<PAGE>   1
                                                                     EXHIBIT 2.1






                          AGREEMENT AND PLAN OF MERGER


                            DATED AS OF APRIL 4, 2001


                                  BY AND AMONG


                             SUIZA FOODS CORPORATION


                           BLACKHAWK ACQUISITION CORP.


                                       AND


                               DEAN FOODS COMPANY





<PAGE>   2


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                           Page No.
                                                                                                           --------
<S>                                                                                                        <C>
ARTICLE I THE MERGER.........................................................................................1

   SECTION 1.01.    THE MERGER...............................................................................1
   SECTION 1.02.    CLOSING; CLOSING DATE; EFFECTIVE TIME....................................................2
   SECTION 1.03.    EFFECT OF THE MERGER.....................................................................2
   SECTION 1.04.    CERTIFICATE OF INCORPORATION; BYLAWS.....................................................2
   SECTION 1.05.    DIRECTORS AND OFFICERS...................................................................2

ARTICLE II  CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES...............................................2

   SECTION 2.01     MERGER CONSIDERATION; CONVERSION AND CANCELLATION OF SECURITIES..........................2
   SECTION 2.02     TREATMENT OF STOCK OPTIONS AND OTHER EQUITY-BASED AWARDS.................................5
   SECTION 2.03.    EXCHANGE AND SURRENDER OF CERTIFICATES...................................................5

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY....................................................8

   SECTION 3.01.    ORGANIZATION AND QUALIFICATION; SUBSIDIARIES.............................................8
   SECTION 3.02.    CHARTER AND BYLAWS.......................................................................9
   SECTION 3.03.    CAPITALIZATION...........................................................................9
   SECTION 3.04.    AUTHORITY...............................................................................10
   SECTION 3.05.    NO CONFLICT; REQUIRED FILINGS AND CONSENTS..............................................10
   SECTION 3.06.    PERMITS; COMPLIANCE.....................................................................11
   SECTION 3.07.    SEC FILINGS; FINANCIAL STATEMENTS.......................................................11
   SECTION 3.08.    ABSENCE OF CERTAIN CHANGES OR EVENTS....................................................12
   SECTION 3.09.    NO UNDISCLOSED LIABILITIES..............................................................12
   SECTION 3.10.    ABSENCE OF LITIGATION...................................................................12
   SECTION 3.11.    EMPLOYEE BENEFIT PLANS; LABOR MATTERS...................................................13
   SECTION 3.12.    TAXES...................................................................................15
   SECTION 3.13.    AFFILIATES..............................................................................16
   SECTION 3.14.    CERTAIN BUSINESS PRACTICES..............................................................16
   SECTION 3.15.    ENVIRONMENTAL MATTERS...................................................................16
   SECTION 3.16.    VOTE REQUIRED...........................................................................18
   SECTION 3.17.    BROKERS.................................................................................18
   SECTION 3.18.    TAKEOVER PROVISIONS.....................................................................18
   SECTION 3.19.    INSURANCE...............................................................................19
   SECTION 3.20.    CERTAIN MATERIAL CONTRACTS..............................................................19
   SECTION 3.21.    PRINCIPAL CUSTOMERS AND SUPPLIERS.......................................................19
   SECTION 3.22.    INTELLECTUAL PROPERTY...................................................................19
   SECTION 3.23.    OPINION OF FINANCIAL ADVISOR............................................................20
   SECTION 3.24.    RIGHTS AGREEMENT........................................................................20
   SECTION 3.25.    INFORMATION SUPPLIED....................................................................20
</TABLE>
<PAGE>   3

<TABLE>
<S>                                                                                                        <C>
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB..........................................21

   SECTION 4.01.    ORGANIZATION AND QUALIFICATION; SUBSIDIARIES............................................21
   SECTION 4.02.    CHARTER AND BYLAWS......................................................................22
   SECTION 4.03.    CAPITALIZATION..........................................................................22
   SECTION 4.04.    AUTHORITY...............................................................................23
   SECTION 4.05.    NO CONFLICT; REQUIRED FILINGS AND CONSENTS..............................................23
   SECTION 4.06.    PERMITS; COMPLIANCE.....................................................................23
   SECTION 4.07.    SEC FILINGS; FINANCIAL STATEMENTS.......................................................24
   SECTION 4.08.    ABSENCE OF CERTAIN CHANGES OR EVENTS....................................................24
   SECTION 4.09.    NO UNDISCLOSED LIABILITIES..............................................................25
   SECTION 4.10.    ABSENCE OF LITIGATION...................................................................25
   SECTION 4.11.    EMPLOYEE BENEFIT PLANS; LABOR MATTERS...................................................25
   SECTION 4.12.    TAXES...................................................................................27
   SECTION 4.13.    CERTAIN BUSINESS PRACTICES..............................................................28
   SECTION 4.14.    ENVIRONMENTAL MATTERS...................................................................28
   SECTION 4.15.    VOTE REQUIRED...........................................................................30
   SECTION 4.16.    BROKERS.................................................................................30
   SECTION 4.17.    TAKEOVER PROVISIONS.....................................................................30
   SECTION 4.18.    INSURANCE...............................................................................30
   SECTION 4.19.    CERTAIN MATERIAL CONTRACTS..............................................................30
   SECTION 4.20.    PRINCIPAL CUSTOMERS AND SUPPLIERS.......................................................31
   SECTION 4.21.    INTELLECTUAL PROPERTY...................................................................31
   SECTION 4.22.    OPINION OF FINANCIAL ADVISORS...........................................................32
   SECTION 4.23.    RIGHTS AGREEMENT........................................................................32
   SECTION 4.24.    COMMITMENT LETTERS......................................................................32
   SECTION 4.25.    INFORMATION SUPPLIED....................................................................32
   SECTION 4.26.    MERGER SUB OPERATIONS...................................................................33

ARTICLE V COVENANTS.........................................................................................33

   SECTION 5.01.    AFFIRMATIVE COVENANTS OF THE COMPANY....................................................33
   SECTION 5.02.    NEGATIVE COVENANTS OF THE COMPANY.......................................................33
   SECTION 5.03.    AFFIRMATIVE AND NEGATIVE COVENANTS OF PARENT AND
                    MERGER SUB36
   SECTION 5.04.    NON-SOLICITATION........................................................................37
   SECTION 5.05.    ACCESS AND INFORMATION..................................................................39
   SECTION 5.06.    APPROPRIATE ACTION; CONSENTS; FILINGS...................................................40
   SECTION 5.07.    PUBLIC ANNOUNCEMENTS....................................................................42
   SECTION 5.07.    NYSE LISTING............................................................................42
   SECTION 5.09.    EMPLOYEE BENEFIT PLAN...................................................................42
   SECTION 5.10.    NAME OF PARENT..........................................................................44
   SECTION 5.11.    BOARD OF DIRECTORS OF PARENT............................................................44
   SECTION 5.12.    TAX TREATMENT...........................................................................44
   SECTION 5.13.    REASONABLE BEST EFFORTS.................................................................44

ARTICLE VI ADDITIONAL AGREEMENTS............................................................................45
</TABLE>


                                      -ii-
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<TABLE>
<S>                                                                                                        <C>
   SECTION 6.01.    MEETING OF STOCKHOLDERS.................................................................45
   SECTION 6.02.    PREPARATION OF PROXY STATEMENT..........................................................45
   SECTION 6.03.    INDEMNIFICATION.........................................................................47

ARTICLE VII CLOSING CONDITIONS..............................................................................47

   SECTION 7.01.    CONDITIONS TO OBLIGATIONS OF EACH PARTY UNDER THIS AGREEMENT............................47
   SECTION 7.02.    ADDITIONAL CONDITIONS TO OBLIGATIONS OF THE PARENT AND MERGER SUB.......................48
   SECTION 7.03.    ADDITIONAL CONDITIONS TO OBLIGATIONS OF THE COMPANY.....................................49

ARTICLE VIII TERMINATION....................................................................................50

   SECTION 8.01.    TERMINATION.............................................................................50
   SECTION 8.02.    EFFECT OF TERMINATION...................................................................51
   SECTION 8.03.    FEES AND EXPENSES.......................................................................52

ARTICLE IX GENERAL PROVISIONS...............................................................................53

   SECTION 9.01.    NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS..............................53
   SECTION 9.02.    NOTICES.................................................................................53
   SECTION 9.03.    CERTAIN DEFINITIONS.....................................................................54
   SECTION 9.04.    HEADINGS AND TABLE OF CONTENTS..........................................................55
   SECTION 9.05.    SEVERABILITY............................................................................55
   SECTION 9.06.    ENTIRE AGREEMENT........................................................................55
   SECTION 9.07.    ASSIGNMENT, BINDING EFFECT..............................................................55
   SECTION 9.08.    INTERPRETATION..........................................................................56
   SECTION 9.09.    SPECIFIC PERFORMANCE....................................................................56
   SECTION 9.10.    AMENDMENT...............................................................................56
   SECTION 9.11.    WAIVER; REMEDIES CUMULATIVE.............................................................56
   SECTION 9.12.    GOVERNING LAW...........................................................................57
   SECTION 9.13.    COUNTERPARTS............................................................................57
</TABLE>


EXHIBITS:

Exhibit 5.06(d)     Certain Properties
Exhibit 7.02(d)(1)  Tax Opinion Back-up Certificate (Parent)
Exhibit 7.02(d)(2)  Tax Opinion Back-up Certificate (Company)


SCHEDULES:

Company Disclosure Schedule
Parent Disclosure Schedule

         [The Registrant has omitted from this filing the exhibits and schedules
relating to this Merger Agreement. The Registrant hereby agrees, upon request,
to furnish supplementally to the Securities and Exchange Commission a copy of
any such omitted exhibit or schedule.]



                                     -iii-

<PAGE>   5

                          AGREEMENT AND PLAN OF MERGER


     THIS AGREEMENT AND PLAN OF MERGER, dated as of April 4, 2001 (this
"Agreement"), is by and among Suiza Foods Corporation, a Delaware corporation
("Parent"), Blackhawk Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of Parent ("Merger Sub"), and Dean Foods Company, a Delaware
corporation (the "Company").

     WHEREAS, the Company, upon the terms and subject to the conditions of this
Agreement and in accordance with the Delaware General Corporation Law ("Delaware
Law"), will merge with and into Merger Sub (the "Merger"), and pursuant thereto,
the issued and outstanding shares of common stock, $1.00 par value per share, of
the Company (the "Company Common Stock") will be converted into the right to
receive the merger consideration set forth herein;

     WHEREAS, the Board of Directors of the Company has determined that the
Merger is advisable, fair to, and in the best interests of, the Company and its
stockholders and has approved and adopted this Agreement and the transactions
contemplated hereby;

     WHEREAS, the Board of Directors of Parent has determined that the Merger is
advisable, fair to, and in the best interests of, Parent and its stockholders
and has approved and adopted this Agreement and the transactions contemplated
hereby;

     WHEREAS, the Board of Directors of Merger Sub has approved and adopted this
Agreement and Parent, as the sole stockholder of Merger Sub, will adopt this
Agreement promptly after the execution hereof by the parties hereto;

     WHEREAS, for federal income tax purposes, it is intended that the Merger
qualify as a reorganization under the provisions of Section 368(a)(1)(A) and
Section 368(a)(2)(D) of the United States Internal Revenue Code of 1986, as
amended (the "Code"); and

     NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement, the parties hereto agree as follows:

                                    ARTICLE I

                                   THE MERGER

     SECTION 1.01. The Merger. Upon the terms and subject to the conditions set
forth in this Agreement (including Section 2.01(b)), and in accordance with
Delaware Law, at the Effective Time (as defined in Section 1.02), the Company
will be merged with and into Merger Sub. As a result of the Merger, the separate
corporate existence of the Company will cease and Merger Sub will continue as
the surviving corporation of the Merger (the "Surviving Corporation"). Certain
terms used in this Agreement are defined in Section 9.03.


                                     Page 1
<PAGE>   6

     SECTION 1.02. Closing; Closing Date; Effective Time. Unless this Agreement
shall have been terminated pursuant to Section 8.01, and subject to the
satisfaction or waiver of the conditions set forth in Article VII, the
consummation of the Merger and the closing of the transactions contemplated by
this Agreement (the "Closing") will take place at the offices of Hughes & Luce,
L.L.P., 1717 Main Street, Dallas, Texas as soon as practicable (but in any event
within two business days) after the satisfaction or waiver of the conditions set
forth in Article VII, or at such other date, time and place as Parent and the
Company may agree; provided, that the conditions set forth in Article VII shall
have been satisfied or waived at or prior to such time. The date on which the
Closing takes place is referred to herein as the "Closing Date." As promptly as
practicable on the Closing Date, the parties hereto will cause the Merger to be
consummated by filing a certificate of merger with the Secretary of State of the
State of Delaware, in such form as required by, and executed in accordance with,
the relevant provisions of Delaware Law (the date and time of such filing, or
such later date or time agreed upon by Parent and the Company and set forth
therein, being the "Effective Time").

     SECTION 1.03. Effect of the Merger. At the Effective Time, the effect of
the Merger will be as provided in the applicable provisions of Delaware Law.
Without limiting the generality of the foregoing, and subject thereto, at the
Effective Time, all the properties, rights, privileges and powers of the Company
and Merger Sub will vest in the Surviving Corporation, and all debts,
liabilities and duties of the Company and the Merger Sub will become the debts,
liabilities and duties of the Surviving Corporation.

     SECTION 1.04. Certificate of Incorporation; Bylaws. At the Effective Time,
the certificate of incorporation of Merger Sub, as in effect immediately prior
to the Effective Time, will be the certificate of incorporation of the Surviving
Corporation and thereafter will continue to be its certificate of incorporation
until amended as provided therein and pursuant to Delaware Law. The bylaws of
Merger Sub, as in effect immediately prior to the Effective Time, will be the
bylaws of the Surviving Corporation and thereafter will continue to be its
bylaws until amended as provided therein and pursuant to Delaware Law.

     SECTION 1.05. Directors and Officers. The directors of Merger Sub will be
the directors of the Surviving Corporation at the Effective Time, each to hold
office in accordance with the charter and bylaws of the Surviving Corporation,
in each case until their respective successors are duly elected or appointed and
qualified. The officers of Merger Sub immediately prior to the Effective Time
will be the officers of the Surviving Corporation at the Effective Time, each to
hold office in accordance with the bylaws of the Surviving Corporation, in each
case until their respective successors are duly elected or appointed and
qualified.

                                   ARTICLE II

               CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES

     SECTION 2.01 MERGER CONSIDERATION; CONVERSION AND CANCELLATION OF
SECURITIES. At the Effective Time, by virtue of the Merger and without any
action on the part of the Parent and Merger Sub, the Company or their respective
stockholders:

                                     Page 2
<PAGE>   7

          (a) Subject to the other provisions of this Article II, each share of
Company Common Stock issued and outstanding immediately prior to the Effective
Time (excluding any Company Common Stock described in Section 2.01(d)) will be
converted into the right to receive (i) $21.00 in cash (as may be adjusted in
accordance with Section 2.01(b), the "Cash Consideration") and (ii) 0.429 (as
may be adjusted in accordance with Section 2.01(b), the "Exchange Ratio") shares
of common stock, $.01 par value per share, of Parent ("Parent Common Stock")
(such Cash Consideration and Parent Common Stock collectively, the "Per Share
Merger Consideration").

          (b) If on the day upon which the Effective Time occurs (or if no
trading of Parent Common Stock on the New York Stock Exchange (the "NYSE") takes
place prior to the Effective Time on such day, the last date prior to the date
upon which the Effective Time occurs upon which there was trading of Parent
Common Stock on the NYSE), the fair market value, based on the volume weighted
average per share sales price of the Parent Common Stock on that day on the NYSE
("Parent Common Stock Closing Price"), of all shares of Parent Common Stock to
be delivered in connection with the Merger, minus the product of (x) the Parent
Common Stock Closing Price and (y) 20,000 (the "Total Stock Value") would be
(but for adjustments made pursuant to this Section 1.01(b)) less than 40% of the
sum of (i) the number of the Converted Shares (as defined in Section 2.01(e))
multiplied by the Cash Consideration, (ii) the amount of cash paid by Parent
and/or any of its subsidiaries to acquire shares of Company Common Stock within
the two year period prior to the date of the Merger, (iii) the Total Stock
Value, (iv) the number of Dissenting Shares, multiplied by the sum of (A) the
Cash Consideration and (B) the product of the Exchange Ratio (prior to any
adjustment) and the Parent Common Stock Closing Price, and (v) the product of
(x) the Parent Common Stock Closing Price and (y) 20,000 (such sum being
referred to as the "Total Merger Consideration") then the Exchange Ratio and the
Cash Consideration shall be adjusted as follows: The adjusted Exchange Ratio
shall be equal to (i) the sum of (A) 40% of the dollar amount of the Total
Merger Consideration determined as provided in the preceding sentence and (B)
the product of (x) the Parent Common Stock Closing Price and (y) 20,000, divided
by (ii) the product of (A) the number of Converted Shares and (B) the Parent
Common Stock Closing Price, and the adjusted Cash Consideration shall be equal
to (i) 60% of the dollar amount of the Total Merger Consideration as determined
above, minus the sum of (A) the amount of cash paid by Parent and/or any of its
subsidiaries to acquire shares of Company Common Stock within the two year
period prior to the date of the Merger, (B) the number of Dissenting Shares,
multiplied by the sum of (x) the Cash Consideration (prior to any adjustment)
and (y) the product of the Exchange Ratio (prior to any adjustment) and the
Parent Common Stock Closing Price, and (C) the product of (x) the Parent Common
Stock Closing Price and (y) 20,000, divided by (ii) the number of Converted
Shares.

          (c) Notwithstanding the foregoing subsection (a), if between the date
of this Agreement and the Effective Time, the outstanding shares of Parent
Common Stock or Company Common Stock will have been changed into a different
number of shares by reason of any dividend payable in stock, split, combination
or similar event, the Per Share Merger Consideration will be correspondingly
adjusted to reflect such stock dividend, split, combination or similar event.



                                     Page 3
<PAGE>   8

          (d) Notwithstanding any provision of this Agreement to the contrary,
(i) each share of Company Common Stock held in the treasury of the Company or
owned by any subsidiary of the Company, and each share of Company Common Stock
owned by Parent, Merger Sub or any other subsidiary of Parent immediately prior
to the Effective Time will be canceled and extinguished without any conversion
thereof and no payment shall be made with respect thereto, and (ii) each share
of Company Common Stock that is issued and outstanding immediately prior to the
Effective Time and that is held by a stockholder who has properly exercised
appraisal rights with respect thereto in accordance with ss. 262 of Delaware Law
(the "Dissenting Shares"), will not be converted into or be exchangeable for the
right to receive the Per Share Merger Consideration, and such stockholder will
be entitled to receive payment of the appraised value of each such share in
accordance with the provisions of ss. 262 of Delaware Law unless and until such
stockholder fails to perfect or will have effectively waived, withdrawn or lost
its rights to appraisal and payment in accordance with Delaware Law. If, after
the Effective Time, any stockholder holding Dissenting Shares fails to perfect
or shall have effectively waived, withdrawn or lost such appraisal right, such
shares of Company Common Stock will thereupon be treated as if they had been
converted into and to have become exchangeable for, at the Effective Time, the
right to receive the Per Share Merger Consideration to which such stockholder is
entitled, without any interest thereon. The Company will give Parent prompt
notice of any demands received by the Company for appraisal of shares of Company
Common Stock and, prior to the Effective Time, Parent will have the right to
participate in all negotiations and proceedings with respect to such demands.
Prior to the Effective Time, the Company will not, except with the prior written
consent of Parent, make any payment with respect to, or settle or offer to
settle, any such demands or agree to do any of the foregoing.

          (e) All shares of Company Common Stock shall cease to be outstanding
and will automatically be canceled and retired, and each certificate previously
evidencing Company Common Stock outstanding immediately prior to the Effective
Time (other than Company Common Stock described in Section 2.01(d)) (the
"Converted Shares") will thereafter represent the right to receive, subject to
Section 2.03(c), that number of shares of Parent Common Stock and the Cash
Consideration determined pursuant to Section 2.01(a) (the "Merger
Consideration") and, if applicable, cash pursuant to Section 2.03(c). The owners
of certificates previously evidencing Converted Shares will cease to have any
rights with respect to such Converted Shares except as otherwise provided herein
or by law. Such certificates previously evidencing Converted Shares will be
exchanged for certificates evidencing whole shares of Parent Common Stock upon
the surrender of such certificates in accordance with the provisions of Section
2.03, without interest. No fractional shares of Parent Common Stock will be
issued in connection with the Merger and, in lieu thereof, a cash payment shall
be made pursuant to Section 2.03(c).

