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DISTRIBUTION AGREEMENT

Distribution Agreement

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This Distribution Agreement involves

DEAN HOLDING CO | TreeHouse Foods, Inc | Dean Foods Company

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Title: DISTRIBUTION AGREEMENT
Governing Law: Delaware     Date: 6/30/2005
Industry: FODMFG     Sector: NONCYC

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Exhibit 2.1

DISTRIBUTION AGREEMENT

     Distribution Agreement, dated as of June 24, 2005 (the “ Agreement ”) by and between Dean Holding Company, a Wisconsin corporation formerly known as Dean Pickle and Specialty Products Company (“ Pickle ”), TreeHouse Foods, Inc., a Delaware corporation (the “ Company ”) and Dean Foods Company, a Delaware corporation (the “ Sole Stockholder ”).

     WHEREAS, Pickle holds 118,000 shares of common stock of the Company (the “ Common Stock ”);

     WHEREAS, the Board of Directors of Pickle has determined that it would be advisable and in the best interests of Pickle and the Sole Stockholder for Pickle to distribute to the Sole Stockholder, without any consideration therefor, the Common Stock (the “ Distribution ”); and

     WHEREAS, for federal income tax purposes, the Distribution is intended to qualify under Section 355 of the Internal Revenue Code of 1986, as amended;

     NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this Agreement, the parties hereto agree as follows:

          1.       Distribution . The Board of Directors of Pickle shall determine the record date for the Distribution (the “ Record Date ”). Pursuant to the Distribution, on the date determined by the Board of Directors of Pickle as the date on which the Distribution is payable to the Sole Stockholder, which shall be the date on which the Sole Stockholder shall be entitled to the Common Stock (the “ Distribution Date ”), Pickle shall distribute the Common Stock to the Sole Stockholder. In connection therewith, promptly following the Distribution, Pickle shall deliver to the Sole Stockholder one or more stock certificates representing all shares of Common Stock held by Pickle, together with one or more stock power(s) endorsed in blank.

          2.      Pickle Board Action . The Board of Directors of Pickle shall, in its discretion, establish the Record Date and the Distribution Date and all appropriate procedures in connection with the Distribution. The consummation of the transactions provided for in Section 1 shall only be effected after the Distribution has been declared by the Board of Directors of Pickle.

          3.       Confirmatory Instruments and Documents . Pickle hereby irrevocably constitutes and appoints the Sole Stockholder as its true and lawful attorney, with full power of substitution, in its name but on behalf of and for the benefit of such assignee, to execute, acknowledge, del


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