Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On February 13, 2009, the Compensation Committee (the "Committee") of the Board of Directors of Dean Foods Company (the "Company") established objectives for 2009 short-term incentive payments payable in 2010 to the executive officers of the Company under the Company's 2009 Short-Term Incentive Compensation Plans.

Short-term incentive payments for 2009 will consist of a combination of Company financial objectives, business unit objectives where appropriate, and individual objectives for each executive officer. The Committee determines the appropriate relative weight for each factor each year. Short-term incentive payments for 2009 will be based on the achievement of Company and business unit objectives for that portion of the target payment tied to financial objectives, and the Committee's assessment of each executive officer's performance in 2009 against their individual objectives for that portion of the target payment tied to individual objectives. The payout factor for the financial component of short-term incentive compensation for each executive officer ranges from zero to 200 percent of that officer's target payment, depending on actual performance in 2009 against the financial objectives established by the Committee. The payout factor for the individual objective component of short-term incentive compensation for each executive officer ranges from zero to 150 percent of that officer's target payment, depending on the officer's performance in 2009 against the individual objectives established by the Committee. If the Company or business unit exceeds 100 percent of its respective financial objectives, then each executive officer's individual objective payout factor is multiplied by the relevant financial payout factor, resulting in a maximum payout of 300 percent of the individual objective component of the officer's short-term incentive compensation.

The key Company financial objectives for 2009 include growth in consolidated adjusted operating income and adjusted earnings per share. The key financial objectives for the Company's business units include growth in operating income and net sales where appropriate. The individual objectives include the achievement of strategic goals based on his or her business unit.

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