          (f) Each share of common stock, par value $0.01 per share, of Merger
Sub issued and outstanding immediately prior to the Effective Time will be
converted into one share of common stock, par value $0.01 per share, of the
Surviving Corporation.



                                     Page 4
<PAGE>   9

     SECTION 2.02 TREATMENT OF STOCK OPTIONS AND OTHER EQUITY-BASED AWARDS.

          (a) Each outstanding option to purchase, stock appreciation right,
phantom stock award, or performance share award (other than performance share
awards which are generally payable in cash) relating to Company Common Stock
(collectively, a "Company Common Stock Award") granted prior to the Effective
Time and which remains outstanding immediately prior to the Effective Time will
cease to represent a right to acquire shares of Company Common Stock and will be
converted (as so converted, a "Company Converted Stock Award"), at the Effective
Time, into an option to acquire, stock appreciation right, phantom stock award,
or performance share award (other than performance share awards which are
generally payable in cash) relating to, as applicable, on the same terms and
conditions as were applicable under the Company Common Stock Award (but taking
into account any change thereto, including the acceleration thereof provided for
in the applicable Company stock option plan or in any award agreement by reason
of this Agreement or the transactions contemplated hereby) that number of shares
of Parent Common Stock determined by multiplying (a) the number of shares of
Company Common Stock subject to such Company Common Stock Award by (b) the sum
of (i) the Exchange Ratio plus (ii) the Cash Consideration per share divided by
the closing price for a share of Parent Common Stock as reported on the NYSE on
the last trading day immediately preceding the Closing Date (such sum, the
"Stock Award Exchange Ratio") (rounded, if necessary, to the nearest whole share
of Parent Common Stock). The exercise price per share for each share of Parent
Common Stock subject to such Company Converted Stock Award will be equal to the
per share exercise price specified in the Company Common Stock Award divided by
the Stock Award Exchange Ratio (rounded to the nearest one-hundredth of a cent).
Notwithstanding the foregoing, in the case of any Company Common Stock Award to
which Section 421 of the Code applies by reason of its qualification under
Section 422 of the Code, the option price, the number of shares subject to such
option and the terms and conditions of exercise of such option will be
determined in a manner consistent with the requirements of Section 424(a) of the
Code. Performance share awards which are generally payable in cash, but which
permit the holder to elect receipt of shares (as provided in the applicable
grant agreement), shall be converted into a right to elect to receive new shares
of Parent Common Stock.

          (b) As soon as practicable after the Effective Time, Parent shall
cause to be included under a registration statement on Form S-8 of Parent all
shares of Parent Common Stock which are subject to Company Converted Stock
Awards, and shall maintain the effectiveness of such registration statement
until all Company Converted Stock Awards have been exercised, expired or
forfeited.

     SECTION 2.03. EXCHANGE AND SURRENDER OF CERTIFICATES.

          (a) As soon as practicable after the Effective Time, each record
holder of certificates previously evidencing Converted Shares will be entitled
to receive, and Parent shall cause the Exchange Agent (as defined in Section
2.03(e) below) to issue and pay, as applicable, to each such record holder or to
such persons as such holder may request upon surrender of such certificates to
the Exchange Agent, (i) a certificate or certificates representing the number of
whole shares of Parent Common Stock into which the Converted Shares so
surrendered will have been converted as aforesaid, in such denominations and
registered in such names as such holder



                                     Page 5
<PAGE>   10

may request, and (ii) the Cash Consideration into which the Converted Shares so
surrendered will have been converted. If such holder would otherwise be entitled
to fractional shares of Parent Common Stock, such holder will upon surrender of
the certificates representing such shares held as aforesaid, be paid an amount
in cash in accordance with the provisions of Section 2.03(c). Until so
surrendered and exchanged, each certificate previously evidencing Converted
Shares will represent solely the right to receive the Merger Consideration and
cash in lieu of fractional shares. Unless and until any such certificates will
be so surrendered and exchanged, no dividends or other distributions payable to
the holders of record of Parent Common Stock as of any time on or after the
Effective Time will be paid to the holders of record of Converted Shares;
provided, however, that Parent will deposit with the Exchange Agent any such
dividends or other distributions payable with respect to the Parent Common Stock
represented by any unsurrendered certificates evidencing Converted Shares, and
upon any such surrender and exchange of such certificates, Parent will cause the
Exchange Agent to pay to the holders of record of Converted Shares (i) the
amount, without interest thereon, of dividends and other distributions, if any,
with a record date on or after the Effective Time theretofore paid with respect
to such whole shares of Parent Common Stock, and (ii) at the appropriate payment
date, the amount of dividends or other distributions, if any, with a record date
on or after the Effective Time but prior to surrender and a payment date
occurring after surrender, payable with respect to such whole shares of Parent
Common Stock.

          (b) All shares of Parent Common Stock issued and all Cash
Consideration paid upon the surrender for exchange of certificates previously
representing Converted Shares in accordance with the terms hereof (including any
cash paid pursuant to Section 2.03(c)) will be deemed to have been issued in
full satisfaction of all rights pertaining to such Converted Shares. At and
after the Effective Time, there will be no further registration of transfers on
the stock transfer books of the Surviving Corporation of Company Common Stock
that was outstanding immediately prior to the Effective Time. If, after the
Effective Time, certificates that previously evidenced Converted Shares are
presented to the Surviving Corporation for any reason, they will be canceled and
exchanged as provided in this Article II.

          (c) No certificates or scrip evidencing fractional shares of Parent
Common Stock will be issued upon the surrender for exchange of certificates, and
such fractional share interests will not entitle the owner thereof to any rights
of a stockholder of Parent. In lieu of any such fractional shares, Parent will
cause the Exchange Agent to pay to the owner thereof, upon surrender of such
certificate for exchange pursuant to this Article II, an amount in cash (without
interest), rounded to the nearest cent, determined by multiplying (i) the
Closing Price by (ii) the fractional interest to which the owner thereof would
otherwise be entitled (after taking into account all Converted Shares held of
record by such owner and all full shares of Parent Common Stock issued in
respect thereof).

          (d) Parent will be entitled to cause the Exchange Agent to deduct and
withhold from the consideration otherwise payable pursuant to this Agreement to
any former holder of Converted Shares such amounts as Parent (or any affiliate
thereof) is required to deduct and withhold with respect to the making of such
payment under the Code, or any provision of state, local or foreign tax law. To
the extent that amounts are so withheld, such withheld amounts will be treated
for all purposes of this Agreement as having been paid to the former



                                     Page 6
<PAGE>   11

holder of the Converted Shares in respect of which such deduction and
withholding was made by Parent.

          (e) At or prior to the Effective Time, Merger Sub will appoint a bank
or trust company reasonably acceptable to the Company as agent for the holders
of Converted Shares (the "Exchange Agent") to receive and disburse the Merger
Consideration to which holders of Converted Shares become entitled pursuant to
Section 2.01. At the Effective Time, Merger Sub or Parent will provide the
Exchange Agent with sufficient shares of Parent Common Stock and sufficient cash
to allow the Merger Consideration to be paid by the Exchange Agent for each
share of Company Common Stock then entitled to receive the Merger Consideration
(collectively, the "Payment Fund").

          (f) Promptly after the Effective Time, Merger Sub or Parent will cause
the Exchange Agent to mail to each record holder of a certificate or
certificates that immediately prior to the Effective Time represented Converted
Shares (the "Certificates"), a form of letter of transmittal (which will specify
that delivery will be effected, and risk of loss and title to the Certificates
will pass, only upon proper delivery of the Certificates to the Exchange Agent)
and instructions for use in effecting the surrender of the Certificates for
payment.

               (i) Upon surrender to the Exchange Agent of a Certificate,
          together with such letter of transmittal duly executed and completed
          in accordance with its instructions and such other documents as may be
          requested, the holder of such Certificate will be entitled to receive
          in exchange for such Certificate, subject to any required withholding
          of taxes, the Merger Consideration and such Certificate will forthwith
          be canceled. No interest will be paid or accrued on the Merger
          Consideration upon the surrender of the Certificates.

               (ii) If payment or delivery is to be made to a person other than
          the person in whose name the Certificate surrendered is registered, it
          will be a condition of payment and delivery that the Certificate so
          surrendered be properly endorsed, with signature properly guaranteed,
          or otherwise be in proper form for transfer and that the person
          requesting such payment and delivery pay any transfer or other taxes
          required by reason of the payment or delivery to a person other than
          the registered holder of the Certificate surrendered or establish to
          the satisfaction of the Surviving Corporation that such tax has been
          paid or is not applicable.

               (iii) Subject to Section 2.01(d), until surrendered in accordance
          with the provisions of this Section 2.03, each Certificate (other than
          Certificates held by persons referred to in Sections 2.01(d)(i) and
          2.01(d)(ii)) will represent for all purposes only the right to receive
          the applicable Merger Consideration, without interest and subject to
          any required withholding of taxes.

          (g) Promptly following the date that is one year after the Effective
Time, the Exchange Agent will return to the Surviving Corporation all cash,
certificates and other property in its possession that constitute any portion of
the Payment Fund, and the duties of the Exchange Agent will terminate.
Thereafter, each holder of a Certificate formerly representing a share of



                                     Page 7
<PAGE>   12
Company Common Stock may surrender such Certificate to the Surviving
Corporation and (subject to applicable abandoned property, escheat, and similar
laws) receive in exchange therefor the Merger Consideration without any
interest. At any time after the one year anniversary of the Effective Time, the
Surviving Corporation will be entitled to require the Exchange Agent to deliver
to it any funds (including any interest received with respect thereto) that had
been made available to the Exchange Agent, and holders of Certificates not
surrendered prior to midnight on the day preceding the Surviving Corporation's
request for such funds shall be entitled to look to the Surviving Corporation
(subject to abandoned property, escheat or other similar laws) only as general
creditors thereof with respect to the Merger Consideration payable upon due
surrender of their Certificates without any interest thereon. Notwithstanding
the foregoing, neither the Parent, Merger Sub, the Surviving Corporation nor the
Exchange Agent will be liable to any holder of a Certificate for Merger
Consideration delivered to a public official pursuant to any applicable
abandoned property, escheat or similar law. Notwithstanding the foregoing, the
Surviving Corporation will be entitled to receive from time to time all interest
or other amounts earned with respect to the Payment Fund as such amounts accrue
or become available.

          (h) Parent and the Company shall cooperate in the preparation,
execution and filing of all returns, applications or other documents regarding
any transfer, stamp, recording, documentary or other taxes and any other fees
and similar taxes which become payable in connection with the Merger other than
(i) transfer and stamp taxes payable in respect of transfers pursuant to Section
2.03(f)(ii) and (ii) income or similar taxes payable by the stockholders of the
Company (collectively, "Transfer Taxes"). From and after the Effective Time,
Parent shall pay or cause to be paid, without deduction or withholding from any
amounts payable to the holders of Company Common Stock, all Transfer Taxes.

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company hereby represents and warrants to the Parent and Merger Sub
that, except as disclosed in the Company Reports (as defined in Section 3.07(a))
filed prior to the date of this Agreement:

     SECTION 3.01. Organization and Qualification; Subsidiaries. Each of the
Company and its subsidiaries is a corporation, limited partnership or limited
liability company duly organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation or organization, has all
requisite corporate, limited partnership or limited liability company power and
authority to own, lease and operate its properties and to carry on its business
as it is now being conducted and is duly qualified and in good standing to do
business in each jurisdiction in which the nature of the business conducted by
it or the ownership or leasing of its properties makes such qualification
necessary, other than where the failure to be so duly qualified and in good
standing would not have a Company Material Adverse Effect. The term "Company
Material Adverse Effect" as used in this Agreement shall mean any change or
effect that, individually or when taken together with all other such changes or
effects, would be materially adverse to the business, operations, assets,
financial condition, or results of operations




                                     Page 8
<PAGE>   13

of the Company and its subsidiaries, taken as a whole; provided, that none of
the following shall be deemed in and of themselves to constitute, and none of
the following shall be taken into account in determining whether there has been,
a Company Material Adverse Effect: (i) any change in the market price or trading
volume of the capital stock of the Company after the date hereof, (ii) the
suspension of trading in securities generally on the New York Stock Exchange or
the American Stock Exchange or the NASDAQ National Market, (iii) any adverse
change, event, development or offset arising from or relating to (A) general
business or economic conditions or (B) general business or economic conditions
relating to any industries in which the Company or any of its subsidiaries
participates, in each case which is not specific to the Company and its
subsidiaries, and (iv) any adverse change, event, development or effect arising
from or relating to any change in U.S. generally accepted accounting principles.

     SECTION 3.02. Charter and Bylaws. The Company has heretofore furnished to
Parent complete and correct copies of the charter and the bylaws, in each case
as amended or restated, of the Company. The Company is not in violation of any
of the provisions of its charter or bylaws.

     SECTION 3.03. Capitalization.

          (a) The authorized capital stock of the Company consists of (i)
10,000,000 shares of Preferred Stock par value $1.00 per share, and (ii)
150,000,000 shares of Company Common Stock. As of March 31, 2001, 35,603,696
shares of Company Common Stock were issued and outstanding and no shares of
Preferred Stock were issued and outstanding. Each of the outstanding shares of
capital stock of the Company is duly authorized, validly issued, fully paid and
nonassessable, and has not been issued in violation of (nor are any of the
authorized shares of capital stock of the Company subject to) any preemptive or
similar rights created by statute, the charter or bylaws of the Company, or any
agreement to which the Company is a party or bound. The outstanding shares of
capital stock of the subsidiaries of the Company are owned, of record and
beneficially, by the Company or another subsidiary of the Company, free and
clear of all security interests, liens, pledges or charges.

          (b) Except as set forth in the disclosure schedule delivered to Parent
by the Company (the "Company Disclosure Schedule"), there are no options,
warrants or other rights, agreements, arrangements or commitments of any
character (including stock appreciation rights, phantom stock or similar rights,
arrangements, or commitments) to which the Company or any of its subsidiaries is
a party relating to the issued or unissued capital stock of the Company or any
of its subsidiaries or obligating the Company or any of its subsidiaries to
grant, issue or sell any shares of the capital stock of the Company or any of
its subsidiaries by sale, lease, license or otherwise. Except as set forth in
the Company Disclosure Schedule, there are no material obligations, contingent
or otherwise, of the Company or any of its subsidiaries to (i) repurchase,
redeem or otherwise acquire any shares of the capital stock of the Company or
any of its subsidiaries or (ii) provide funds to, or make any investment in (in
the form of a loan, capital contribution or otherwise), or provide any guarantee
with respect to the obligations of, any other person, other than advances to
subsidiaries in the normal course of business. Except as described in the
Company Disclosure Schedule, neither the Company nor any of its subsidiaries (x)
directly or indirectly owns, (y) has agreed to purchase or otherwise acquire or
(z) holds any interest




                                     Page 9
<PAGE>   14

convertible into or exchangeable or exercisable for, any material amount of
capital stock (or equivalent equity interest) of any person (other than direct
or indirect wholly-owned subsidiaries of the Company). Except as set forth in
the Company Disclosure Schedule, there are no material agreements, arrangements
or commitments of any character (contingent or otherwise) pursuant to which any
person is or may be entitled to receive any payment based on the revenues or
earnings, or calculated in accordance therewith, of the Company or any of its
subsidiaries. There are no material voting trusts, proxies or other agreements
or understandings to which the Company or any of its subsidiaries is a party or
by which the Company or any of its subsidiaries is bound with respect to the
voting of any shares of capital stock of the Company or any of its subsidiaries.

     SECTION 3.04. Authority. The Company has all requisite corporate power and
authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement by the Company and the consummation by the
Company of the transactions contemplated hereby have been duly authorized by all
necessary corporate action and no other corporate proceedings on the part of the
Company are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby (subject to, with respect to the consummation
of the Merger, the approval of this Agreement by the Requisite Company
Stockholder Vote as described in Section 3.16). This Agreement has been duly
executed and delivered by the Company and, assuming the due authorization,
execution and delivery thereof by Parent and Merger Sub, constitutes the legal,
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms.

     SECTION 3.05. No Conflict; Required Filings and Consents.

          (a) The execution and delivery of this Agreement by the Company does
not, and the consummation of the transactions contemplated hereby will not (i)
conflict with or violate the charter or bylaws, in each case as amended or
restated, of the Company or any of its subsidiaries, (ii) conflict with or
violate any federal, state, foreign or local law, statute, ordinance, rule,
regulation, order, judgment, injunction or decree (collectively, "Laws")
applicable to the Company or any of its subsidiaries or by which any of their
assets is bound or subject or (iii) result in any breach of or constitute a
default (or an event that with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or require payment under, or result in the
creation of a Lien on any of the assets of the Company or any of its
subsidiaries pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which the Company or any of its subsidiaries is a party or by or to which the
Company or any of its subsidiaries or any of their assets is bound or subject,
except, with respect to clauses (ii) and (iii) above, (A) such conflicts,
violations, breaches, defaults, terminations, amendments, accelerations,
cancellations, payments, or Liens as would not have a Company Material Adverse
Effect or (B) as set forth in the Company Disclosure Schedule.

          (b) No filing with or notification to, and no consent, license,
approval, permit, waiver, order or authorization of, any governmental or
regulatory authority, foreign or domestic (collectively, "Governmental
Entities") is necessary for the execution of this Agreement by the



                                    Page 10
<PAGE>   15

Company or the consummation by the Company of the transactions contemplated by
this Agreement, except: (i) the filing of a premerger notification and report
form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the "HSR Act"), (ii) the filing with the Securities and Exchange Commission
(the "SEC") of: (A) the Joint Proxy Statement/Prospectus (as defined in Section
6.02); and (B) such reports under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as may be required in connection with this
Agreement and the transactions contemplated by this Agreement, (iii) the filing
of the certificate of merger with the Delaware Secretary of State and
appropriate documents with the relevant authorities of other states in which the
Company is qualified to do business, and (iv) such filings with or notifications
to, and such consents, license, approvals, permits, waivers, orders, or
authorizations of, any Governmental Entities the failure of which to make or
receive would not have a Company Material Adverse Effect.

     SECTION 3.06. Permits; Compliance. Each of the Company and its subsidiaries
is in possession of all franchises, grants, authorizations, licenses, permits,
easements, variances, exemptions, consents, certificates, approvals and orders
necessary to own, lease and operate its properties and to carry on its business
as it is now being conducted (collectively, the "Company Permits"), and there is
no Litigation (as defined in Section 3.10) pending or, to the Company's
knowledge, threatened regarding suspension or cancellation of any of the Company
Permits, other than the failure to so possess, or such Litigation which would
not have a Company Material Adverse Effect. Neither the Company nor any of its
subsidiaries is in conflict with, or in default (nor has there occurred any
event that with notice or lapse of time or both would become a default) or
violation of (a) any Law applicable to the Company or any of its subsidiaries or
by or to which any of their assets is bound or subject or (b) any of the Company
Permits, except for such conflicts, defaults or violations as would not have a
Company Material Adverse Effect.

     SECTION 3.07. SEC Filings; Financial Statements.

          (a) The Company has filed with the SEC all forms, reports, statements,
and documents required to be filed by it pursuant to the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder (the
"Securities Act"), and the Exchange Act, and the rules and regulations
promulgated thereunder, together with all amendments thereto and will file all
such forms, reports, statements and documents required to be filed by it prior
to the Effective Time (collectively, the "Company Reports"), and has otherwise
complied in all material respects with the requirements of the Securities Act
and the Exchange Act.

          (b) As of their respective dates, the Company Reports did not and (in
the case of Company Reports filed after the date of this Agreement) will not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements made therein,
in light of the circumstances under which they were or (in the case of Company
Reports filed after the date of this Agreement) will be made, not misleading.

          (c) Each of the historical consolidated balance sheets included in or
incorporated by reference into the Company Reports as of its date, and each of
the historical consolidated statements of income and earnings, stockholders'
equity, and cash flows included in or incorporated by reference into the Company
Reports (including any related notes and



                                    Page 11
<PAGE>   16

schedules) fairly presents or will (in the case of Company Reports filed after
the date of this Agreement) fairly present in all material respects the
consolidated financial condition, results of operations, stockholders' equity,
and cash flows, as the case may be, of the Company and its subsidiaries for the
periods set forth (subject, in the case of unaudited statements, to normal
year-end audit adjustments), in each case, in accordance with generally accepted
accounting principles consistently applied during the periods involved ("GAAP").

     SECTION 3.08. Absence of Certain Changes or Events. Except as disclosed in
the Company Reports filed prior to the date of this Agreement or as set forth in
the Company Disclosure Schedule and except for the transactions contemplated
hereby, from May 28, 2000 (the "Company Balance Sheet Date") through the date
hereof, the Company and its subsidiaries, taken as a whole, have conducted their
businesses only in the ordinary course and in a manner consistent with past
practice and there has not been: (a) any damage, destruction or loss (whether or
not covered by insurance) with respect to any assets of the Company or any of
its subsidiaries that would have a Company Material Adverse Effect; (b) any
material change by the Company or any of its subsidiaries in their accounting
methods, principles or practices (except as may be required by applicable Law or
GAAP); (c) any declaration, setting aside or payment of any dividends or
distributions in respect of shares of the capital stock of the Company or any of
its subsidiaries (other than dividends permitted in Article V), or any
redemption, purchase or other acquisition by the Company or any of its
subsidiaries of any of their securities (other than repurchases after the
Company Balance Sheet Date pursuant to stock repurchase programs disclosed in
the Company Reports); (d) any split, combination or reclassification of any
capital stock of the Company or any of its subsidiaries or any issuance or the
authorization of any issuance of any other securities in respect of, in lieu of
or in substitution for shares of capital stock of the Company or any of its
subsidiaries; (e) any acquisition, divestiture, or investment in the equity or
debt securities of any person (including in any joint venture or similar
arrangement) material to the Company and its subsidiaries, taken as a whole; (f)
any entry by the Company or any of its subsidiaries into any commitment or
transaction material to the Company and its subsidiaries, taken as a whole,
other than in the ordinary course of business and consistent with past practice;
or (g) any Company Material Adverse Effect.

     SECTION 3.09. No Undisclosed Liabilities. As of the date hereof, except as
and to the extent set forth in the Company Disclosure Schedule, in the audited
consolidated financial statements of the Company for the period ended as of May
28, 2000, in the condensed consolidated balance sheets of the Company as of
August 27, 2000, November 26, 2000 and February 25, 2001 or in the Company
Reports, neither the Company nor any of its subsidiaries has any material
liabilities or obligations, absolute, accrued, contingent or otherwise
(collectively, "Liabilities"), of a type required to be recorded on a balance
sheet or notes thereto under GAAP which are not so recorded.

     SECTION 3.10. Absence of Litigation. Except as set forth in the Company
Disclosure Schedule and except as would not have a Company Material Adverse
Effect, there is no claim, action, suit, litigation, proceeding, arbitration,
investigation or audit of any kind, at law or in equity (including actions or
proceedings seeking injunctive relief) (collectively, "Litigation"), pending or,
to the Company's knowledge, threatened against the Company or any of its
subsidiaries or any assets or rights of the Company or any of its subsidiaries
and neither the



                                    Page 12
<PAGE>   17

Company nor any of its subsidiaries is subject to any material, continuing order
of, consent decree, settlement agreement or other similar material written
agreement with, or, continuing investigation by, any Governmental Entity, or any
material judgment, order, writ, injunction, decree or award of any Government
Entity or arbitrator, including, without limitation, cease-and-desist or other
orders.

     SECTION 3.11. Employee Benefit Plans; Labor Matters.

          (a) Set forth in the Company Disclosure Schedule is a complete and
correct list of all employee benefit plans, arrangements or agreements,
including, but not limited to, any employee benefit plan within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), all plans or policies providing for "fringe benefits," all other
bonus, incentive compensation, deferred compensation, profit sharing, severance,
stock option, stock purchase, stock appreciation right, supplemental
unemployment, layoff, consulting, or any other similar plan, agreement, policy
or understanding, and any trust, escrow or other agreement related thereto,
which provides benefits, or describes policies or procedures applicable, to any
officer, employee, director, consultant, former officer or former director of
the Company, any of its subsidiaries, or any other ERISA Affiliate, or any
dependent or beneficiary thereof (each, a "Company Employee Plan," and
collectively, the "Company Employee Plans"). The term "Company ERISA Affiliate"
means any corporation, trade or business which together with the Company would
be deemed to be a single employer under the provisions of ERISA or Code Section
414. Except as set forth in the Company Disclosure Schedule or as otherwise
contemplated pursuant to this Agreement, neither the Company nor any of its
subsidiaries has communicated to any employee of the Company or any of its
subsidiaries any intention or commitment to materially modify any Company
Employee Plan or to establish or implement any other material benefit plan,
program or arrangement.

          (b) With respect to each Company Employee Plan, the Company has made
available to Parent true, correct and complete copies of (i) the plan documents
and summary plan descriptions and any amendments or modifications thereto other
than for any plans that are Multiemployer Plans (defined below); (ii) the most
recent determination letter, if applicable, received from the Internal Revenue
Service (the "IRS") and a copy of any pending applications with the IRS; (iii)
the annual reports required to be filed for the two most recent plan years,
including all attachments, exhibits and schedules thereto; (iv) the two most
recent actuarial reports, if applicable; (v) all related trust agreements,
insurance contracts or other funding agreements; and (vi) all other documents,
records or other materials related thereto reasonably requested by Parent.

          (c) Except as set forth in the Company Disclosure Schedule, (i) each
of the Company Employee Plans has been operated and administered in all material
respects in compliance with applicable Law, including but not limited to ERISA
and the Code; (ii) each of the Company Employee Plans intended to be "qualified"
within the meaning of Section 401(a) of the Code has received a determination
letter from the IRS to such effect and the Company knows of no event that would
cause the disqualification of any such Employee Plan; (iii) with respect to each
Company Employee Plan that is subject to Title IV of ERISA, the present value of
such Company Employee Plan's "accumulated benefit obligation," based on
reasonable actuarial



                                    Page 13
<PAGE>   18

assumptions set forth in the actuarial statement for the Company Employee Plan,
did not, as of its then latest valuation date, exceed the fair value of the
assets of such Employee Plan allocable to such obligation in an amount that
would have a Company Material Adverse Effect; (iv) no Company Employee Plan
provides welfare benefits (whether or not insured) with respect to current or
former employees of the Company or any of its subsidiaries beyond their
retirement or other termination of service, other than coverage mandated by
applicable law; (v) no liability under Title IV of ERISA or Section 412 of the
Code has been incurred (directly or indirectly) by the Company or a Company
ERISA Affiliate that has not been satisfied in full; (vi) no Company Employee
Plan is a "multiemployer pension plan," as such term is defined in Section 3(37)
of ERISA ("Multiemployer Plan"), or a plan described in Section 4063 of ERISA;
(vii) all contributions or other amounts payable by the Company or any Company
ERISA Affiliate as of the Closing Date with respect to each Company Employee
Plan in respect of current or prior plan years have been paid or accrued in
accordance with GAAP and, if applicable, Section 412 of the Code; (viii) neither
the Company, any subsidiary, nor any other Company ERISA Affiliate has engaged
in a transaction in connection with which the Company or any of its subsidiaries
or any other Company ERISA Affiliate would be subject to either a civil penalty
assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to
Section 4975 or 4976 of the Code that would have a Company Material Adverse
Effect; (ix) there are no pending, anticipated or, to the knowledge of the
Company, threatened claims (other than routine claims for benefits) by, on
behalf of or against any of the Company Employee Plans or any trusts related
thereto or against any employee benefit plan formerly maintained by the Company
or any of its subsidiaries; (x) the Company Employee Plans could be terminated
as of the Closing Date without any liability to Parent, the Company or any of
its subsidiaries or any other ERISA Affiliate that, individually or in the
aggregate, would have a Company Material Adverse Effect; (xi) each agreement,
contract or other commitment, obligation or arrangement relating to a Company
Employee Plan or the assets of a Company Employee Plan (or its related trust)
including, but not limited to, each administrative services agreement, insurance
policy or annuity contract, may be amended or terminated at any time without any
liability, cost, or expense, individually or in the aggregate, to the Company
Employee Plan, the Company, or any of its subsidiaries that would have a Company
Material Adverse Effect; (xii) neither the Company, any of its subsidiaries, nor
any other Company ERISA Affiliate maintains or has ever participated in a
multiple employer welfare arrangement as described in Section 3(40)(A) of ERISA;
(xiii) no Lien has been filed by any person or entity and no Lien exists by
operation of law or otherwise on the assets of the Company or any of its
subsidiaries relating to, or as a result of, the operation or maintenance of any
Company Employee Plan, and the Company has no knowledge of the existence of
facts or circumstances that would result in the imposition of such Lien; (xiv)
neither the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby will (1) result in any material payment
becoming due to any director or any employee of the Company or any of its
subsidiaries; (2) materially increase any benefits otherwise payable under any
Company Employee Plan; (3) result in any acceleration of the time of payment or
vesting of any benefits under any Company Employee Plan to any material extent;
or (4) result, separately or in the aggregate, in an "excess parachute payment"
within the meaning of Section 280G of the Code; and (xv) no amounts payable
under any Company Employee Plan or other agreement or arrangement shall fail to
be deductible for United States federal income tax purposes by virtue of Section
162(m) of the Code.



                                    Page 14
<PAGE>   19

          (d) The Company, its subsidiaries, and each other Company ERISA
Affiliate has or will have, as of Closing, made all contributions to each
Multiemployer Plan required by the terms of such Multiemployer Plan or any
collective bargaining agreement, and except as set forth in the Company
Disclosure Schedule, none of the Company, any of its subsidiaries, any other
Company ERISA Affiliate, Parent or Merger Sub would be subject to any withdrawal
liability under Part 1 of Subtitle E of Title IV of ERISA if, as of the Closing
Date, the Company, any of its subsidiaries, or any other Company ERISA Affiliate
were to engage in a complete withdrawal (as defined in ERISA Section 4203) or a
partial withdrawal (as defined in ERISA Section 4205) from any Multiemployer
Plan which withdrawal liability is likely to be incurred in connection with the
Merger and the other transactions contemplated hereby and would have a Company
Material Adverse Effect.

          (e) The Company and its subsidiaries are in compliance with all
applicable Laws respecting employment, employment practices and wages and hours
and with all provisions of each collective bargaining agreement to which it is a
party, other than any noncompliance that would not have a Company Material
Adverse Effect. There is no pending or, to the Company's knowledge, threatened
(i) labor dispute, strike or work stoppage against the Company or any of its
subsidiaries which may materially interfere with the respective business
activities of the Company or any of its subsidiaries prior to or after the
Effective Time or (ii) charge or complaint against the Company or any of its
subsidiaries by the National Labor Relations Board or any comparable state
agency, other than such dispute, strike, stoppage, charge or complaint that
would not have a Company Material Adverse Effect.

     SECTION 3.12. Taxes. Except as set forth in the Company Disclosure Schedule
and except for such matters as would not have a Company Material Adverse Effect,
(i) all returns and reports ("Tax Returns") required to be filed by or with
respect to the Company and each of its subsidiaries have been filed; (ii) the
Company and each of its subsidiaries has paid all Taxes that are due from or
with respect to it; (iii) the Company and each of its subsidiaries has withheld
and paid all Taxes required by all applicable laws to be withheld or paid in
connection with any amounts paid or owing to any employee, creditor, independent
contractor or other third party; (iv) there are no outstanding agreements,
waivers, or arrangements extending the statutory period of limitation applicable
to any claim for, or the period for the collection or assessment of, Taxes due
from or with respect to the Company or any of its subsidiaries for any taxable
period; (v) no material audit, action, proceeding, investigation, dispute or
claim by any court, governmental or regulatory authority, or similar person is
being conducted or is pending or, to the Company's knowledge, threatened in
regard to any Taxes due from or with respect to the Company or any of its
subsidiaries or any Tax Return filed by or with respect to the Company or any of
its subsidiaries; (vi) no claim has been made by a taxing authority in a
jurisdiction in which the Company does not file Tax Returns that the Company is
required to file Tax Returns in such jurisdictions; (vii) no material assessment
of any deficiency for Taxes is proposed against the Company or any of its
subsidiaries or any of their assets; (viii) there are no Liens for Taxes (other
than for current Taxes not yet due and payable) upon the assets of the Company
or any of its subsidiaries; (ix) neither the Company nor any of its subsidiaries
has any obligation or liability for the payment of Taxes of any other person
arising as a result of Treas. Reg. ss.1.1502-6 (or any corresponding provision
of state, local or foreign income tax laws) any obligation to indemnify another
person or as a result of the Company or any of its subsidiaries assuming or


                                    Page 15
<PAGE>   20

succeeding to the Tax liability of any other person as a successor, transferee
or otherwise; (x) all Taxes accrued but not yet due and all contingent
liabilities for Taxes are adequately reflected in the reserves for Taxes in the
financial statements referred to in Section 3.07; and (xi) none of the Company
or any of its subsidiaries has been a party to any distribution occurring during
the last two years in which the parties to such distribution treated the
distribution as one to which Section 355 of the Code is applicable.

     SECTION 3.13. Affiliates. To the knowledge of the Company as of the date
hereof, the only persons who may be deemed to be affiliates of the Company under
Rule 145 of the Securities Act are its directors and executive officers. The
Company acknowledges that certificates representing shares of Parent Common
Stock issued to affiliates of the Company will bear an appropriate legend under
the Securities Act.

     SECTION 3.14. Certain Business Practices. Since the date that is five years
prior to the date of this Agreement none of the Company or any of its
subsidiaries, or, to the Company's knowledge, any directors, officers, agents or
employees of the Company or any of its subsidiaries has (a) used any funds for
unlawful contributions, gifts, entertainment or other unlawful expenses relating
to political activity, (b) made any unlawful payment to foreign or domestic
government officials or employees or to foreign or domestic political parties or
campaigns or violated any provision of the Foreign Corrupt Practices Act of
1977, as amended, or (c) made any other unlawful payment.

     SECTION 3.15. Environmental Matters.

          (a) Except as set forth in the Company Disclosure Schedule:

          (i) the properties, operations and activities of the Company and its
     subsidiaries are in compliance with all applicable Environmental Laws (as
     defined in Section 3.15(b)), other than any failure to comply as would not
     have a Company Material Adverse Effect;

          (ii) the Company and its subsidiaries and the properties and
     operations of the Company and its subsidiaries are not subject to any
     existing, pending or to the Company's knowledge, threatened action, suit,
     claim, investigation, inquiry or proceeding by or before any Governmental
     Entity under any Environmental Law, other than such actions, suits, claims,
     investigations, inquiries or proceedings as would not have a Company
     Material Adverse Effect;

          (iii) all notices, permits, licenses, or similar formal
     authorizations, if any, required to be obtained or filed by the Company or
     any of its subsidiaries under any Environmental Law in connection with any
     aspect of the business of the Company or its subsidiaries, including
     without limitation those relating to the treatment, storage, disposal or
     release of a Hazardous Substance (as defined in Section 3.15(c)), have been
     duly obtained or filed and will remain valid and in effect after the
     Merger, and the Company and its subsidiaries are in compliance with the
     terms and conditions of all such notices, permits, licenses and similar
     authorizations, other than any such failure to obtain, file, or



                                    Page 16
<PAGE>   21

     maintain in effect, or such noncompliance as would not have a Company
     Material Adverse Effect;

          (iv) the Company and its subsidiaries have satisfied and are currently
     in compliance with all financial responsibility requirements applicable to
     their operations and imposed by any Governmental Entity under any
     Environmental Law, and the Company and its subsidiaries have not received
     any notice of noncompliance with any such financial responsibility
     requirements, other than any such failure to satisfy or noncompliance as
     would not have a Company Material Adverse Effect;

          (v) there are no environmental conditions existing on any property of
     the Company or its subsidiaries or resulting from the Company's or such
     subsidiaries' operations or activities, past or present, at any location,
     that would give rise to any on-site or off-site remedial obligations
     imposed on the Company or any of its subsidiaries under any Environmental
     Laws or that would impact the soil, groundwater, surface water or human
     health, other than any such conditions as would not have a Company Material
     Adverse Effect;

          (vi) to the knowledge of the Company, since the effective date of the
     relevant requirements of applicable Environmental Laws and to the extent
     required by such applicable Environmental Laws, all hazardous or otherwise
     regulated substances generated by the Company and its subsidiaries have
     been transported only by carriers authorized under Environmental Laws to
     transport such substances and wastes, and disposed of only at treatment,
     storage, and disposal facilities authorized under Environmental Laws to
     treat, store or dispose of such substances and wastes, other than any such
     noncompliance as would not have a Company Material Adverse Effect; and

          (vii) there has been no exposure of any person or property to
     Hazardous Substances or any pollutant or contaminant, nor has there been
     any release of Hazardous Substances, or any pollutant or contaminant into
     the environment by the Company or its subsidiaries or in connection with
     their properties or operations that would give rise to any claim against
     the Company or any of its subsidiaries for damages or compensation, other
     than any such exposure or release as would not have a Company Material
     Adverse Effect.

          (b) For purposes of this Agreement, the term "Environmental Laws"
shall mean any and all laws, statutes, ordinances, rules, regulations, permits
or orders of any Governmental Entity pertaining to health or the environment
currently in effect in any and all jurisdictions in which the Company, Parent or
any of their respective subsidiaries, as applicable, owned or owns property or
has conducted or conducts business, including without limitation, the Clean Air
Act, as amended, the Comprehensive Environmental, Response, Compensation, and
Liability Act of 1980 ("CERCLA"), as amended, the Federal Water Pollution
Control Act, as amended, the Occupational Safety and Health Act of 1970, as
amended, the Resource Conservation and Recovery Act of 1976 ("RCRA"), as
amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control
Act, as amended, the Hazardous & Solid Waste Amendments Act of 1984, as amended,
the Superfund Amendments and Reauthorization Act of



                                    Page 17
<PAGE>   22

1986, as amended, any state Laws implementing the foregoing federal laws, and
all other environmental conservation or protection laws.

          (c) For purposes of this Agreement, the term "Hazardous Substance"
means any substance presently or hereafter listed, defined, designated or
classified as hazardous, toxic, radioactive or dangerous under any Environmental
Law. Hazardous Substances include any substance to which exposure is regulated
by any Governmental Entity or any Environmental Law, including without
limitation any toxic waste, pollutant, contaminant, Hazardous Substance, toxic
substance, hazardous waste, special waste, industrial substance or petroleum or
any derivative or by-product thereof, radon, radioactive material, asbestos or
asbestos containing material, urea formaldehyde, foam insulation, lead or
polychlorinated biphenyls.

     SECTION 3.16. Vote Required.

          (a) The Board of Directors of the Company at a meeting duly called and
held (i) determined that the Merger is advisable and fair and in the best
interests of the Company and its stockholders; (ii) approved the Merger and this
Agreement and the transactions contemplated by this Agreement; (iii) recommended
approval of this Agreement and the Merger by the Company's stockholders; and
(iv) directed that the Merger be submitted for consideration by the Company's
stockholders.

          (b) The only vote of the holders of any class or series of the
Company's capital stock necessary to approve the Merger and adopt this Agreement
is the affirmative vote of holders of a majority of the outstanding shares of
the Company Common Stock entitled to vote thereon represented, in person or by
proxy, at a meeting at which a quorum is present, in accordance with the rules
of the NYSE and Delaware Law (the "Requisite Company Stockholder Vote").

     SECTION 3.17. Brokers. Except for the fees payable to Goldman, Sachs & Co.,
no broker, finder or investment banker is entitled to any brokerage, finder's or
other fee or commission in connection with the transactions contemplated by this
Agreement based upon arrangements made by or on behalf of the Company. Prior to
the execution of this Agreement, the Company has delivered to Parent a complete
and correct copy of all agreements referenced in the Company Disclosure Schedule
pursuant to which any person or such firm will be entitled to any payment or
indemnification relating to the transactions contemplated by this Agreement.

     SECTION 3.18. Takeover Provisions. The Board of Directors of the Company
has approved the Merger and this Agreement, and such approval is sufficient to
render inapplicable to the Merger, this Agreement and the transactions
contemplated by this Agreement, ss. 203 of Delaware Law and Article EIGHT of the
Company's Restated Certificate of Incorporation, as amended. Except as otherwise
disclosed in the Company Disclosure Schedule, no other "fair price"
"moratorium", "control share acquisition" or other form of antitakeover statute
or regulation, charter provision or contract that relates to or includes "fair
price," "moratorium," or other antitakeover provision is applicable to the
Merger or the other transactions contemplated hereby and could materially and
adversely affect the Merger or the other transactions contemplated hereby.



                                    Page 18
<PAGE>   23

     SECTION 3.19. Insurance. The Company and each of its subsidiaries is
currently insured, and has been insured, for reasonable amounts against such
risks as companies engaged in a similar business and similarly situated would,
in accordance with good business practice, customarily be insured.

     SECTION 3.20. Certain Material Contracts. As of the date hereof and except
as set forth in the Company Disclosure Schedule or as disclosed in the Company
Reports, neither the Company nor any of its subsidiaries is a party to or bound
by (i) any "material contracts" (as such term is defined in Item 601(b)(10) of
Regulation S-K); (ii) any material joint ventures, partnerships, or similar
arrangements; (iii) other agreements or arrangements that give rise to a right
of the other parties thereto to terminate such material contract or to a right
of first refusal or similar right thereunder as a result of the execution and
delivery of this Agreement and the consummation by the Company of the Merger and
the other transactions contemplated hereby; (iv) any material employment,
consulting, severance or termination agreement with any director, officer,
employee, agent or consultant of the Company or any of its subsidiaries; (v) any
material severance programs, policies, plans or arrangements to which the
Company or any of its subsidiaries is obligated, whether or not written (except
that any of such items that are imposed by applicable Law need not be disclosed
on the Company Disclosure Schedule); or (vi) any agreements, licenses or other
arrangements that could, after the Effective Time, restrict Parent or any of its
affiliates or any successor thereto, from engaging in or competing with any line
of business or in any geographic area (collectively, the "Company Material
Contracts"). All Company Material Contracts are valid and in full force and
effect except to the extent they have previously expired in accordance with
their terms or if the failure to be in full force and effect would not have a
Company Material Adverse Effect. Neither the Company nor any of its subsidiaries
has violated any provision of, or committed or failed to perform any act which,
with or without notice, lapse of time or both, would constitute a default under
the provisions of, any Company Material Contract, except in each case for those
violations and defaults which would not result in a Company Material Adverse
Effect.

     SECTION 3.21. Principal Customers and Suppliers. The Company has made
available to Parent a list of the ten largest customers by approximate dollar
volume of the Company and its subsidiaries (the "Largest Customers") and the ten
largest suppliers by approximate dollar volume of the Company and its
subsidiaries (the "Largest Suppliers"), with the amount of revenues or payments,
as applicable, attributable to each such customer and supplier for the Company's
1999 and 2000 fiscal years and the first nine months of its 2001 fiscal year.
Except as described in the Company Disclosure Schedule, none of the Largest
Customers or Largest Suppliers has terminated or materially altered its
relationship with the Company since the beginning of the Company's 2001 fiscal
year, or, to the Company's knowledge, threatened to do so or otherwise notified
the Company of any intention to do so, except for any such terminations or
alterations as would not have a Company Material Adverse Effect.



                                    Page 19
<PAGE>   24

     SECTION 3.22. Intellectual Property.

          (a) The Company and its subsidiaries own, or have the right to use
without infringing or violating the rights of any third parties, except where
such infringement or violation has not had, or would not have, a Company
Material Adverse Effect: (i) each trademark, trade name, brand name, service
mark or other trade designation owned or licensed by or to the Company or any of
its subsidiaries, each patent, copyright and similar intellectual property owned
or licensed to or by the Company and each license, royalty, assignment or other
similar agreement and each registration and application relating to the
foregoing that is material to the conduct of the business of the Company and its
subsidiaries taken as a whole; and (ii) each agreement relating to technology,
know-how or processes that the Company or its subsidiaries is licensed or
authorized to use, or which it licenses or authorizes others to use, that is
material to the conduct of the business of the Company and its subsidiaries
taken as a whole (collectively, the "Company Intellectual Property"). No consent
of third parties will be required for the use of the Company Intellectual
Property after the Effective Time, except as set forth in the Company Disclosure
Schedule or where the failure to obtain such consent would not have, a Company
Material Adverse Effect. No claim has been asserted by any person against the
Company or any of its subsidiaries regarding the ownership of or the right to
use any Company Intellectual Property or challenging the rights of the Company
or any of its subsidiaries with respect to any of the Company Intellectual
Property which would have a Company Material Adverse Effect.

          (b) Except as set forth in the Company Disclosure Schedule, to the
Company's knowledge, no person or entity has asserted any claim that any
product, activity or operation of the Company or any of its subsidiaries
infringes upon or involves, or has resulted in the infringement of, any
proprietary right of such person or entity, except for such infringement which
has not had or would not have a Company Material Adverse Effect; and no
proceedings have been instituted, are pending or, to the Company's knowledge,
are threatened which challenge the rights of the Company or any of its
subsidiaries with respect thereto, which would have a Company Material Adverse
Effect.

     SECTION 3.23. Opinion of Financial Advisor. The Company has received the
opinion of Goldman, Sachs & Co. to the effect that, as of the date of this
Agreement, the Per Share Merger Consideration to be received by the holders of
the Company Common Stock in the Merger is fair, from a financial point of view,
to such holders.

     SECTION 3.24. Rights Agreement. The Company has made available to Parent a
true and complete copy of the Company's Rights Agreement in effect on the date
hereof. The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby will not result in a "Distribution Date" as
defined in such Rights Agreement or the triggering of any other right or
entitlement of the Company's stockholders under such Rights Agreement.

     SECTION 3.25. Information Supplied.

          (a) None of the information supplied or to be supplied by the Company
for inclusion or incorporation by reference in (A) the Form S-4 (as defined in
Section 6.02) will, at the time the Form S-4 is filed with the SEC, at any time
it is amended or supplemented or at the time it becomes effective under the
Securities Act, contain any untrue statement of a material




                                    Page 20
<PAGE>   25

fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading and (B) the Joint Proxy
Statement/Prospectus will, on the date it is first mailed to stockholders of the
Company or Parent or at the time of the meeting of the stockholders of the
Company or Parent, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading. With regard to the information supplied or to be supplied
by the Company for inclusion or incorporation by reference in the Form S-4 or
the Joint Proxy Statement/Prospectus, such information will comply as to form in
all material respects with the requirements of the Exchange Act and the
Securities Act and the rules and regulations of the SEC thereunder.

          (b) Notwithstanding the foregoing provisions of this Section 3.25, no
representation or warranty is made by the Company with respect to statements
made or incorporated by reference in the Form S-4 or the Joint Proxy
Statement/Prospectus based on information supplied by Parent for inclusion or
incorporation by reference therein.

                                   ARTICLE IV

             REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

          Parent and Merger Sub, jointly and severally, hereby represent and
warrant to the Company that, except as disclosed in the Parent Reports (as
defined in Section 4.07) filed prior to the date of this Agreement:

     SECTION 4.01. Organization and Qualification; Subsidiaries. Each of Parent
and its subsidiaries is a corporation, limited partnership or limited liability
company, duly organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation or organization, has all requisite
corporate, limited partnership or limited liability company power and authority
to own, lease and operate its properties and to carry on its business as it is
now being conducted and is duly qualified and in good standing to do business in
each jurisdiction in which the nature of the business conducted by it or the
ownership or leasing of its properties makes such qualification necessary, other
than where the failure to be so duly qualified and in good standing would not
have a Parent Material Adverse Effect. The term "Parent Material Adverse Effect"
as used in this Agreement shall mean any change or effect that, individually or
when taken together with all other such changes or effects, would be materially
adverse to the business, operations, assets, financial condition, or results of
operations of the Parent and its subsidiaries, taken as a whole; provided, that
none of the following shall be deemed in and of themselves to constitute, and
none of the following shall be taken into account in determining whether there
has been, a Parent Material Adverse Effect: (i) any change in the market price
or trading volume of the capital stock of the Parent after the date hereof, (ii)
the suspension of trading in securities generally on the NYSE or the American
Stock Exchange or the NASDAQ National Market, (iii) any adverse change, event,
development or offset arising from or relating to (A) general business or
economic conditions or (B) general business or economic conditions relating to
any industries in which the Parent or any of its subsidiaries participates, in
each case which is not specific to the Parent and its subsidiaries, and (iv) any
adverse change, event,


                                    Page 21
<PAGE>   26
development or effect arising from or relating to any change in U.S. generally
accepted accounting principles.

     SECTION 4.02. Charter and Bylaws. Parent has heretofore furnished to the
Company complete and correct copies of the charter and the bylaws, in each case
as amended or restated, of Parent. Parent is not in violation of any of the
provisions of its charter or bylaws.

     SECTION 4.03. Capitalization.

          (a) The authorized capital stock of Parent consists of (i) 1,000,000
shares of Preferred Stock par value $.01 per share, and (ii) 500,000,000 shares
of Parent Common Stock. As of March 31, 2001, 27,455,865 shares of Parent Common
Stock were issued and outstanding and no shares of Preferred Stock were issued
and outstanding. Each of the outstanding shares of capital stock of Parent is
duly authorized, validly issued, fully paid and nonassessable, and has not been
issued in violation of (nor are any of the authorized shares of capital stock of
Parent subject to) any preemptive or similar rights created by statute, the
charter or bylaws of Parent, or any agreement to which Parent is a party or
bound. Except as set forth in the Parent Disclosure Schedule, the outstanding
shares of capital stock of the subsidiaries of Parent are owned, of record and
beneficially, by Parent or another subsidiary of Parent, free and clear of all
security interests, liens, pledges or charges.

          (b) Except as set forth in the disclosure schedule delivered to the
Company (the "Parent Disclosure Schedule"), there are no options, warrants or
other rights, agreements, arrangements or commitments of any character
(including stock appreciation rights, phantom stock or similar rights,
arrangements or commitments) to which Parent or any of its subsidiaries is a
party relating to the issued or unissued capital stock of Parent or any of its
subsidiaries or obligating Parent or any of its subsidiaries to grant, issue or
sell any shares of the capital stock of Parent or any of its subsidiaries by
sale, lease, license or otherwise. Except as set forth in the Parent Disclosure
Schedule, there are no material obligations, contingent or otherwise, of Parent
or any of its subsidiaries to (i) repurchase, redeem or otherwise acquire any
shares of the capital stock of Parent or any of its subsidiaries or (ii) provide
funds to, or make any investment in (in the form of a loan, capital contribution
or otherwise), or provide any guarantee with respect to the obligations of, any
other person, other than advances to subsidiaries in the normal course of
business. Except as described in the Parent Disclosure Schedule, neither Parent
nor any of its subsidiaries (x) directly or indirectly owns, (y) has agreed to
purchase or otherwise acquire or (z) holds any interest convertible into or
exchangeable or exercisable for, any material amount of capital stock (or
equivalent equity interest) of any person (other than direct or indirect
wholly-owned subsidiaries of the Parent). Except as set forth in the Parent
Disclosure Schedule, there are no material agreements, arrangements or
commitments of any character (contingent or otherwise) pursuant to which any
person is or may be entitled to receive any payment based on the revenues or
earnings, or calculated in accordance therewith, of Parent or any of its
subsidiaries. There are no material voting trusts, proxies or other agreements
or understandings to which Parent or any of its subsidiaries is a party or by
which Parent or any of its subsidiaries is bound with respect to the voting of
any shares of capital stock of Parent or any of its subsidiaries.



                                    Page 22
<PAGE>   27

     SECTION 4.04. Authority. Parent has all requisite corporate power and
authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement by Parent and the consummation by Parent of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action and no other corporate proceedings on the part of Parent are
necessary to authorize this Agreement or to consummate the transactions
contemplated hereby (subject to, with respect to the issuance of shares of
Parent Common Stock upon consummation of the Merger, the approval of this
Agreement by the Requisite Parent Stockholder Vote as described in Section
4.15). This Agreement has been duly executed and delivered by Parent and,
assuming the due authorization, execution and delivery thereof by the Company,
constitutes the legal, valid and binding obligation of Parent, enforceable
against Parent in accordance with its terms.

     SECTION 4.05. No Conflict; Required Filings and Consents.

          (a) The execution and delivery of this Agreement by Parent does not,
and the consummation of the transactions contemplated hereby will not (i)
conflict with or violate the charter or bylaws, in each case as amended or
restated, of Parent or any of its subsidiaries, (ii) conflict with or violate
any Laws applicable to Parent or any of its subsidiaries or by which any of
their assets is bound or subject or (iii) result in any breach of or constitute
a default (or an event that with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or require payment under, or result in the
creation of a Lien on any of the assets of Parent or any of its subsidiaries
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which Parent or
any of its subsidiaries is a party or by or to which Parent or any of its
subsidiaries or any of their assets is bound or subject, except, with respect to
clauses (ii) and (iii) above, such conflicts, violations, breaches, defaults,
terminations, amendments, accelerations, cancellations, payments or Liens as
would not have a Parent Material Adverse Effect, or (B) as set forth in the
Parent Disclosure Schedule.

          (b) No filing with or notification to, and no consent, license,
approval, permit, waiver, order or authorization of, any Governmental Entity is
necessary for the execution of this Agreement by the Parent or the consummation
by Parent of the transactions contemplated by this Agreement, except: (i) the
filing of a premerger notification and report form under the HSR Act; (ii) the
filing with the SEC of: (A) the Joint Proxy Statement/Prospectus; and (B) such
reports under the Exchange Act, as may be required in connection with this
Agreement and the transactions contemplated by this Agreement; (iii) the filing
of the certificate of merger with the Delaware Secretary of State and
appropriate documents with the relevant authorities of other states in which the
Merger Sub is qualified to do business; and (iv) such filings with or
notifications to, and such consents, license, approvals, permits, waivers,
orders, or authorizations of, any Governmental Entities the failure of which to
make or receive would not have a Parent Material Adverse Effect.

     SECTION 4.06. Permits; Compliance. Except as set forth in the Parent
Disclosure Schedule, each of Parent and its subsidiaries is in possession of all
franchises, grants, authorizations, licenses, permits, easements, variances,
exemptions, consents, certificates,



                                    Page 23
<PAGE>   28

approvals and orders necessary to own, lease and operate its properties and to
carry on its business as it is now being conducted (collectively, the "Parent
Permits"), and there is no Litigation pending or, to Parent's knowledge,
threatened regarding suspension or cancellation of any of the Parent Permits,
other than the failure to so possess, or such Litigation which would not have a
Parent Material Adverse Effect. Neither Parent nor any of its subsidiaries is in
conflict with, or in default (nor has there occurred any event that with notice
or lapse of time or both would become a default) or violation of (a) any Law
applicable to Parent or any of its subsidiaries or by or to which any of their
assets is bound or subject or (b) any of the Parent Permits, except for such
conflicts, defaults or violations as would not have a Parent Material Adverse
Effect.

     SECTION 4.07. SEC Filings; Financial Statements.

          (a) Parent has filed with the SEC all forms, reports, statements, and
documents required to be filed by it pursuant to the Securities Act and the
Exchange Act, and the rules and regulations promulgated thereunder, together
with all amendments thereto and will file all such forms, reports, statements
and documents required to be filed by it prior to the Effective Time
(collectively, the "Parent Reports"), and has otherwise complied in all material
respects with the requirements of the Securities Act and the Exchange Act.

          (b) As of their respective dates, Parent Reports did not and (in the
case of Parent Reports filed after the date of this Agreement) will not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements made therein,
in light of the circumstances under which they were or (in the case of Parent
Reports filed after the date of this Agreement) will be made, not misleading.

          (c) Each of the historical consolidated balance sheets included in or
incorporated by reference into Parent Reports as of its date, and each of the
historical consolidated statements of income and earnings, stockholders' equity,
and cash flows included in or incorporated by reference into Parent Reports
(including any related notes and schedules) fairly presents or will (in the case
of Parent Reports filed after the date of this Agreement) fairly present in all
material respects the consolidated financial condition, results of operations,
stockholders' equity, and cash flows, as the case may be, of Parent and its
subsidiaries for the periods set forth (subject, in the case of unaudited
statements, to normal year-end audit adjustments), in each case, in accordance
with GAAP.

     SECTION 4.08. Absence of Certain Changes or Events. Except as disclosed in
Parent Reports filed prior to the date of this Agreement or as set forth in the
Company Disclosure Schedule and except for the transactions contemplated hereby,
from December 31, 2000 (the "Parent Balance Sheet Date") through the date
hereof, Parent and its subsidiaries, taken as a whole, have conducted their
businesses only in the ordinary course and in a manner consistent with past
practice and there has not been: (a) any damage, destruction or loss (whether or
not covered by insurance) with respect to any assets of Parent or any of its
subsidiaries that would have a Parent Material Adverse Effect; (b) any material
change by Parent or any of its subsidiaries in their accounting methods,
principles or practices (except as may be required by applicable Law or GAAP);
(c) any declaration, setting aside or payment of any dividends or



                                    Page 24
<PAGE>   29

distributions in respect of shares of the capital stock of Parent or any of its
subsidiaries (other than dividends permitted in Article V), or any redemption,
purchase or other acquisition by Parent or any of its subsidiaries of any of
their securities (other than repurchases after the Parent Balance Sheet Date
pursuant to stock repurchase programs disclosed in the Parent Reports); (d) any
split, combination or reclassification of any capital stock of Parent or any of
its subsidiaries or any issuance or the authorization of any issuance of any
other securities in respect of, in lieu of or in substitution for shares of
capital stock of Parent or any of its subsidiaries; (e) any acquisition,
divestiture, or investment in the equity or debt securities of any person
(including in any joint venture or similar arrangement) material to Parent and
its subsidiaries, taken as a whole; (f) any entry by Parent or any of its
subsidiaries into any commitment or transaction material to Parent and its
subsidiaries, taken as a whole, other than in the ordinary course of business
and consistent with past practice; or (g) any Parent Material Adverse Effect.

     SECTION 4.09. No Undisclosed Liabilities. As of the date hereof, except as
and to the extent set forth in the Parent Disclosure Schedule, in the audited
consolidated financial statements of Parent for the period ended as of December
31, 2000 or in the Parent Reports, neither Parent nor any of its subsidiaries
has any material Liabilities of a type required to be recorded on a balance
sheet or notes thereto under GAAP which are not so recorded.

     SECTION 4.10. Absence of Litigation. Except as set forth in the Parent
Disclosure Schedule and except as would not have a Parent Material Adverse
Effect, there is no Litigation pending or, to Parent's knowledge, threatened
against Parent or any of its subsidiaries or any assets or rights of Parent or
any of its subsidiaries and neither Parent nor any of its subsidiaries is
subject to any material continuing order of, consent decree, settlement
agreement or other similar material written agreement with, or, continuing
investigation by, any Governmental Entity, or any material judgment, order,
writ, injunction, decree or award of any Government Entity or arbitrator,
including, without limitation, cease-and-desist or other orders.

     SECTION 4.11. Employee Benefit Plans; Labor Matters.

          (a) Set forth in the Parent Disclosure Schedule is a complete and
correct list of all employee benefit plans, arrangements or agreements,
including, but not limited to, any employee benefit plan within the meaning of
Section 3(3) of ERISA, all plans or policies providing for "fringe benefits,"
all other bonus, incentive compensation, deferred compensation, profit sharing,
severance, stock option, stock purchase, stock appreciation right, supplemental
unemployment, layoff, consulting, or any other similar plan, agreement, policy
or understanding, and any trust, escrow or other agreement related thereto,
which provides benefits, or describes policies or procedures applicable, to any
officer, employee, director, consultant, former officer or former director of
Parent, any of its subsidiaries, or any other Parent ERISA Affiliate, or any
dependent or beneficiary thereof (each, a "Parent Employee Plan," and
collectively, the "Parent Employee Plans"). The term "Parent ERISA Affiliate"
means any corporation, trade or business which together with Parent would be
deemed to be a single employer under the provisions of ERISA or Code Section
414. Except as set forth in the Parent Disclosure Schedule or as otherwise
contemplated pursuant to this Agreement, neither Parent nor any of its
subsidiaries has communicated to any employee of Parent or any of its
subsidiaries any intention or commitment



                                    Page 25
<PAGE>   30

to materially modify any Parent Employee Plan or to establish or implement any
other material benefit plan, program or arrangement.

