FIRST AMENDED INDEPENDENT CONTRACTOR AND NONCOMPETITION AGREEMENT

Exhibit 10.4

FIRST AMENDED INDEPENDENT CONTRACTOR
AND NONCOMPETITION AGREEMENT

THIS FIRST AMENDED INDEPENDENT CONTRACTOR AND NONCOMPETITION AGREEMENT (the “First Amended Agreement”), dated as of the 4th day of April 2008, between Dean Foods Company (“Dean Foods” or “the Company”), a Delaware Corporation, having its principal place of business at 2515 McKinney Avenue, Suite 1200, Dallas, Texas 75201, and Pete Schenkel (“Mr. Schenkel”) provides as follows:

WHEREAS, the parties entered into an original Independent Contractor and Noncompetition Agreement dated December 1, 2005, (the “Original Agreement”)that provided for Mr. Schenkel to provide Senior Advisory Services, as defined in the Original Agreement, to the Chief Executive Officer, Chairman of the Board, and the Dairy Group President;

WHEREAS, the Original Agreement provided that Mr. Schenkel would cease providing Senior Advisory Services on December 31, 2009, if the Original Agreement was not terminated before December 31, 2009 pursuant to its terms;

WHEREAS, the Original Agreement contemplated an Employment Agreement between the Company and Mr. Schenkel that, as of the date of this First Amended Agreement, has been terminated on its own terms based on the passage of time, and the parties have performed all that was required of them under the Employment Agreement;

WHEREAS, the Company wishes to retain access to Mr. Schenkel’s knowledge and experience as a senior advisor for an additional two years above what was agreed upon in the Original Agreement;

WHEREAS, Section 11(b) of the Original Agreement provides that the Original Agreement may not be modified except in a written document executed by both parties to the Original Agreement;

WHEREAS, the Company still desires to ensure that, to the extent and for the period of Mr. Schenkel’s service to the Company and for a reasonable period thereafter, it may maintain the confidentiality of its trade secrets and proprietary information, goodwill and other legitimate business interests, each of which could be compromised; and

WHEREAS, the parties wish to memorialize this modification to the Original Agreement through this First Amended Agreement;

NOW, THEREFORE, it is agreed that the Original Agreement is amended as follows;

     1. The first sentence of Section 1 of the Original Agreement (“Services”) is amended to the following: