SEPARATION AND RELEASE AGREEMENT

EXHIBIT 10.1

SEPARATION AND RELEASE AGREEMENT

     Dean Foods Company and each of its subsidiaries and affiliates (hereinafter collectively referred to as the “Company”) and Alan J. Bernon (“Executive”) agree and represent as follows:

     WHEREAS, Executive is entitled to certain separation benefits pursuant to a letter agreement dated September 1, 2005 (“Employment Letter”), and to the Dean Foods Company Executive Severance Pay Plan (the “Plan”);

     WHEREAS, the parties agree and wish to ensure that they have amicably resolved and settled all possible differences, claims, or matters pertaining to, arising from, or associated with Executive’s employment with the Company and subsequent termination from employment;

     THEREFORE, the parties mutually agree to enter into this Severance and Release Agreement (the “Agreement”) and agree as follows:

     1.  Termination. The Parties acknowledge that Executive’s employment with the Company will be terminated effective September 1, 2007 (the “Termination Date”). As set forth more fully below and in consideration for the execution of this Agreement, including, but not limited to, the Release and Waiver of All Claims described more fully in section 6 below and Executive’s agreement to comply with the terms of this Agreement, Executive shall receive payments and consideration described in section 3 .

     2.  Final Paycheck and Vacation Pay. The Company and Executive agree that Executive shall receive all earned but unpaid salary through the Termination Date plus five (5) weeks of earned, accrued and unused vacation pay in the amount of $63,462, on or before September 15, 2007.

     3.  Payments and Other Consideration.

          (a) Cash Payments . The Company shall pay and provide Executive the following amounts, less applicable taxes and withholdings, on the next regular payroll date after the revocation period specified in subsection 8(g) has lapsed:

          (1) 2007 Bonus. As provided in Section 4.1 of and Exhibit A to the Plan, the Company shall pay Executive a pro rata target bonus for 2007 in an amount equal to 8/12 ^ths of the 30% personal component of 80% of his annualized base salary, or $105,600. In addition, to the extent the Company meets certain predetermined financial targets set forth in the 2007 bonus plan, which would have allowed Executive to receive additional compensation under the 2007 bonus plan, the Company agrees to pay Executive in 2008 the difference, if any, between the pro-rated bonus he would have received less $105,600 at the same time as active employees receive 2007 bonuses.

          (2) Base Pay/Salary and Incentive Pay/Bonus . As provided in the Employment Letter, the Company shall pay Executive an amount equal to $2,496,000, representing two (2) years of base salary and target bonuses.

          (3) Cash Payment in Lieu of Company-Paid Healthcare Continuation . As provided in Section 4.1 of and Exhibit A to the Plan, and in lieu of any Company-paid healthcare continuation, the Company shall pay Executive an amount equal to $25,000.

          (4) Cash Payment in Lieu of Outplacement Benefits . As provided in Section 4.1 of and Exhibit A to the Plan, the Company shall pay Executive an amount equal to $25,000.

          (5) Cash Payment in Lieu of Relocation Benefit . In satisfaction of the Company’s obligations to provide relocation benefits to Executive as described in the Employment Letter, the Company shall pay Executive an amount equal to $700,000.

          (6) Legal Fees. The Company will pay the reasonable and customary legal fees incurred by Executive in connection with matters pertaining to his separation from service with the Company and the review of this Agreement. Such invoice shall be promptly submitted to the Company and paid by the Company prior to November 30, 2007.

          (b) Equity Awards. As provided in the Employment Letter, all unvested stock options and restricted stock units granted to Executive will automatically vest after the seven (7) days revocation period specified in subsection 8(g) has lapsed. In addition, all vested and unexercised options must be exercised on or before the earlier of September 2, 2008, or the applicable 10 year expiration date. Attached as Exhibit A is a listing of all options currently vested and all options scheduled to vest after the revocation period specified in subsection 8(g) has lapsed. Attached as Exhibit B is a listing of all restricted stock units currently vested and all restricted stock units scheduled to vest following the lapse of the revocation period specified in subsection 8(g) .

          (c) Office Assistance. The Company agrees to provide Executive with his current cell phone and will continue to pay the cell phone charges through September 30, 2007. Effective October 1, 2007, all billing associated with the phone number/cell phone shall become Executive’s responsibility. The Company also agrees to provide Executive with an office phone including voicemail access and an email address for the remainder of 2007. In addition, because of Executive’s continued responsibility as a Director of the Company, the Company agrees to provide Executive with reasonable access to his current executive assistant (or if she leaves the Company, another executive assistant designated by the Company) to assist with answering and returning telephone calls, faxing materials, forwarding personal mail, and other customary personal matters for the remainder of 2007.

          (d) Employee Benefits.

          (1) Health, Vision and Dental Benefits. Executive’s current health, dental and vision coverage will terminate effective on the Termination Date. Executive may elect COBRA continuation coverage pursuant to the COBRA materials that have been or will be provided to Executive by the Company through a third-party service provider under separate cover.

          (2) Supplemental Executive Retirement Plan. The Company acknowledges that Executive will be entitled to benefits he has accrued and will accrue for compensation paid to him in 2007 prior to the Termination Date under the terms of the Dean Foods Company Supplemental Executive Retirement Plan as of the Termination Date, and that such benefits will be distributed pursuant to the terms thereof, with the terms of such plan incorporated into this Agreement by reference.

          (3) Other Welfare Benefits. Executive may elect, at Executive’s own expense, conversion of any other welfare benefits to the extent such conversion is available to similarly situated employees of the Company. Executive acknowledges that Executive has no right to continued participation as an employee of the Company in any Company-sponsored benefit plans, other than as set forth in this Agreement.

          (4) Retirement Plans. Executive understands and agrees that Executive may not make any additional contributions into any Company-sponsored retirement plan, including any 401(k) plan, nor will the Company contribute to any Company-sponsored retirement plan on Executive’s behalf with respect to any amounts paid to Executive other than for services performed on or before the Termination Date. Executive acknowledges that Executive’s right to distributions of funds held on Executive’s behalf in any Company-sponsored retirement plan will continue to be governed by such plan, with the terms of such plan or plans incorporated into this Agreement by reference.

          (5) Other Benefits. Executive acknowledges that he is waiving his rights, if any, to continued participation in any other Company-sponsored benefit plans, other than as stated in this Agreement.

          (e) Executive acknowledges that the cash payments to be paid by the Company and other consideration provided pursuant to section 3 will be reported to the Internal Revenue Service and other appropriate taxing authorities as income and will be subject to withholding to the extent required by law. Although the Company and Executive believe that the payments made and benefits provided pursuant to this Agreement will not be considered subject to Section 409A of the Internal Code of 1986, as amended (the “Code”), the parties agree to cooperate to revise and amend this Agreement in order to satisfy the Code and to prevent the imposition of any excise taxes. Executive acknowledges that he will be solely responsible for any excise taxes imposed on severance benefits provided by this Agreement.

          (f) Executive hereby acknowledges that the compensation provided by section 3 does not entitle Executive to, and Executive specifically waives any rights to, any and all Company vacation, paid-time off, and bonuses including, but not limited to, holiday, merit, or performance bonuses, except as otherwise provided herein.

          (g) Executive consents to and agrees that the Company may offset from the payments under section 3 any business expenses or other debts owed by Executive to the Company that have not been reconciled to the Company’s satisfaction, and the cost of any Company property that has not been returned by Executive to the Company, as of the date of Execution of this Agreement.

     4.  Proprietary Information, Inventions and Non-Compete Agreement. Executive and the Company entered into a Proprietary Information, Inventions and Non-Compete Agreement (“Proprietary Information Agreement”) dated September 7, 2005. The parties agree that the Proprietary Information Agreement shall remain in effect according to its terms.

     5.  Nondisparagement. Company and Executive agree that neither party will make or cause to be made any statements, observations or opinions, or communicate any information (whether oral or written) that disparages or is likely in any way to harm the reputation of the other party.

     6.  Release and Waiver of All Claims. Executive, and for Executive’s heirs, executors, and assigns, does hereby discharge and release the Company, its predecessors and affiliates, including, but not limited to, Dean Foods Company, its shareholders, representatives, agents, asso