          (b) With respect to each Parent Employee Plan, the Parent has made
available to Company true, correct and complete copies of (i) the plan documents
and summary plan descriptions and any amendments or modifications thereto other
than for any plans that are Multiemployer Plans; (ii) the most recent
determination letter, if applicable, received from the IRS and a copy of any
pending applications with the IRS; (iii) the annual reports required to be filed
for the two most recent plan years, including all attachments, exhibits and
schedules thereto; (iv) the two most recent actuarial reports, if applicable;
(v) all related trust agreements, insurance contracts or other funding
agreements; and (vi) all other documents, records or other materials related
thereto reasonably requested by Company.

          (c) Except as set forth in the Parent Disclosure Schedule, (i) each of
the Parent Employee Plans has been operated and administered in all material
respects in compliance with applicable Law, including but not limited to ERISA
and the Code; (ii) each of the Parent Employee Plans intended to be "qualified"
within the meaning of Section 401(a) of the Code has received a determination
letter from the IRS to such effect and Parent knows of no event that would cause
the disqualification of any such Parent Employee Plan; (iii) with respect to
each Parent Employee Plan that is subject to Title IV of ERISA, the present
value of such Parent Employee Plan's "accumulated benefit obligation," based on
reasonable actuarial assumptions set forth in the actuarial statement for the
Parent Employee Plan, did not, as of its then latest valuation date, exceed the
fair value of the assets of such Parent Employee Plan allocable to such
obligation in an amount that would have a Parent Material Adverse Effect; (iv)
no Parent Employee Plan provides welfare benefits (whether or not insured) with
respect to current or former employees of Parent or any of its subsidiaries
beyond their retirement or other termination of service, other than coverage
mandated by applicable law; (v) no liability under Title IV of ERISA or Section
412 of the Code has been incurred (directly or indirectly) by Parent or a Parent
ERISA Affiliate that has not been satisfied in full; (vi) no Parent Employee
Plan is a Multiemployer Plan, or a plan described in Section 4063 of ERISA;
(vii) all contributions or other amounts payable by Parent or any Parent ERISA
Affiliate as of the Closing Date with respect to each Parent Employee Plan in
respect of current or prior plan years have been paid or accrued in accordance
with GAAP and, if applicable, Section 412 of the Code; (viii) neither Parent,
any subsidiary, nor any other Parent ERISA Affiliate has engaged in a
transaction in connection with which Parent or any of its subsidiaries or any
other Parent ERISA Affiliate would be subject to either a civil penalty assessed
pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section
4975 or 4976 of the Code that would have a Parent Material Adverse Effect; (ix)
there are no pending, anticipated or, to the knowledge of Parent, threatened
claims (other than routine claims for benefits) by, on behalf of or against any
of the Parent Employee Plans or any trusts related thereto or against any
employee benefit plan formerly maintained by Parent or any of its subsidiaries;
(x) the Parent Employee Plans could be terminated as of the Closing Date without
any liability to Company, the Parent or any of its subsidiaries or any other
ERISA Affiliate that, individually or in the aggregate, would have a Parent
Material Adverse Effect; (xi) each agreement, contract or other commitment,
obligation or arrangement relating to a Parent Employee Plan or the assets of a
Parent Employee Plan (or its related trust) including, but not limited to, each
administrative services agreement, insurance



                                    Page 26
<PAGE>   31
policy or annuity contract, may be amended or terminated at any time without any
liability, cost, or expense, individually or in the aggregate, to the Parent
Employee Plan, the Parent, or any of its subsidiaries that would have a Parent
Material Adverse Effect; (xii) neither Parent, any of its subsidiaries, nor any
other Parent ERISA Affiliate maintains or has ever participated in a multiple
employer welfare arrangement as described in Section 3(40)(A) of ERISA; (xiii)
no Lien has been filed by any person or entity and no lien exists by operation
of law or otherwise on the assets of Parent or any of its subsidiaries relating
to, or as a result of, the operation or maintenance of any Parent Employee Plan,
and Parent has no knowledge of the existence of facts or circumstances that
would result in the imposition of such Lien; (xiv) neither the execution and
delivery of this Agreement nor the consummation of the transactions contemplated
hereby will (1) result in any material payment becoming due to any director or
any employee of Parent or any of its subsidiaries; (2) materially increase any
benefits otherwise payable under any Parent Employee Plan; (3) result in any
acceleration of the time of payment or vesting of any benefits under any Parent
Employee Plan to any material extent; or (4) result, separately or in the
aggregate, in an "excess parachute payment" within the meaning of Section 280G
of the Code; and (xv) no amounts payable under any Parent Employee Plan or other
agreement or arrangement shall fail to be deductible for United States federal
income tax purposes by virtue of Section 162(m) of the Code.

          (d) The Parent, its subsidiaries, and each other Parent ERISA
Affiliate has or will have, as of Closing, made all contributions to each
Multiemployer Plan required by the terms of such Multiemployer Plan or any
collective bargaining agreement, and except as set forth in the Parent
Disclosure Schedule, none of the Parent, any of its subsidiaries, any other
Parent ERISA Affiliate, Parent or Merger Sub would be subject to any withdrawal
liability under Part 1 of Subtitle E of Title IV of ERISA if, as of the Closing
Date, the Parent, any of its subsidiaries, or any other Parent ERISA Affiliate
were to engage in a complete withdrawal (as defined in ERISA Section 4203) or a
partial withdrawal (as defined in ERISA Section 4205) from any Multiemployer
Plan which withdrawal liability is likely to be incurred in connection with the
Merger and the other transactions contemplated hereby and would have a Parent
Material Adverse Effect.

          (e) Parent and its subsidiaries are in compliance with all applicable
Laws respecting employment, employment practices and wages and hours and with
all provisions of each collective bargaining agreement to which it is a party,
other than any noncompliance that would not have a Parent Material Adverse
Effect. There is no pending or, to Parent's knowledge, threatened (i) labor
dispute, strike or work stoppage against Parent or any of its subsidiaries which
may materially interfere with the respective business activities of Parent or
any of its subsidiaries prior to or after the Effective Time, or (ii) charge or
complaint against Parent or any of its subsidiaries by the National Labor
Relations Board or any comparable state agency, other than such dispute, strike,
stoppage, charge or complaint that would not have a Parent Material Adverse
Effect.

     SECTION 4.12. Taxes. Except as set forth in the Parent Disclosure Schedule
and except for such matters as would not have a Parent Material Adverse Effect,
(i) all returns and reports ("Tax Returns") required to be filed by or with
respect to Parent and each of its subsidiaries have been filed; (ii) Parent and
each of its subsidiaries has paid all Taxes that are



                                    Page 27
<PAGE>   32

due from or with respect to it; (iii) Parent and each of its subsidiaries has
withheld and paid all Taxes required by all applicable laws to be withheld or
paid in connection with any amounts paid or owing to any employee, creditor,
independent contractor or other third party; (iv) there are no outstanding
agreements, waivers, or arrangements extending the statutory period of
limitation applicable to any claim for, or the period for the collection or
assessment of, Taxes due from or with respect to Parent or any of its
subsidiaries for any taxable period; (v) no material audit, action, proceeding,
investigation, dispute or claim by any court, governmental or regulatory
authority, or similar person is being conducted or is pending or, to the
Parent's knowledge, threatened in regard to any Taxes due from or with respect
to Parent or any of its subsidiaries or any Tax Return filed by or with respect
to Parent or any of its subsidiaries; (vi) no claim has been made by a taxing
authority in a jurisdiction in which Parent does not file Tax Returns that
Parent is required to file Tax Returns in such jurisdictions; (vii) no material
assessment of any deficiency for Taxes is proposed against Parent or any of its
subsidiaries or any of their assets; (viii) there are no Liens for Taxes (other
than for current Taxes not yet due and payable) upon the assets of Parent or any
of its subsidiaries; (ix) neither Parent nor any of its subsidiaries has any
obligation or liability for the payment of Taxes of any other person arising as
a result of Treas. Reg. ss.1.1502-6 (or any corresponding provision of state,
local or foreign income tax laws) any obligation to indemnify another person or
as a result of Parent or any of its subsidiaries assuming or succeeding to the
Tax liability of any other person as a successor, transferee or otherwise; (x)
all Taxes accrued but not yet due and all contingent liabilities for Taxes are
adequately reflected in the reserves for Taxes in the financial statements
referred to in Section 4.07; and (xi) none of Parent or any of its subsidiaries
has been a party to any distribution occurring during the last two years in
which the parties to such distribution treated the distribution as one to which
Section 355 of the Code is applicable.

     SECTION 4.13. Certain Business Practices. Since the date that is five years
prior to the date of this Agreement none of Parent or any of its subsidiaries,
or, to the knowledge of Parent, any directors, officers, agents or employees of
Parent or any of its subsidiaries has (a) used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses relating to
political activity, (b) made any unlawful payment to foreign or domestic
government officials or employees or to foreign or domestic political parties or
campaigns or violated any provision of the Foreign Corrupt Practices Act of
1977, as amended, or (c) made any other unlawful payment.

     SECTION 4.14. Environmental Matters.

          (a) Except as set forth in the Parent Disclosure Schedule:

          (i) the properties, operations and activities of Parent and its
     subsidiaries are in compliance with all applicable Environmental Laws,
     other than any failure to comply as would not have a Parent Material
     Adverse Effect;

          (ii) Parent and its subsidiaries and the properties and operations of
     Parent and its subsidiaries are not subject to any existing, pending or to
     the Parent's knowledge, threatened action, suit, claim, investigation,
     inquiry or proceeding by or before any Governmental Entity under any
     Environmental Law, other than such actions, suits,



                                    Page 28
<PAGE>   33
          claims, investigations, inquiries or proceedings as would not have a
          Parent Material Adverse Effect;

               (iii) all notices, permits, licenses, or similar formal
          authorizations, if any, required to be obtained or filed by Parent or
          any of its subsidiaries under any Environmental Law in connection with
          any aspect of the business of Parent or its subsidiaries, including
          without limitation those relating to the treatment, storage, disposal
          or release of a Hazardous Substance, have been duly obtained or filed
          and will remain valid and in effect after the Merger, and Parent and
          its subsidiaries are in compliance with the terms and conditions of
          all such notices, permits, licenses and similar authorizations, other
          than any such failure to obtain, file, or maintain in effect, or such
          noncompliance as would not have a Parent Material Adverse Effect;

               (iv) Parent and its subsidiaries have satisfied and are currently
          in compliance with all financial responsibility requirements
          applicable to their operations and imposed by any Governmental Entity
          under any Environmental Law, and Parent and its subsidiaries have not
          received any notice of noncompliance with any such financial
          responsibility requirements, other than any such failure to satisfy or
          noncompliance as would not have a Parent Material Adverse Effect;

               (v) there are no environmental conditions existing on any
          property of Parent or its subsidiaries or resulting from Parent's or
          such subsidiaries' operations or activities, past or present, at any
          location, that would give rise to any material on-site or off-site
          remedial obligations imposed on Parent or any of its subsidiaries
          under any Environmental Laws or that would impact the soil,
          groundwater, surface water or human health, other than any such
          conditions as would not have a Parent Material Adverse Effect; and

               (vi) to the knowledge of Parent, since the effective date of the
          relevant requirements of applicable Environmental Laws and to the
          extent required by such applicable Environmental Laws, all hazardous
          or otherwise regulated substances generated by Parent and its
          subsidiaries have been transported only by carriers authorized under
          Environmental Laws to transport such substances and wastes, and
          disposed of only at treatment, storage, and disposal facilities
          authorized under Environmental Laws to treat, store or dispose of such
          substances and wastes, other than any such noncompliance as would not
          have a Parent Material Adverse Effect; and

               (vii) there has been no exposure of any person or property to
          Hazardous Substances or any pollutant or contaminant, nor has there
          been any release of Hazardous Substances, or any pollutant or
          contaminant into the environment by Parent or its subsidiaries or in
          connection with their properties or operations that would give rise to
          any claim against Parent or any of its subsidiaries for damages or
          compensation, other than any such exposure or release as would not
          have a Parent Material Adverse Effect.



                                    Page 29
<PAGE>   34

     SECTION 4.15. Vote Required.

          (a) The Board of Directors of Parent at a meeting duly called and
held: (i) determined that the Merger is advisable and fair and in the best
interests of Parent and its stockholders; (ii) approved the Merger and this
Agreement and the transactions contemplated by this Agreement; (iii) recommended
approval of this Agreement and the Merger by Parent's stockholders; and (iv)
directed that the Merger be submitted for consideration by Parent's
stockholders.

          (b) The only vote of the holders of any class or series of Parent
capital stock necessary to approve the issuance of the shares of Parent Common
Stock contemplated by this Agreement is the approval by the holders of a
majority of the shares of Parent Common Stock present and voting at a meeting of
its stockholders at which a quorum is present, in accordance with the rules of
the NYSE (the "Requisite Parent Stockholder Vote").

     SECTION 4.16. Brokers. Except for the fees payable to Bear, Stearns & Co.
Inc. and Morgan Stanley & Co. Incorporated, no broker, finder or investment
banker is entitled to any brokerage, finder's or other fee or commission in
connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of Parent.

     SECTION 4.17. Takeover Provisions. The Board of Directors of Parent has
approved the Merger and this Agreement, and such approval is sufficient to
render inapplicable to the Merger, this Agreement, and the transactions
contemplated by this Agreement, ss. 203 of Delaware Law of Parent's Certificate
of Incorporation, as amended. Except as otherwise disclosed in the Parent
Disclosure Schedule, no other "fair price" "moratorium", "control share
acquisition" or other form of antitakeover statute or regulation, charter
provision or contract that relates to or includes "fair price," "moratorium," or
other antitakeover provision is applicable to the Merger or the other
transactions contemplated hereby and could materially and adversely affect the
Merger or the other transactions contemplated hereby.

     SECTION 4.18. Insurance. Parent and each of its subsidiaries is currently
insured, and has been insured, for reasonable amounts against such risks as
companies engaged in a similar business and similarly situated would, in
accordance with good business practice, customarily be insured.

     SECTION 4.19. Certain Material Contracts. As of the date hereof and except
as set forth in the Parent Disclosure Schedule or as disclosed in the Parent
Reports, neither the Parent nor any of its subsidiaries is a party to or bound
by (i) any "material contracts" (as such term is defined in Item 601(b)(10) of
Regulation S-K); (ii) any material joint ventures, partnerships, or similar
arrangements; (iii) other agreements or arrangements that give rise to a right
of the other parties thereto to terminate such material contract or to a right
of first refusal or similar right thereunder as a result of the execution and
delivery of this Agreement and the consummation by the Parent of the Merger and
the other transactions contemplated hereby; (iv) any material employment,
consulting, severance or termination agreement with any director, officer,
employee, agent or consultant of the Parent or any of its subsidiaries; or (v)
any material severance programs, policies, plans or arrangements to which Parent
or any of its subsidiaries is



                                    Page 30
<PAGE>   35

obligated whether or not written (except that any such items that are imposed by
applicable Law need not be disclosed on the Parent Disclosure Schedule)
(collectively, the "Parent Material Contracts"). All Parent Material Contracts
are valid and in full force and effect except to the extent they have previously
expired in accordance with their terms or if the failure to be in full force and
effect would not have a Parent Material Adverse Effect. Neither the Parent nor
any of its subsidiaries has violated any provision of, or committed or failed to
perform any act which, with or without notice, lapse of time or both, would
constitute a default under the provisions of, any Parent Material Contract,
except in each case for those violations and defaults which would not result in
a Parent Material Adverse Effect.

     SECTION 4.20. Principal Customers and Suppliers. The Parent has made
available to the Company a list of the ten largest customers by approximate
dollar volume of the Parent and its subsidiaries (the "Largest Customers") and
the ten largest suppliers by approximate dollar volume of the Parent and its
subsidiaries (the "Largest Suppliers"), with the amount of revenues or payments,
as applicable, attributable to each such customer and supplier for the Parent's
1999 and 2000 fiscal years. Except as described in the Parent Disclosure
Schedule, none of the Largest Customers or Largest Suppliers has terminated or
materially altered its relationship with the Parent since the beginning of the
Parent's 2001 fiscal year, or, to the Parent's knowledge, threatened to do so or
otherwise notified the Parent of any intention to do so, except for any such
terminations or alterations as would not have a Parent Material Adverse Effect.

     SECTION 4.21. Intellectual Property.

          (a) Parent and its subsidiaries own, or have the right to use without
infringing or violating the rights of any third parties, except where such
infringement or violation has not had, or would not have a Parent Material
Adverse Effect (i) each trademark, trade name, brand name, service mark or other
trade designation owned or licensed by or to Parent or any of its subsidiaries,
each patent, copyright and similar intellectual property owned or licensed to or
by Parent and each license, royalty, assignment or other similar agreement and
each registration and application relating to the foregoing that is material to
the conduct of the business of Parent and its subsidiaries taken as a whole; and
(ii) each agreement relating to technology, know-how or processes that Parent or
its subsidiaries is licensed or authorized to use, or which it licenses or
authorizes others to use, that is material to the conduct of the business of
Parent and its subsidiaries taken as a whole (collectively, the "Parent
Intellectual Property"). No consent of third parties will be required for the
use of the Parent Intellectual Property after the Effective Time, except as set
forth in the Parent Disclosure Schedule or where the failure to obtain such
consent would not have a Parent Material Adverse Effect. No claim has been
asserted by any person against Parent or any of its subsidiaries regarding the
ownership of or the right to use any Parent Intellectual Property or challenging
the rights of Parent or any of its subsidiaries with respect to any of the
Parent Intellectual Property which would have a Parent Material Adverse Effect.

          (b) Except as set forth in the Parent Disclosure Schedule, to Parent's
knowledge, no person or entity has asserted any claim that any product, activity
or operation of Parent or any of its subsidiaries infringes upon or involves, or
has resulted in the infringement of,



                                    Page 31
<PAGE>   36

any proprietary right of such person or entity, except for such infringement
which has not had, or would not have a Parent Material Adverse Effect; and no
proceedings have been instituted, are pending or, to Parent's knowledge, are
threatened which challenge the rights of Parent or any of its subsidiaries with
respect thereto, which would have a Parent Material Adverse Effect.

     SECTION 4.22. Opinion of Financial Advisors. Parent has received the
opinions of each of Bear, Stearns & Co. Inc. and Morgan Stanley & Co.
Incorporated to the effect that, as of the date of this Agreement, the Per Share
Merger Consideration is fair, from a financial point of view, to Parent's
stockholders.

     SECTION 4.23. Rights Agreement Parent has made available to the Company a
true and complete copy of Parent's Rights Agreement in effect on the date
hereof. The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby will not result in a "Distribution Date" as
defined in such Rights Agreement or the triggering of any other right or
entitlement of Parent's stockholders under such Rights Agreement.

     SECTION 4.24. Commitment Letters As of the date of this Agreement, Parent
has obtained and has provided to the Company a true and correct copy of
commitment letters to provide funds sufficient to pay the aggregate Cash
Consideration contemplated under this Agreement and any refinancing of the
indebtedness of Parent and its subsidiaries required in connection with the
Merger.

     SECTION 4.25. Information Supplied.

          (a) None of the information supplied or to be supplied by Parent for
inclusion or incorporation by reference in (A) the Form S-4 will, at the time
the Form S-4 is filed with the SEC, at any time it is amended or supplemented or
at the time it becomes effective under the Securities Act, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading and (B) the Joint Proxy
Statement/Prospectus will, on the date it is first mailed to stockholders of
Parent or Parent or at the time of the meeting of the stockholders of Parent or
Parent, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. With regard to the information supplied or to be supplied by the
Parent for inclusion or incorporation by reference in the Form S-4 and the Joint
Proxy Statement/Prospectus, such information will comply as to form in all
material respects with the requirements of the Exchange Act and the Securities
Act and the rules and regulations of the SEC thereunder.

          (b) Notwithstanding the foregoing provisions of this Section 4.25, no
representation or warranty is made by Parent with respect to statements made or
incorporated by reference in the Form S-4 or the Joint Proxy
Statement/Prospectus based on information supplied by the Company for inclusion
or incorporation by reference therein.



                                    Page 32
<PAGE>   37

     SECTION 4.26. Merger Sub Operations. Merger Sub has not engaged in any
business since it was incorporated other than in connection with its
organization and the transactions contemplated by this Agreement.


