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                                                                    EXHIBIT 10.2

                             FIRST AMENDMENT TO THE
                               DEAN FOODS COMPANY
                           FOURTH AMENDED AND RESTATED
                   1997 STOCK OPTION AND RESTRICTED STOCK PLAN

         WHEREAS, Dean Foods Company has adopted that certain Fourth Amended and
Restated Stock Option and Restricted Stock Plan (the "Plan"); and

         WHEREAS, Section 19 of the Plan grants the Stock Option Committee of
the Board of Directors of Dean Foods Company (the "Committee") complete
authority to construe, interpret and administer the provisions of the Plan and
to prescribe, amend and rescind rules and regulations pertaining to the Plan in
its discretion; and

         WHEREAS, Section 17 of the Plan provides that any amendment to the Plan
shall apply to all awards outstanding at the time of such amendment in addition
to all awards granted thereafter, subject to certain limitations contained
therein; and

         WHEREAS, the Plan has been previously amended to allow for transfers of
stock options by optionees to certain family members of the optionee, to a trust
for the exclusive benefit of such family members, or to a partnership or other
entity in which the family members are the only partners; and

         WHEREAS, the Committee desires to amend the Plan, effective as of the
date herein stated, to provide the same rights of transfer to holders of
restricted stock issued under the Plan.

         EFFECTIVE AS OF FEBRUARY 21, 2002, Section 15(d) of the Plan is hereby
amended in its entirety to read as follows:

                (d)     No Participant will be, or will be deemed to be, a
                        holder of any Common Stock subject to an Option unless
                        and until such Participant has exercised his or her
                        Option and paid the purchase price for the subject
                        shares of Common Stock. Each Option and each share of
                        Restricted Stock granted under this Plan shall be
                        transferable only by will or the laws of descent and
                        distribution and shall be exercisable during the
                        Participant's lifetime only by such Participant;
                        provided, however, that the Participant may transfer his
                        or her Options or Restricted Stock without consideration
                        to (i) the spouse, children or grandchildren of the
                        Participant ("Immediate Family Members"), (ii) a trust
                        or trusts, or to a guardian under the Uniform Gift to
                        Minors Act, for the exclusive benefit of such Immediate
                        Family Members, or (iii) a partnership or other entity
                        in which such Immediate Family Members are the only
                        partners, provided that subsequent transfers of those
                        Options or shares of Restricted Stock shall be
                        prohibited except by will or the laws of descent and
                        distribution. Following transfer, any such Options or
                        Restricted Stock shall continue to be subject to

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                        the same terms and conditions as were applicable
                        immediately prior to transfer; provided that, for
                        purposes of each Option agreement and Restricted Stock
                        agreement and Section 11 hereof, the term "Optionee"
                        shall be deemed to refer to the transferee (however, the
                        events of termination of employment, if any, set forth
                        in the agreement and the obligation to pay withholding
                        taxes shall continue to apply to the transferor).
                        Qualified Options shall be nontransferable except by
                        will or the laws of descent and distribution, and may
                        only be exercisable during the Participant's lifetime,
                        by the Participant.

         THIS AMENDMENT, once executed by all of the members of the Committee,
shall be effective as of February 21, 2002 and shall be applicable to all
outstanding Options and shares of Restricted Stock, and to all Options and
Restricted Stock awards granted after such date.


                                                --------------------------------
                                                P. Eugene Pender



                                                --------------------------------
                                                Stephen L. Green



                                                --------------------------------
                                                Joseph S. Hardin, Jr.



                                                --------------------------------
                                                John S. Llewellyn, Jr.



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