                                    ARTICLE V

                                    COVENANTS

     SECTION 5.01. Affirmative Covenants of the Company. Except as set forth in
the Company Disclosure Schedule, as required by applicable Law, as expressly
contemplated by this Agreement or as otherwise consented to in writing by
Parent, from the date of this Agreement until the Effective Time, the Company
hereby covenants and agrees that the Company will and will cause each of its
subsidiaries to:

          (a) operate its business in all material respects only in the usual
and ordinary course consistent with past practices;

          (b) use its commercially reasonable efforts to preserve substantially
intact its business organization and material lines of business, maintain its
Company Material Contracts, Company Permits and Company Intellectual Property
and other material rights, retain the services of its respective officers and
key employees and maintain its relationships with its customers and suppliers
and others having business dealings with them to the end that their goodwill and
ongoing businesses will be unimpaired at the Effective Time;

          (c) maintain and keep its assets in as good repair and condition as at
present, ordinary wear and tear excepted, and maintain supplies and inventories
in quantities consistent with its customary business practice; and

          (d) perform in all material respects its obligations under all Company
"material contracts" (as such term is defined in Item 601(b)(10) of Regulation
S-K) to which it is a party or by which it is bound.

     SECTION 5.02. Negative Covenants of the Company. Except as set forth in the
Company Disclosure Schedule, as required by applicable Law, as expressly
contemplated by this Agreement or as otherwise consented to in writing by
Parent, from the date of this Agreement until the Effective Time, the Company
will not do, and will not permit any of its subsidiaries to do, any of the
following:

          (a) (i) increase the compensation, deferred compensation, or
termination pay payable to or to become payable, to any director, executive
officer, employee, agent or consultant of the Company or any of its subsidiaries
except for increases in the ordinary course of business, including without
limitation, increases resulting from the operation of compensation arrangements
in effect prior to the date hereof; (ii) grant any severance (other than
pursuant to the normal severance policy as in effect on the date of this
Agreement) to, or enter into or amend in any material respect any employment or
severance agreement with, any director, officer,



                                    Page 33
<PAGE>   38

employee, agent or consultant of the Company or any of its subsidiaries; (iii)
establish, adopt, enter into or amend in any material respect any bonus,
insurance, severance, deferred compensation, pension, retirement, profit sharing
or other employee benefit plan or arrangement; or (iv) amend or otherwise modify
in any respect that would be materially adverse to the Company or any of its
subsidiaries, or take any such other materially adverse actions with respect to,
any of the Company Material Contracts, any Company Employee Plan or any other
material employee benefit plans, programs, agreements, policies or other
arrangements described in this Agreement;

          (b) declare or pay any dividend on, or make any other distribution in
respect of, outstanding shares of capital stock, except for (i) dividends by a
wholly owned subsidiary of the Company to the Company, or another wholly owned
subsidiary of the Company, (ii) dividends by a non-wholly owned subsidiary of
the Company to the Company, another subsidiary of the Company or any other
equity holder of such subsidiary so long as such dividends are declared and paid
on a pro rata basis in the ordinary course of business consistent with past
practices, and (iii) quarterly dividends of the Company in amounts consistent
with past practices; provided, however, that the record dates of such dividends
shall be as disclosed in the Company Disclosure Schedule;

          (c) (i) redeem, purchase or otherwise acquire, or agree to redeem,
purchase or otherwise acquire any shares of its or any of its subsidiaries'
capital stock or any securities or obligations convertible into or exchangeable
for any shares of its or its subsidiaries' capital stock, or any options,
warrants or conversion or other rights (including any stock appreciation rights,
phantom stock or similar rights) to acquire any shares of its or its
subsidiaries' capital stock or any such securities or obligations; (ii) adopt a
plan with respect to or effect any liquidation, dissolution, restructuring,
reorganization or recapitalization of the Company; or (iii) split, combine or
reclassify any of the Company's capital stock or issue or authorize or propose
the issuance of any other securities in respect of, in lieu of or in
substitution for, shares of the Company's capital stock;

          (d) (i) issue, deliver, award, grant or sell, or authorize or propose
the issuance, delivery, award, grant or sale (including the grant of any Liens
or limitations on voting rights) of, any shares of any class of its or its
subsidiaries' capital stock (including shares held in treasury), any securities
convertible into or exercisable or exchangeable for any such shares, or any
rights, warrants or options (including any stock appreciation rights, phantom
stock or similar rights) to acquire any such shares, other than issuances,
deliveries, awards, grants or sales of its capital stock pursuant to obligations
outstanding as of the date of this Agreement; or (ii) amend or otherwise modify
the terms of any such rights, warrants or options the effect of which would be
to make such terms materially less favorable to the Company or any of its
subsidiaries;

          (e) acquire or agree to acquire, by merging or consolidating with, by
purchasing an equity interest in or a portion of the assets of, by forming a
partnership or joint venture, or by any other manner, any business or any
corporation, partnership, association or other business organization or division
thereof or otherwise acquire or agree to acquire any assets (collectively,
"Acquisitions") except for any such Acquisitions (A) in which the fair market
value of the total consideration paid by the Company and its subsidiaries does
not exceed in the


                                    Page 34

<PAGE>   39
aggregate $10,000,000 and (B) that do not present a material risk of making it
more difficult to obtain any consents or approvals (including pursuant to the
HSR Act) required to consummate the transactions contemplated by this Agreement;

          (f) sell, lease, exchange, mortgage, pledge, transfer or otherwise
dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or
otherwise dispose of, any of its material assets or any material assets of any
of its subsidiaries (including securities), except for dispositions of
inventories and of assets in the ordinary course of business and consistent with
past practice;

          (g) release any third party from its obligations, or grant any
consent, under any existing standstill provision relating to an Acquisition
Proposal (as defined in Section 5.04(a)), or under any similar confidentiality
or other agreement, or fail to fully enforce any such agreement;

          (h) adopt or propose to adopt any amendments to its bylaws which would
have an adverse impact on the consummation of the Merger and the other
transactions contemplated by this Agreement or adopt or propose to adopt any
amendments to its charter;

          (i) incur any obligation for borrowed money or purchase money
indebtedness (including as a guarantor or surety), whether or not evidenced by a
note, bond, debenture or similar instrument if such incurrence would interfere
with or make more difficult the consummation of the Merger or the other
transactions contemplated hereby or increase the cost to Parent of consummating
the Merger and such other transactions or make or incur any capital expenditure
except in the ordinary course of business consistent with past practice;

          (j) make any loan, advance or capital contribution to, or investment
in, any person (other than by the Company to any of its wholly-owned
subsidiaries or by any wholly-owned subsidiary of the Company to another
wholly-owned subsidiary of the Company or to the Company);

          (k) enter into any material arrangement, agreement or contract with
any third party (other than customers in the ordinary course of business) that
provides for an exclusive arrangement with that third party for a term of more
than one year;

          (l) enter into any arrangement, agreement or contract (i) that could,
after the Effective Time, restrict Parent or any of its affiliates or any
successor thereto, from engaging or competing in any line of business or in any
geographic area except as otherwise may be agreed to by Parent in connection
with the contemplated dispositions set forth in the Company Disclosure Schedule;
or (ii) that would be a Company Material Contract had such contract been in
existence on the date hereof;

          (m) enter into, amend or extend any exclusive arrangement, agreement
or contract for milk supply unless such arrangement, agreement or contract
expires or may be terminated on or before December 31, 2001 without penalty;





                                    Page 35
<PAGE>   40

          (n) dispose of any part of its investment in White Wave, Inc., amend
in any material respect the agreements with respect to such investment or waive
any material rights relating thereto; or

          (o) agree in writing to do any of the foregoing.

     SECTION 5.03. AFFIRMATIVE AND NEGATIVE COVENANTS OF PARENT AND MERGER SUB.

          (a) Except as set forth in the Parent Disclosure Schedule, as required
by applicable Law, as expressly contemplated by this Agreement or as otherwise
consented to in writing by the Company, from the date of this Agreement until
the Effective Time, Parent hereby covenants and agrees that Parent will and will
cause each of its subsidiaries to:

               (i) operate its business in all material respects in the usual
          and ordinary course consistent with past practices;

               (ii) use its commercially reasonable efforts to preserve
          substantially intact its business organization and material lines of
          business, maintain its material rights, retain the services of its
          respective officers and key employees and maintain its relationships
          with its customers and suppliers and others having business dealings
          with them to the end that their goodwill and ongoing businesses will
          be unimpaired at the Effective Time; and

               (iii) perform in all material respects its obligations under all
          Parent "material contracts" (as such term is defined in Item
          601(b)(10) of Regulation S-K) to which it is a party or by which it is
          bound.

          (b) Except as set forth in the Parent Disclosure Schedule, as required
by applicable Law, or as expressly contemplated by this Agreement or otherwise
consented to in writing by the Company, from the date of this Agreement until
the Effective Time, Parent will not do, and will not permit any of its
subsidiaries to do, any of the following:

               (i) knowingly take any action that would result in a failure to
          maintain the listing of the Parent Common Stock on the NYSE;

               (ii) declare or pay any dividend on, or make any other
          distribution in respect of, outstanding shares of capital stock except
          for (A) dividends by a wholly owned subsidiary of Parent to Parent, or
          another wholly owned subsidiary of Parent, or (B) dividends by a
          non-wholly subsidiary of Parent to Parent, another subsidiary of
          Parent or any other equity holder of such subsidiary so long as such
          dividends are declared and paid on a pro rata basis in the ordinary
          course of business consistent with past practice;

               (iii) adopt or propose to adopt any amendments to its charter or
          bylaws which would have an adverse impact on the consummation of the
          transactions contemplated by this Agreement;


                                    Page 36
<PAGE>   41

               (iv) repurchase any shares of Parent Common Stock during the 10
          trading day period ending two business days prior to the Closing Date;

               (v) consummate or agree to consummate an Acquisition except for
          any such Acquisitions that do not present a material risk of making it
          more difficult to obtain any consents or approvals (including pursuant
          to the HSR Act) required to consummate the transactions contemplated
          by this Agreement; or

               (vi) agree in writing to do any of the foregoing.

          (c) Except as set forth in the Parent Disclosure Schedule, as required
by applicable Law, or as expressly contemplated by this Agreement or otherwise
consented to in writing by the Company, from the date of this Agreement until
the Effective Time, Merger Sub will not engage in any business or other
activities of any nature other than in connection with the Merger and the other
transactions contemplated by this Agreement.

     SECTION 5.04. Non-Solicitation.

          (a) Without limitation on the Company's other obligations under this
Agreement, the Company agrees that neither it nor any of its subsidiaries nor
any of its officers and directors or the officers and directors of any of its
subsidiaries will, and that it will not permit its or its subsidiaries'
employees, agents and representatives (including any investment banker, attorney
or accountant retained by it or any of its subsidiaries) to, directly or
indirectly, except as permitted by Section 5.04(c) (i) initiate, solicit,
encourage or facilitate any inquiries or the making of any proposal or offer
with respect to, or a transaction to effect, a merger, reorganization, share
exchange, consolidation, business combination, recapitalization, liquidation,
dissolution, extraordinary dividend or similar transaction involving it or any
of its Significant Subsidiaries (as defined in Section 9.03), or any purchase or
sale of 10% or more of the consolidated assets (including without limitation
stock of its subsidiaries) of the Company and its subsidiaries taken as a whole,
or any purchase or sale of, or tender or exchange offer for, the equity
securities of the Company or any of its subsidiaries that, if consummated, would
result in any person (or the stockholders of such person) beneficially owning
securities representing 20% or more of the total voting power of the Company (or
of the surviving parent entity in such transaction) or any of its Significant
Subsidiaries (any such proposal, offer or transaction (other than a proposal or
offer made by Parent or an affiliate thereof) being hereinafter referred to as
an "Acquisition Proposal"), (ii) have any discussion with or provide any
information or data to any person relating to an Acquisition Proposal, or engage
in or continue any negotiations concerning an Acquisition Proposal, or
facilitate any effort or attempt to make or implement an Acquisition Proposal,
(iii) approve or recommend, or propose publicly to approve or recommend, any
Acquisition Proposal or (iv) approve or recommend, or propose to approve or
recommend, or execute or enter into, any letter of intent, agreement in
principle, merger agreement, acquisition agreement, option agreement,
confidentiality agreement or other similar agreement or propose publicly or
agree to do any of the foregoing related to any Acquisition Proposal.

          (b) The Board of Directors of the Company shall not effect a Change in
the Company Recommendation (as defined in Section 6.01(a)) unless:



                                    Page 37
<PAGE>   42

          (1) the Company Stockholders Meeting shall not have occurred and there
shall have been no breach of Section 5.04(a), and

          (2) after consultation with outside counsel, the Board of Directors of
the Company determines in good faith that it is required to take such action in
order to discharge properly its fiduciary duties under applicable law.

          (c) Notwithstanding Section 5.04(a) but subject to Section 5.04(e),
the Company may engage in any discussions and negotiations with, and provide
information and data to, any person and such person's representatives and
financing sources in response to an unsolicited bona fide written Acquisition
Proposal by any such person, so long as:

          (1) the Company Stockholders Meeting shall not have occurred and there
shall have been no breach of Section 5.04(a),

          (2) the Board of Directors of the Company concludes in good faith that
such Acquisition Proposal is reasonably likely (including after further
discussions and negotiations) to result in a Superior Proposal (as defined
below) or, after consultation with outside counsel, the Board of Directors of
the Company determines in good faith that it is required to take such action in
order to discharge properly its fiduciary duties under applicable law,

          (3) prior to providing any such information or data to any person in
connection with an Acquisition Proposal by any such person, the Board of
Directors of the Company receives from such person an executed confidentiality
agreement having provisions that are customary in such agreements, as advised by
outside counsel, provided that if such confidentiality agreement contains
provisions that are less restrictive than the comparable provisions, or omits
restrictive provisions, contained in the Confidentiality Agreement dated
February 9, 2001 between Parent and the Company (the "Confidentiality
Agreement"), then the Confidentiality Agreement will be deemed to be amended to
contain only such less restrictive provisions or to omit such restrictive
provisions, as the case may be, and

          (4) prior to providing any such information or data or entering into
such discussions or negotiations, the Company notifies Parent promptly of the
name of the person making such Acquisition Proposal and the material terms and
conditions thereof.

          (d) For purposes of this Agreement, "Superior Proposal" means a bona
fide written Acquisition Proposal that either is not subject to a financing
contingency, or if it is subject to a financing contingency, is accompanied by
executed financing commitments from bona fide lenders in customary form and in a
sufficient amount, and is on terms that the Board of Directors of the Company in
good faith concludes (following receipt of the advice of its financial advisors
and outside counsel), taking into account, among other things, all legal,
financial, regulatory and other aspects of the proposal and the person making
the proposal, (i) will, if consummated, result in a transaction that is more
favorable to the Company's stockholders from a financial point of view than the
transactions contemplated by this Agreement and (ii) is likely to be completed.



                                    Page 38
<PAGE>   43

          (e) The Company agrees that it will, and will cause its officers,
directors, financial advisors, and representatives to, immediately cease and
cause to be terminated any activities, discussions or negotiations existing as
of the date of this Agreement with any parties conducted heretofore with respect
to any Acquisition Proposal. The Company agrees that it will promptly inform its
directors, officers, key employees, agents and representatives of the
obligations undertaken in this Section 5.04.

          (f) Prior to the time that this Agreement is terminated in accordance
with its terms, the Company will not sign any agreement, letter of intent or
other similar instrument accepting an Acquisition Proposal by any person other
than Parent. Nothing in this Section 5.04 shall permit the Company to terminate
this Agreement (except as specifically provided in Article VIII hereof) or
affect any other obligation of the Company under this Agreement. The Company
will not submit to the vote of its stockholders any Acquisition Proposal other
than the Merger. Notwithstanding anything in this Agreement to the contrary, the
Company or its Board of Directors will be permitted to, to the extent
applicable, comply with Item 1012 of Regulation M-A promulgated under the
Exchange Act with regard to an Acquisition Proposal.

     SECTION 5.05. Access and Information.

          (a) The Company will, and will cause its subsidiaries to (i) afford to
Parent and its officers, directors, employees, accountants, consultants, legal
counsel, agents and other representatives (collectively, the "Parent
Representatives") reasonable access at reasonable times throughout the period
prior to the Effective Time, upon reasonable prior notice, to the officers,
employees, agents, assets, offices and other facilities of the Company and its
subsidiaries and to the books and records thereof, (ii) furnish promptly to
Parent and the Parent Representatives such information concerning the business,
properties, contracts, records and personnel of the Company and its subsidiaries
(including, without limitation, financial, operating and other data and
information) as may be reasonably requested, from time to time throughout the
period prior to the Effective Time, by Parent, and (iii) afford to any potential
viable purchasers of any assets (including lines of business) of Parent, the
Company or any of their respective subsidiaries as contemplated under Section
5.06(d) and to their officers, directors, employees, accountants, consultants,
legal counsel, agents and other representatives reasonable access at reasonable
times throughout the period prior to the Effective Time, upon reasonable prior
notice, to the officers, employees, agents, assets, offices and other facilities
of the Company and its subsidiaries and the books and records in each case
relating to such assets.

          (b) Parent will, and will cause its subsidiaries to (i) afford to the
Company and its officers, directors, employees, accountants, consultants, legal
counsel, agents and other representatives (collectively, the "Company
Representatives") reasonable access at reasonable times throughout the period
prior to the Effective Time, upon reasonable prior notice, to the officers,
employees, accountants, agents, properties, offices and other facilities of
Parent and its subsidiaries and to the books and records thereof and (ii)
furnish promptly to the Company and the Company Representatives such information
concerning the business, properties, contracts, records and personnel of Parent
and its subsidiaries (including, without limitation, financial, operating



                                    Page 39
<PAGE>   44

and other data and information) as may be reasonably requested, from time to
time throughout the period prior to the Effective Time, by the Company.

          (c) Notwithstanding the foregoing provisions of this Section 5.05,
neither party will be required to grant access or furnish information to the
other party to the extent that such access or the furnishing of such information
is prohibited by Law or would waive any rights to privileged communications. No
investigation by the parties hereto made heretofore or hereafter shall affect
the representations and warranties of the parties that are herein contained, and
each such representation and warranty will survive such investigation.

          (d) The information received pursuant to subsections (a) and (b) above
will be deemed to be "Confidential Information" for purposes of the
Confidentiality Agreement.

     SECTION 5.06. Appropriate Action; Consents; Filings.

          (a) Subject to the terms and conditions in this Agreement, the Company
and Parent will: (i) promptly after the date of this Agreement make their
respective filings under the HSR Act with respect to the Merger and thereafter
shall promptly make any other required submissions under the HSR Act; (ii) use
their reasonable best efforts to cooperate with one another in (A) determining
which filings and notifications are required to be made prior to the Effective
Time under applicable Law with, and which consents, licenses, approvals,
permits, waivers, orders or authorizations are required to be obtained prior to
the Effective Time under applicable Law from, Governmental Entities of the
United States and the several states in connection with the execution and
delivery of this Agreement and the consummation of the Merger and the
transactions contemplated hereby; (B) timely making all such filings and
notifications and timely seeking all such consents, licenses, approvals,
permits, waivers, orders or authorizations; and (C) as promptly as practicable,
responding to any request for information from such Governmental Entities; (iii)
subject to any restrictions under antitrust Laws, to the extent practicable,
promptly notify each other of any communication to that party from any
Governmental Entity with respect to this Agreement and the transactions
contemplated hereby and permit the other party to review in advance any proposed
written communication to any Governmental Entity; (iv) not agree to participate
in any meeting with any Governmental Entity in respect of any filings,
investigation or other inquiry with respect to this Agreement and the
transactions contemplated hereby unless it consults with the other party in
advance and, to the extent permitted by such Governmental Entity, give the other
party the opportunity to attend and participate thereat, in each case to the
extent practicable; (v) subject to any restrictions under antitrust Laws,
furnish the other party with copies of all correspondence, filings and
communications (and memoranda setting forth the substance thereof) between it
and its affiliates and their respective representatives on the one hand, and any
Governmental Entity or members of its staff on the other hand, with respect to
this Agreement and the transactions contemplated hereby (excluding documents and
communications which are subject to preexisting confidentiality agreements and
to the attorney client privilege or work product doctrine); and (vi) furnish the
other party with such necessary information and reasonable assistance as such
other party and its affiliates may reasonably request in connection



                                    Page 40
<PAGE>   45

with their preparation of necessary filings, registration, or submissions of
information to any Governmental Entities in connection with this Agreement and
the transactions contemplated hereby, including without limitation any filings
necessary or appropriate under the provisions of the HSR Act.

          (b) Without limiting Section 5.06(a) and subject in all respects to
Sections 5.06(c) and 5.06(d), Parent and the Company will: (i) each use its
reasonable best efforts to avoid the entry of, or to have vacated, lifted,
reversed, overturned or terminated, any order, judgment, injunction or decree
(whether temporary, preliminary or permanent) or any other judicial,
administrative or legislative action or proceeding ("Order") that would
restrain, prevent or delay the closing of the transactions contemplated by this
Agreement, on or before December 31, 2001, including, without limitation,
defending through litigation on the merits any claim asserted in any court by
any party; and (ii) each use its reasonable best efforts to take any steps
necessary to avoid or eliminate each and every impediment under any antitrust,
competition or trade regulation Law that may be asserted by any Governmental
Entity with respect to the Merger so as to enable the Closing to occur as soon
as reasonably possible (and in any event no later than December 31, 2001).

          (c) Without limiting Section 5.06(a) and subject in all respects to
Section 5.06(d), Parent, on behalf of Parent and the Company, shall agree to
divest, hold separate, or otherwise take or commit to take any action that
limits its freedom of action with respect to, or its ability to retain, any of
the businesses, product lines or assets of Parent and/or the Company or any of
its subsidiaries, provided that any such action is conditioned upon the
consummation of the Merger. The Company agrees and acknowledges that, in
connection with any filing or submission required, action to be taken or
commitment to be made by Parent, the Company or any of its respective
subsidiaries to consummate the Merger or other transactions contemplated in this
Agreement, neither the Company nor any of its subsidiaries shall, without
Parent's prior written consent, divest any assets, commit to any divestiture of
assets or businesses of the Company and its subsidiaries or take any other
action or commit to take any action that would limit the Company's, Parent's or
any of their respective subsidiaries' freedom of action with respect to, or
their ability to retain, any of their businesses, product lines or assets.

          (d) Notwithstanding the foregoing paragraphs of this Section 5.06,
nothing in this Agreement shall require Parent to agree to the sale, transfer,
divestiture or other disposition of any assets (including any lines of business)
of Parent, the Company or any of their respective subsidiaries or any of the
other actions contemplated in Section 5.06(c) if Parent concludes that the
taking of such action or the making of any commitments or the consequences
thereof would be reasonably likely to have a Combined Company Material Adverse
Effect (as defined below). Without limiting the foregoing, Parent hereby agrees
that it will agree to divest the processing plants set forth on Exhibit 5.06(d)
to this Agreement, and such other assets as are reasonably necessary to operate
such plants, in connection with its seeking, and will so divest such plants if
necessary in order to obtain, any necessary consent, license, approval, permit,
waiver, order or authorization under applicable antitrust laws with respect to
the transactions contemplated hereby and that such divestitures, individually or
in the aggregate, shall not constitute a Combined Company Material Adverse
Effect. For purposes of this Agreement "Combined Company Material Adverse
Effect" means any change or effect that, individually or when taken together
with all other such changes or effects, would be materially adverse to the
business,



                                    Page 41
<PAGE>   46

operations, assets, financial condition, or results of operations of the Parent
and its subsidiaries (including the Company and its subsidiaries) after the
Effective Time, taken as a whole.

          (e) Each of Parent and the Company shall give (or shall cause their
respective subsidiaries to give, as applicable) any notices to third parties,
and use (and cause their respective subsidiaries to use, as applicable) all
reasonable best efforts to obtain any other third party consents (i) necessary,
proper or advisable to consummate the transactions contemplated by this
Agreement, (ii) otherwise required under any Company Material Contracts, Company
Permits or other agreements in connection with the consummation of the
transactions contemplated hereby or (iii) required to prevent a Company Material
Adverse Effect or a Parent Material Adverse Effect from occurring. In the event
that any party fails to obtain any third party consent described above and the
parties agree to consummate the Merger without such consent, such party will use
its commercially reasonable efforts, and will take any such actions reasonably
requested by the other parties, to limit the adverse effect upon the Company and
Parent, their respective subsidiaries and their respective businesses resulting
or which could reasonably be expected to result after the Effective Time from
the failure to obtain such consent.

          (f) Each of Parent and the Company shall promptly notify the other of
(i) any material change in the current or future business, financial condition
or results of operations of it or any of its material subsidiaries, (ii) any
complaints, investigations or hearings (or communications indicating that the
same may be contemplated) of any Governmental Entities with respect to the
business of it or any of its subsidiaries or the transactions contemplated
hereby, which, if adversely determined, would be reasonably expected to have a
Company Material Adverse Effect or a Parent Material Adverse Effect, as
applicable, (iii) the institution or the threat of material litigation involving
it or any of its subsidiaries or (iv) any event or condition that might
reasonably be expected to cause any of its representations, warranties,
covenants or agreements set forth herein not to be true and correct at the
Effective Time.

     SECTION 5.07. Public Announcements. Parent and the Company will consult
with each other before issuing any press release or otherwise making any public
statements with respect to the Merger and will not issue any such press release
or make any such public statement prior to such consultation, except as
otherwise required by applicable Law or the rules of the NYSE. The press release
announcing the execution and delivery of this Agreement will be a joint press
release of Parent and the Company.

     SECTION 5.08. NYSE Listing. Parent will use all commercially reasonable
efforts to cause the shares of Parent Common Stock to be issued in the Merger to
be approved for listing (subject to official notice of issuance) on the NYSE
prior to the Effective Time.

     SECTION 5.09. Employee Benefit Plans.

          (a) For at least the first twelve months after the Closing Date,
Parent will cause the current and former employees of the Company and its
subsidiaries who are, on the Closing Date, entitled to receive compensation or
any benefits from the Company or any of its subsidiaries to be provided with
compensation and employee benefit plans (other than stock option or other plans
involving the potential issuance of securities of the Company) which, in the


                                    Page 42
<PAGE>   47

aggregate, are substantially comparable to those currently provided to such
employees by the Company and its subsidiaries, to the extent permitted under
laws and regulations in force from time to time; provided that employees covered
by collective bargaining agreements need not be provided with such benefits
other than pursuant to such collective bargaining agreements. The provisions of
this Section 5.09(a) will not create in any current or former employee of the
Company or any of its subsidiaries any rights to employment or continued
employment with Parent, the Company or any of their respective subsidiaries, or
any right to specific terms or conditions of employment.

          (b) Notwithstanding anything in this Agreement to the contrary and
subject to the provisions of Section 5.09(a), from and after the Closing Date,
Parent will have sole discretion over the hiring, promotion, retention,
termination and other terms and conditions of the employment of the employees of
the Company and its subsidiaries. Subject to the provisions of Section 5.09(a),
nothing herein will prevent Parent, the Company or any of their respective
subsidiaries from amending or terminating any Employee Plan maintained by the
Company or its subsidiaries or other employee benefit or fringe benefit plan of
Parent in accordance with its terms.

          (c) The Parent will grant all employees of the Company and its
subsidiaries on and after the Closing Date credit for all service with the
Company and its subsidiaries and any of their respective predecessors prior to
the Closing Date for purposes of eligibility and vesting under any employee
benefit plan of the Parent in which the employees may become participants.

          (d) As of the Closing Date, Parent will assume, honor and perform, or
will cause the Company and its subsidiaries to assume, honor and perform, the
benefits accrued as of the Closing Date under all deferred compensation,
incentive compensation or vacation and other paid time off plans, policies or
arrangements maintained or contributed to by the Company and its subsidiaries
and any employment, consulting, retention, severance or similar agreement to
which the Company is a party with any employees of the Company or any of its
subsidiaries, in accordance with the terms thereof in effect immediately prior
to the Closing Date. Subject to the requirements of Section 5.09(a) and except
as otherwise provided in the Company Disclosure Schedule, Parent may revise and
modify such plans, policies or arrangements for benefits accruing after the
Closing Date.

          (e) The Parent will provide or cause to be provided, effective
commencing immediately after the Closing Date, coverage to all employees of the
Company and its subsidiaries as of the Closing Date, and their spouses and
dependents, under a group health plan which does not contain any exclusion or
limitation with respect to any pre-existing conditions and provides full credit
for all deductibles, co-insurance and out-of-pocket maximums incurred under any
group health plan covering such employees or qualified dependents prior to the
Closing Date and within the same plan year of such employee benefit plan, and
Parent shall be solely responsible for compliance with the requirements of
Section 4980B of the Code and part 6 of the subtitle B of Title I of ERISA
("COBRA"), including, without limitation, the provision of continuation
coverage, with respect to all employees of the Company and its subsidiaries and
their spouses and dependents, for whom a qualifying event occurs before or after
the Closing



                                    Page 43
<PAGE>   48

Date. The terms "group health plan," "continuation coverage," "qualifying
event," and "qualified beneficiary" are used herein with the meanings ascribed
to them in COBRA.

     SECTION 5.10. Name of Parent. Parent will, as of the Effective Time, change
its name to Dean Foods Company.

     SECTION 5.11. Board of Directors of Parent. Parent will, as of the
Effective Time, increase the size of its Board of Directors by five seats and
cause the election of the individuals agreed upon by Parent and the Company to
its Board of Directors to fill the vacancies created by such increase in size,
one of which individuals will be elected for a term expiring at the first annual
meeting after the Closing Date, two of which individuals will be elected for a
term expiring at the second annual meeting after the Closing Date, and two of
which individuals will be elected for a term expiring at the third annual
meeting after the Closing Date. The Board of Directors of Parent shall elect
Howard Dean as Chairman of the Board of Parent and a member of Parent's
Management Committee until the earlier of his resignation from the Board of
Directors or he reaches age 65.

     SECTION 5.12. Tax Treatment. Each party hereto will use all reasonable
efforts to cause the Merger to qualify, and will not take, and will use all
reasonable efforts to prevent any affiliate of such party from taking, any
actions which could prevent the Merger from qualifying as a reorganization under
the provisions of Sections 368(a)(1)(A) and 368(a)(2)(D) of the Code. Each party
hereto will file all Tax Returns in a manner consistent with treating the Merger
as a reorganization under such provisions of the Code.

     SECTION 5.13. Reasonable Best Efforts.

          (a) Subject to the terms and conditions herein provided and to
applicable Laws, each of the parties hereto agrees to use its reasonable best
efforts to take, or cause to be taken, all action, and to do, or cause to be
done, and to assist and cooperate with the other parties hereto in doing, as
promptly as practicable, all things necessary, proper or advisable under
applicable Laws and regulations to ensure that the conditions set forth in
Article VII are satisfied and to consummate and make effective the transactions
contemplated by this Agreement.

          (b) Without limiting the generality of the provisions in Section
5.13(a) above, Parent shall use reasonable best efforts to close the financing
contemplated by the commitment letters delivered to the Company pursuant to
Section 4.24 and to use the funds from such financing to consummate the Merger,
including the execution of the loan documents contemplated by such financing
commitments on or before July 31, 2001.

          (c) If at any time after the Effective Time any reasonable further
action is necessary or desirable to carry out the purposes of this Agreement,
including the execution of additional instruments, the proper officers and
directors of each party to this Agreement shall take all such necessary
reasonable action.




                                    Page 44
<PAGE>   49

                                   ARTICLE VI

                              ADDITIONAL AGREEMENTS

     SECTION 6.01. Meetings of Stockholders.

          (a) The Company will duly take all lawful action to call, give notice
of, convene and hold a meeting of its stockholders as soon as reasonably
practicable (the "Company Stockholders Meeting") for the purpose of obtaining
the Requisite Company Stockholder Vote and will its use commercially reasonable
efforts to solicit the adoption of the Agreement by the Requisite Company
Stockholder Vote; and the Board of Directors of the Company will recommend
adoption of this Agreement by the stockholders of the Company (the "Company
Recommendation"), and will not (x) withdraw, modify or qualify (or propose to
withdraw, modify or qualify) in any manner adverse to Parent such recommendation
or (y) take any action or make any statement (other than any action described in
the foregoing clause (x)) in connection with the Company Stockholders Meeting
inconsistent with such recommendation (collectively, a "Change in the Company
Recommendation"); provided, however, that the Board of Directors of the Company
may make a Change in the Company Recommendation pursuant to Section 5.04 hereof.
Notwithstanding any Change in the Company Recommendation, this Agreement will be
submitted to the stockholders of the Company at the Company Stockholders Meeting
for the purpose of adopting this Agreement and nothing contained herein will be
deemed to relieve the Company of such obligation.

          (b) Parent will duly take all lawful action to call, give notice of,
convene and hold a meeting of its stockholders as soon as reasonably practicable
(the "Parent Stockholders Meeting") for the purpose of obtaining the Requisite
Parent Stockholder Approval with respect to the transactions contemplated by
this Agreement and will use its commercially reasonable efforts to solicit the
adoption of this Agreement by the Requisite Parent Stockholder Vote, and the
Board of Directors of Parent will recommend approval of the issuance of Parent
Common Stock pursuant to this Agreement by the stockholders of Parent (the
"Parent Recommendation"), and will not, unless the Company makes a Change in the
Company Recommendation, (x) withdraw, modify or qualify (or propose to withdraw,
modify or qualify) in any manner adverse to the Company's stockholders such
recommendation or (y) take any action or make any statement (other than any
action described in the foregoing clause (x)) in connection with the Parent
Stockholders Meeting inconsistent with such recommendation (collectively, a
"Change in the Parent Recommendation").

     SECTION 6.02. Preparation of Proxy Statement. As promptly as reasonably
practicable following the date hereof, the Company and Parent will cooperate in
preparing and each will cause to be filed with the SEC mutually acceptable proxy
materials that constitute the joint proxy statement/prospectus relating to the
matters to be submitted to the stockholders of the Company at the Company
Stockholders Meeting and the matters to be submitted to the stockholders of
Parent at the Parent Stockholders Meeting (such proxy statement/prospectus, and
any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus")
and Parent will prepare and file with the SEC a registration statement on Form
S-4 with respect to the issuance of Parent Common Stock in the Merger (such Form
S-4, and any amendments or supplements



                                    Page 45
<PAGE>   50

thereto, the "Form S-4"). The Joint Proxy Statement/Prospectus will be included
as a prospectus in and will constitute a part of the Form S-4 as Parent's
prospectus. Each of Parent and the Company will use reasonable best efforts to
have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4
declared effective by the SEC and to keep the Form S-4 effective as long as is
necessary to consummate the Merger and the transactions contemplated hereby and
thereby. Parent and the Company will, as promptly as practicable after receipt
thereof, provide the other party copies of any written comments and advise the
other party of any oral comments, with respect to the Joint Proxy
Statement/Prospectus or Form S-4 received from the SEC. The parties will
cooperate and provide the other with a reasonable opportunity to review and
comment on any amendment or supplement to the Joint Proxy Statement/Prospectus
and the Form S-4 prior to filing such with the SEC, and will provide each other
with a copy of all such filings made with the SEC. Notwithstanding any other
provision herein to the contrary, no amendment or supplement (including by
incorporation by reference) to the Joint Proxy Statement/Prospectus or the Form
S-4 shall be made without the approval of both parties, which approval will not
be unreasonably withheld or delayed; provided that with respect to documents
filed by a party which are incorporated by reference in the Form S-4 or Joint
Proxy Statement/Prospectus, this right of approval will apply only with respect
to information relating to the other party or its business, financial condition
or results of operations. Parent will use commercially reasonable efforts to
cause the Joint Proxy Statement/Prospectus to be mailed to Parent stockholders,
and the Company will use commercially reasonable efforts to cause the Joint
Proxy Statement/Prospectus to be mailed to the Company's stockholders, in each
case as promptly as practicable after the Form S-4 is declared effective under
the Securities Act. Parent will also take any action (other than qualifying to
do business in any jurisdiction in which it is not now so qualified or to file a
general consent to service of process) required to be taken under any applicable
state securities laws in connection with the Merger and each of the Company and
Parent will furnish all information concerning it and the holders of its capital
stock as may be reasonably requested in connection with any such action. Each
party will advise the other party, promptly after it receives notice thereof, of
the time when the Form S-4 has become effective, the issuance of any stop order,
the suspension of the qualification of the Parent Common Stock issuable in
connection with the Merger for offering or sale in any jurisdiction, or any
request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the
Form S-4. If at any time prior to the Effective Time any information relating to
Parent or the Company, or any of their respective affiliates, officers or
directors, should be discovered by Parent or the Company, which information
should be set forth in an amendment or supplement to either the Form S-4 or the
Joint Proxy Statement/Prospectus so that any of such documents would not include
any misstatement of a material fact or omit to state any material fact necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading, the party which discovers such information shall
promptly notify the other party hereto and, to the extent required by applicable
Law, an appropriate amendment or supplement describing such information shall be
promptly filed with the SEC and disseminated to the stockholders of Parent and
the Company.



                                    Page 46
<PAGE>   51

     SECTION 6.03. Indemnification.

          (a) All rights to indemnification existing in favor of directors,
officers or employees of the Company as provided in the certificate of
incorporation or bylaws of the Company, as in effect on the date hereof, with
respect to matters occurring through the Effective Time, will survive the Merger
and will continue in full force and effect thereafter.

          (b) Parent will cause to be maintained in effect for six years from
the Effective Time the current policies of the directors' and officers'
liability insurance maintained by the Company (provided that Parent may
substitute therefor policies of at least the same coverage containing terms and
conditions which are not materially less advantageous) with respect to matters
or events occurring prior to the Effective Time to the extent available;
provided, however, that in no event shall Parent be required to expend more than
an amount per year in excess of 200% of the per annum premiums for such
insurance paid by the Company as of the date hereof to maintain or procure
insurance coverage pursuant hereto; and, provided, further that if the annual
premiums of such insurance coverage exceed such amount, Parent shall be
obligated to obtain a policy with the greatest coverage available for a cost not
exceeding such amount.

          (c) Nothing in this Agreement is intended to, will be construed to or
will release, waive or impair any rights to directors' and officers' insurance
claims under any policy that is or has been in existence with respect to the
Company or any of its directors or officers, it being understood and agreed that
the indemnification provided for in this Section 6.03 is not prior to or in
substitution for any such claims under such policies.

                                   ARTICLE VII

                               CLOSING CONDITIONS

     SECTION 7.01. Conditions to Obligations of Each Party Under This Agreement.
The respective obligations of each party to effect the Merger and the other
transactions contemplated hereby will be subject to the satisfaction at or prior
to the Closing Date of the following conditions, any or all of which may be
waived in writing by the parties hereto, in whole or in part, to the extent
permitted by applicable Laws:

          (a) The Form S-4 shall have been declared effective by the SEC under
the Securities Act. No stop order suspending the effectiveness of the Form S-4
shall have been issued by the SEC, and no proceedings for that purpose shall
have been initiated by the SEC. Parent shall have received all Blue Sky and
other authorizations necessary to consummate the transactions contemplated by
this Agreement.

          (b) The transactions contemplated by the Agreement shall have been
approved by the Requisite Company Stockholder Vote and by the Requisite Parent
Stockholder Vote.



                                    Page 47
<PAGE>   52

          (c) No Governmental Entity or federal or state court of competent
jurisdiction shall have enacted, issued, promulgated, enforced or entered any
Order which is in effect and which has the effect of making the Merger illegal
or otherwise prohibiting consummation of the Merger.

          (d) The applicable waiting period under the HSR Act with respect to
the transactions contemplated by this Agreement shall have expired or been
terminated.

          (e) The shares of Parent Common Stock that are to be issued in
connection with the Merger and the shares of Parent Common Stock that will be
subject to Company Converted Stock Awards shall have been authorized for listing
on the NYSE, subject to official notice of issuance.

     SECTION 7.02. Additional Conditions to Obligations of the Parent and Merger
Sub. The obligations of Parent and Merger Sub to effect the Merger and the other
transactions contemplated hereby are also subject to the satisfaction at or
prior to the Closing Date of the following conditions, any or all of which may
be waived in writing by Parent, in whole or in part:

          (a) Each of the representations and warranties of the Company
contained in this Agreement shall be true and correct in all material respects
(if not subject to a materiality qualifier) or in all respects (if subject to a
materiality qualifier) as of the Closing Date as though made on and as of the
Closing Date (except to the extent such representations and warranties
specifically relate to an earlier date, in which case such representations and
warranties shall be true and correct in all material respects (if not subject to
a materiality qualifier) or in all respects (if subject to a materiality
qualifier) as of such earlier date); except where the failure of such
representation and warranty (other than the representation and warranty
contained in Section 3.03) to be so true and correct would not result in a
Company Material Adverse Effect. Parent and Merger Sub shall have received a
certificate of a senior executive officer and a senior financial officer of the
Company dated the Closing Date, to such effect.

          (b) The Company shall have performed or complied in all material
respects with all agreements and covenants required by this Agreement to be
performed or complied with by it on or prior to the Closing Date. Parent and
Merger Sub shall have received a certificate of a senior executive officer and a
senior financial officer of the Company dated the Closing Date, to such effect.

          (c) There shall have been no change, occurrence or circumstance in the
current business, operations, assets, financial condition or results of
operations of the Company or any of its subsidiaries having or that would have a
Company Material Adverse Effect. Parent and Merger Sub shall have received a
certificate of a senior executive officer and a senior financial officer of the
Company dated the Closing Date, to such effect.

          (d) Hughes & Luce, L.L.P. shall have delivered to Parent its written
opinion dated the Closing Date substantially to the effect that (i) the Merger
will constitute a reorganization within the meaning of section 368(a)(1)(A) and
section 368(a)(2)(D) of the Code,




                                    Page 48
<PAGE>   53

and (ii) Parent, Merger Sub and the Company will each be a party to that
reorganization within the meaning of section 368(b) of the Code. In rendering
such opinion, counsel to Parent will be entitled to rely upon the information,
representations and assumptions provided by Parent and the Company in
substantially the form of Exhibit 7.02(d)(1) and 7.02(d)(2), respectively.

     SECTION 7.03. Additional Conditions to Obligations of the Company. The
obligations of the Company to effect the Merger and the other transactions
contemplated hereby are also subject to the satisfaction at or prior to the
Closing Date of the following conditions, any or all of which may be waived in
writing by the Company, in whole or in part:

          (a) Each of the representations and warranties of Parent and Merger
Sub contained in this Agreement shall be true and correct in all material
respects (if not subject to a materiality qualifier) or in all respects (if
subject to a materiality qualifier) as of the Closing Date as though made on and
as of the Closing Date (except to the extent such representations and warranties
specifically relate to an earlier date, in which case such representations and
warranties shall be true and correct in all material respects (if not subject to
a materiality qualifier) or in all respects (if subject to a materiality
qualifier) as of such earlier date); except where the failure of such
representation and warranty (other than the representation and warranty
contained in Section 4.03) to be so true and correct would not result in a
Parent Material Adverse Effect. The Company shall have received a certificate of
a senior executive officer and a senior financial officer of the Parent, dated
the Closing Date, to such effect.

          (b) Parent and Merger Sub shall have performed or complied in all
material respects with all agreements and covenants required by this Agreement
to be performed or complied with by them on or prior to the Closing Date. The
Company shall have received a certificate of a senior executive officer and a
senior financial officer of the Parent, dated the Closing Date, to that effect.

          (c) There shall have been no change, occurrence or circumstance in the
current business, operations, assets, financial condition, or results of
operations of Parent or any of its subsidiaries having or that would have a
Parent Material Adverse Effect. The Company shall have received a certificate of
a senior executive officer and a senior financial officer of the Parent, dated
the Closing Date, to such effect.

          (d) Kirkland & Ellis shall have delivered to the Company its written
opinion dated the Closing Date to the effect that (i) the Merger will constitute
a reorganization within the meaning of Section 368(a)(1)(A) and Section
368(a)(2)(D) of the Code and (ii) Parent, Merger Sub and Company will each be a
party to that reorganization within the meaning of Section 368(b) of the Code.
In rendering such opinion, counsel to the Company will be entitled to rely upon
the information, representations and assumptions provided by Parent and the
Company in substantially the form of Exhibits 7.02(d)(1) and 7.02(d)(2),
respectively.



                                    Page 49
<PAGE>   54

                                  ARTICLE VIII

                                   TERMINATION

     SECTION 8.01. Termination. This Agreement may be terminated and the Merger
may be abandoned at any time prior to the Effective Time, whether before or
after approval of this Agreement and the Merger by the stockholders of the
Company or Parent:

          (a) by mutual written consent of Parent and the Company;

          (b) by Parent, upon the inaccuracy of any representation or warranty
of the Company, or the breach of any covenant or agreement on the part of the
Company set forth in this Agreement, or if any representation or warranty of the
Company shall have become untrue, in each case such that the condition set forth
in Sections 7.02(a) or (b), as the case may be, would be incapable of being
satisfied by December 31, 2001;

          (c) by the Company, upon the inaccuracy of any representation or
warranty of the Parent or the Merger Sub, or the breach of any covenant or
agreement on the part of the Parent or Merger Sub set forth in this Agreement,
or if any representation or warranty of the Parent or Merger Sub shall have
become untrue, in each case such that the condition set forth in Sections
7.03(a) or (b) of this Agreement, as the case may be, would be incapable of
being satisfied by December 31, 2001;

          (d) by either Parent or the Company if there shall be any Order that
is final and nonappealable preventing the consummation of the Merger, but not if
the party relying on such Order to terminate this Agreement has not complied
with its obligations under Section 5.06 of this Agreement;

          (e) by either Parent or the Company if the Merger shall not have been
consummated before December 31, 2001; provided, however, that the right to
terminate this Agreement under this Section 8.01(e) will not be available to any
party whose failure to fulfill any obligation under this Agreement has been the
cause of, or resulted in, the failure of the Merger to occur as of such date;

          (f) by Parent or the Company (provided that the terminating party is
not in material breach of any of its representations, warranties or covenants
under this Agreement), if the Requisite Company Stockholder Approval or the
Requisite Parent Stockholder Approval, respectively, shall not have been
obtained by reason of the failure to obtain the required vote at a duly held
meeting of stockholders or of any adjournment thereof at which the vote was
taken;

          (g) by Parent, if the Company shall have (i) failed to make the
Company Recommendation or effected a Change in the Company Recommendation (or
resolved to take any such action), whether or not permitted by the terms hereof,
(ii) materially breached its obligations under this Agreement by reason of a
failure to call the Company Stockholders Meeting in accordance with Section
6.01(a) or a failure to prepare and mail to its stockholders the Joint Proxy
Statement/Prospectus in accordance with Section 6.02, or (iii) entered into or

                                    Page 50
<PAGE>   55

proposed to enter into a letter of intent, agreement in principle, merger
agreement, acquisition agreement, option agreement or other similar agreement
with respect to an Acquisition Proposal;

          (h) by the Company, if Parent shall have (i) failed to make the Parent
Recommendation or effected a Change in the Parent Recommendation (or resolved to
take any such action), whether or not permitted by the terms hereof, or (ii)
materially breached its obligations under this Agreement by reason of a failure
to call the Parent Stockholders Meeting in accordance with Section 6.01(b) or a
failure to prepare and mail to its stockholders the Joint Proxy
Statement/Prospectus in accordance with Section 6.02; or

          (i) by the Company if the Board of Directors of the Company has
determined to accept a Superior Proposal.

     SECTION 8.02. Effect of Termination.

          (a) Subject to Section 8.02(b), in the event of any permitted
termination of this Agreement by either the Company or Parent as provided in
Section 8.01, this Agreement shall forthwith become void and there shall be no
liability or obligation on the part of any of the parties or their respective
officers or directors except with respect to Section 3.17, Section 4.16, Section
5.05(d), this Section 8.02, Section 8.03 and Article IX, which provisions shall
survive such termination, and except that, notwithstanding anything to the
contrary contained in this Agreement, neither Parent nor the Company shall be
relieved or released from any liabilities or damages arising out of its willful
breach of this Agreement.

          (b) In the event that:

               (i) Parent shall terminate this Agreement pursuant to Section
8.01(g),

               (ii) the Company shall terminate this Agreement pursuant to
Section 8.01(i), or

               (iii) (A) Parent or the Company shall have terminated this
Agreement for any reason other than pursuant to Section 8.01(c), Section 8.01(d)
or Section 8.01(h), (B) the Company shall have received an Acquisition Proposal
prior to such termination, and (C) within 180 days of such termination, the
Company shall have executed or entered into a letter of intent, agreement in
principle, merger agreement, acquisition agreement, option agreement or similar
agreement or proposed publicly or agreed to do any of the foregoing with the
person making such Acquisition Proposal, and (D) such letter, agreement or
proposal contemplates a merger, reorganization, share exchange, consolidation,
business combination, reorganization, liquidation, dissolution or similar
transaction involving the disposition of 50% or more of the consolidated assets
(including without limitation stock of its subsidiaries) of the Company and its
subsidiaries taken as a whole,

then the Company shall promptly, but in no event later than the date of such
termination (or, if later, with respect to a termination under Section
8.02(b)(iii) above, the date the Company or any of its subsidiaries enters into
any such letter, agreement or proposal or consummates any such




                                    Page 51
<PAGE>   56

transaction), pay Parent $45 million (the "Termination Fee") by wire transfer of
immediately available funds. If this Agreement is terminated as contemplated in
this Section 8.02(b), such termination will not be effective until payment of
the fee required by this Section 8.02(b).

          (c) The parties acknowledge that the agreements contained in this
Section 8.02 and in Section 8.03 are an integral part of the transactions
contemplated by this Agreement, and that, without these agreements, none of the
parties would enter into this Agreement; accordingly, if the Company fails
promptly to pay any amount due pursuant to this Section 8.02 or the Company or
Parent fails promptly to pay any amount due pursuant to Section 8.03, and, in
order to obtain such payment, the party that has not been so paid commences a
suit which results in a judgment against the Company for the fee set forth in
this Section 8.02 or the Expenses set forth in Section 8.03, the non-paying
party will pay to the other party its costs and expenses (including attorneys'
fees and expenses) in connection with such suit, together with interest on the
amount of the fee at the prime rate of Citibank, N.A. in effect on the date such
payment was required to be made. The parties agree that any remedy or amount
payable pursuant to this Section 8.02 will not preclude any other remedy or
amount payable hereunder and will not be an exclusive remedy for any breach of
any representation, warranty, covenant or agreement contained in this Agreement.

     SECTION 8.03. Fees and Expenses. Without limiting Section 8.02, whether or
not the Merger is consummated, all Expenses (as defined below) will be paid by
the party incurring such Expenses, except (a) if the Merger is consummated, the
Surviving Corporation will pay, or cause to be paid, any and all transfer taxes
imposed in connection with the Merger, (b) Expenses incurred in connection with
the filing, printing and mailing of the Joint Proxy Statement/Prospectus and
Form S-4 and (c) expenses relating to independent third party analyses of cost
savings and operational synergies, which will be shared equally by Parent and
the Company; provided, that if Parent terminates this Agreement pursuant to
Section 8.01(f) (provided that the basis for such termination is the failure of
the Company's stockholders to adopt this Agreement), the Company will reimburse
Parent, Merger Sub and their affiliates (not later than one business day after
submission of statements together with reasonable documentation therefor) for
one-half of their Expenses, but in no event more than $10 million, and if this
Agreement is terminated as permitted herein and the Termination Fee is payable
under Section 8.02(b) all of their Expenses, but in no event more than $15
million; provided, further, that if the Company terminates this Agreement
pursuant to Section 8.01(f) (provided that the basis for such termination is the
failure of Parent's stockholders to adopt this Agreement), Parent will reimburse
the Company and its affiliates (not later than one business day after submission
of statements together with reasonable documentation therefor) for one-half of
their Expenses, but in no event more than $10 million. As used in this
Agreement, "Expenses" means all out-of-pocket expenses (including, without
limitation, financing commitment fees and all fees and expenses of counsel,
accountants, investment bankers, experts and consultants to a party hereto and
its affiliates) incurred by a party or on its behalf in connection with or
related to the authorization, preparation, negotiation, execution and
performance of this Agreement and the transactions contemplated hereby and
thereby, including the preparation, printing, filing and mailing of the Joint
Proxy Statement/Prospectus and Form S-4 and the solicitation of stockholder
approvals and all other matters related to the transactions contemplated hereby
and thereby.

                                    Page 52
<PAGE>   57

                                   ARTICLE IX

                               GENERAL PROVISIONS

     SECTION 9.01. Non-Survival of Representations, Warranties and Agreements.
All representations and warranties set forth in this Agreement will terminate at
the Effective Time. All covenants and agreements set forth in this Agreement
will survive in accordance with their terms.

     SECTION 9.02. Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly given
upon receipt, if delivered personally, mailed by registered or certified mail
(postage prepaid, return receipt requested) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
changes of address) or sent by electronic transmission to the facsimile number
specified below:

          (a) If to any of the Parent and Merger Sub, to:

              Suiza Foods Corporation
              2515 McKinney Avenue
              Suite 1200
              Dallas, Texas  75201
              Attention:  General Counsel
              Facsimile: (214) 303-3499

              with a copy to:

              Hughes & Luce, L.L.P.
              1717 Main Street
              Suite 2800
              Dallas, Texas 75201
              Attention:  William A. McCormack
              Facsimile: (214) 939-5849

          (b) If to the Company, to:

              Dean Foods Company
              3600 North River Road
              Franklin Park, Illinois  60131
              Attention:  General Counsel
              Facsimile:  (847) 233-5501


                                    Page 53
<PAGE>   58


               with a copy to:

               Kirkland & Ellis
               200 East Randolph Drive
               Chicago, Illinois 60601
               Attention: Carter W. Emerson, P.C.
                          H. Kurt von Moltke
               Facsimile: (312) 861-2200



     SECTION 9.03. Certain Definitions. For the purposes of this Agreement, the
term:

          (a) "affiliate" means a person that directly or indirectly, through
one or more intermediaries, controls, is controlled by, or is under common
control with, the first mentioned person.

          (b) a person shall be deemed a "beneficial owner" of or to have
"beneficial ownership" of Company Common Stock or Parent Common Stock, as the
case may be, in accordance with the interpretation of the term "beneficial
ownership" as defined in Rule 13d-3 under the Exchange Act, as in effect on the
date hereof; provided that a person shall be deemed to be the beneficial owner
of, and to have beneficial ownership of, Company Common Stock or Parent Common
Stock, as the case may be, which such person or any affiliate of such person has
the right to acquire (whether such right is exercisable immediately or only
after the passage of time) pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise.

          (c) "business day" means any day other than a day on which banks in
the State of Texas are authorized or obligated to be closed.

          (d) "Closing Price" shall mean the average closing price of Parent
Common Stock on the NYSE for the 10 trading day period ending two business days
prior to the Closing Date.

          (e) "control" (including the terms "controlled," "controlled by," and
"under common control with") means the possession, directly or indirectly, or as
trustee or executor, of the power to direct or cause the direction of the
management or policies of a person, whether through the ownership of stock or as
trustee or executor, by contract or credit arrangement or otherwise.

          (f) "knowledge" or "known" means with respect to any matter in
question, if an executive officer of the Company or Parent, as the case may be,
has knowledge of such matter after reasonably inquiry.

          (g) "Liens" means all security interests, liens, claims, pledges,
agreements, charges or other encumbrances of any nature whatsoever.

          (h) "person" means an individual, corporation, partnership, limited
liability company, association, trust, unincorporated organization, other entity
or group (as used in Section 13(d) of the Exchange Act).



                                    Page 54
<PAGE>   59

          (i) "Significant Subsidiary" means any subsidiary of the Company that
constitutes a "significant subsidiary" of the Company within the meaning of Rule
1-02(w) of Regulation S-X of the Securities and Exchange Commission.

          (j) "subsidiary" or "subsidiaries" of the Company, Parent, the
Surviving Corporation or any other person, means any corporation, partnership,
joint venture or other legal entity of which the Company, Parent, the Surviving
Corporation or any such other person, as the case may be (either alone or
through or together with any other subsidiary), owns, directly or indirectly,
50% or more of the stock or other equity interests the holders of which are
generally entitled to vote for the election of the board of directors or other
governing body of such corporation or other legal entity.

          (k) "Tax" or "Taxes" means any and all taxes, charges, fees, levies,
assessments, duties or other amounts payable to any federal, state, local or
foreign taxing authority or agency, including, without limitation, (i) income,
franchise, profits, gross receipts, minimum, alternative minimum, estimated, ad
valorem, value added, sales, use, service, real or personal property, capital
stock, license, payroll, withholding, disability, employment, social security,
workers compensation, unemployment compensation, utility, severance, excise,
stamp, windfall profits, transfer and gains taxes, (ii) customs, duties,
imposts, charges, levies or other similar assessments of any kind, and (iii)
interest, penalties and additions to tax imposed with respect thereto.

     SECTION 9.04. Headings and Table of Contents. The headings and the table of
contents contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement. Section
references herein are, unless the context otherwise requires, references to
sections of this Agreement.

     SECTION 9.05. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of Law
or public policy, all other conditions and provisions of this Agreement will
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
will negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that transactions contemplated hereby are fulfilled to the extent
possible.

     SECTION 9.06. Entire Agreement. This Agreement (together with the Exhibits,
the Company Disclosure Schedule and the Parent Disclosure Schedule) and the
Confidentiality Agreement constitute the entire agreement of the parties, and
supersede all prior agreements and undertakings, both written and oral, among
the parties or between any of them, with respect to the subject matter hereof.

         SECTION 9.07. Assignment, Binding Effect. Neither this Agreement nor
any of the rights, interests or obligations hereunder shall be assigned by any
of the parties hereto (whether



                                    Page 55
<PAGE>   60

by operation of Law or otherwise) without the prior written consent of the other
parties. Subject to the preceding sentence, this Agreement will be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and assigns. Notwithstanding anything contained in this Agreement to
the contrary, nothing in this Agreement, expressed or implied, is intended to
confer on any person other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations or liabilities under or
by reason of this Agreement; provided that the third parties referenced in
Section 6.03 shall be third-party beneficiaries of Parent's agreement contained
in such Section.

     SECTION 9.08. Interpretation. In this Agreement, unless the context
otherwise requires, words describing the singular number shall include the
plural and vice versa, and words denoting any gender shall include all genders
and words denoting natural persons shall include other persons.

     SECTION 9.09. Specific Performance. The parties hereby acknowledge and
agree that the failure of any party to perform its agreements and covenants
hereunder, including its failure to take all actions as are necessary on its
part to the consummation of the Merger, will cause irreparable injury to the
other parties for which damages, even if available, will not be an adequate
remedy. Accordingly, each party hereby consents to the issuance of injunctive
relief by any court of competent jurisdiction to compel performance of such
party's obligations and to the granting by any court of the remedy of specific
performance of its obligations hereunder.

     SECTION 9.10. Amendment. This Agreement may be amended by the parties
hereto by action taken by or on behalf of their respective Boards of Directors,
as applicable, at any time prior to the Effective Time; provided, however, that,
after approval of the Merger by the Company Stockholder Vote or the Parent
Stockholder Vote, as applicable, no amendment, which under applicable Law or
relevant stock exchange rules may not be made without the approval of such
stockholders, may be made without such further approval. This Agreement may not
be amended except by an instrument in writing signed by the parties hereto.

     SECTION 9.11. Waiver; Remedies Cumulative. At any time prior to the
Effective Time, any party hereto may (a) extend the time for the performance of
any of the obligations or other acts of any other party hereto, (b) waive any
inaccuracies in the representations and warranties of any other party contained
herein or in any document delivered pursuant hereto and (c) waive compliance by
any other party with any of the agreements or conditions contained herein. Any
such extension or waiver shall be valid only if set forth in an instrument in
writing signed by the party or parties to be bound thereby. For purposes of this
Section 9.11, the Parent and Merger Sub as a group shall be deemed to be one
party. No failure or delay on the part of any party hereto in the exercise of
any right hereunder shall impair such right or be construed to be a waiver of,
or acquiescence in, any breach of any representation, warranty or agreement
herein, nor shall any single or partial exercise of any such right preclude
other or further exercise thereof or of any other right. All rights and remedies
existing under this Agreement are cumulative to, and not exclusive to, and not
exclusive of, any rights or remedies otherwise available.



                                    Page 56
<PAGE>   61


     SECTION 9.12. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without regard
to its rules on conflicts of law.

     SECTION 9.13. Counterparts. This Agreement may be executed in multiple
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.


                            [SIGNATURE PAGES FOLLOW]


                                    Page 57
<PAGE>   62

          IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the date first written above by their respective
officers thereunto duly authorized.


                                            SUIZA FOODS CORPORATION


                                            By: /s/ Gregg L. Engles
                                                --------------------------------
                                                Name: Gregg L. Engles
                                                Title: Chief Executive Officer


                                            BLACKHAWK ACQUISITION CORP.


                                            By: /s/ Gregg L. Engles
                                                --------------------------------
                                                Name: Gregg L. Engles
                                                Title: Chief Executive Officer


                                            DEAN FOODS COMPANY


                                            By: /s/ Howard Dean
                                                --------------------------------
                                                Name: Howard Dean
                                                Title: Chief Executive Officer