Letter Agreement, dated June 9, 2017, between Dean Foods Company and David Bernard

June 9, 2017

David Bernard

Dear David:

I am pleased to offer you the position of Senior Vice President – Chief Information Officer (Grade 99) for Dean Foods Company. This position will report to Ralph Scozzafava, Chief Executive Officer, and will be based out of our Corporate Headquarters in Dallas, Texas. We look forward to having you join our team, TBD. Please confirm your acceptance of this offer by June 14, 2017.

Here are the specifics of your assignment:

As a Grade 99 executive, you will be eligible to earn an annual incentive as a participant in the Dean Foods Corporate Short-Term Incentive (STI) Plan with a 2017 target amount equal to 55% of your annualized base salary, subject to the achievement of certain financial targets as well as your performance against certain individual objectives. Your 2017 incentive payment will be prorated based on your actual hire date.

You will be eligible for consideration for future Long-Term Incentive (LTI) grants under the Dean Foods Long Term Incentive Program. The exact amount and nature of any future long-term incentive awards will be determined by the Dean Foods Compensation Committee.

You will be eligible for a one-time new hire grant under the Dean Foods Long Term Incentive Program. The target value of the grant will be $150,000.00. You will receive additional details regarding your new hire grant within 90 days of your new hire effective date.

You will be granted twenty-five (25) days of PTO per year. For 2017, your PTO will be prorated based on your actual start date. Unused PTO is not carried forward from year to year unless required by state law.

You will soon be receiving an overview of the health and welfare benefits program. Your eligibility begins on the first day of the month following 60 calendar days of employment; please note that you must complete the health and welfare benefits enrollment process within 45 days of your hire date. Once hired, if you have questions regarding the health and welfare benefits programs or eligibility, please call the Dean Foods Benefits Service Center at ###-###-#### or go online to www.deanfoods.mercerhrs.com.  

Your eligibility for 401(k) benefits will begin on the first day of the month following 60 calendar days of employment.  You will receive information regarding these benefits approximately two weeks prior to your eligibility. For questions regarding 401(k) programs or eligibility, please call Fidelity Investments at ###-###-####.

You will be eligible to participate in the Dean Foods Executive Deferred Compensation Plan. The plan provides eligible executives with the opportunity to defer compensation on a pre-tax basis. You will receive general information and enrollment materials during the next enrollment cycle.

You will be covered by the Dean Foods Supplemental Executive Retirement Plan (SERP) under the plan rules. The SERP is a non-qualified retirement plan that provides an annual Company contribution (currently 4% of eligible excess compensation) to executives whose eligible compensation exceeds the annual IRS-mandated limit for qualified retirement plans. Company contributions are made in June/July for the prior year period. You will receive additional information upon receiving your first plan contribution.

You will be eligible for a Company-paid Executive Physical every calendar year with the Cooper Institute in Dallas, Texas. To schedule your physical, call ###-###-#### and reference Dean Foods.

Should you elect COBRA (health insurance) coverage from your previous employer, Dean Foods will reimburse you, grossed up for taxes, for your COBRA premiums (less your comparable Dean Foods contribution) until you become eligible for Dean Foods benefits (first of the month following 60 days of employment).

As a Senior Vice President, you will have access to sensitive business and financial information. Accordingly, from time to time and in accordance with the company's Insider Trading Policy, you will be prohibited from

trading Dean Foods’ securities (or, in some circumstances, the securities of companies doing business with Dean Foods).

This offer of employment is contingent upon your submission to and successful completion of a background check and drug screen. By signing this offer letter, you represent that there is no agreement or promise in place between you and any other company (for example, a non-competition agreement) that would prohibit you from working for Dean Foods. You are also required to comply with the Dean Foods Code of Ethics as a condition of employment, and you understand and agree that you are not to use or disclose the confidential or proprietary information of any prior employer while performing your job with Dean Foods.  You also agree that to the extent you have any prohibitions on solicitation of customers or employees from your prior employer, you agree that you will honor those provisions for the allotted time in any relevant agreements.

David, I am very excited about the opportunities at Dean Foods and very excited to have you be a part of our team. I am confident that with your experience, skills, vision and standards, you will make significant contributions to our company in the years to come.

Best regards,

/s/ Kim Warmbier

Kim Warmbier

EVP, Chief Human Resources Officer

June 21, 2017

David Bernard

Dear David:

I am very excited that you have accepted our offer to join Dean Foods on June 26, 2017 as our new Senior Vice President – Chief Information Officer.

Regarding your recent offer, we would like to readdress a component of your compensation package related to your Annual Incentive Opportunity. As provided in your original offer letter, you will be eligible to earn an annual incentive as a participant in the Dean Foods Corporate Short-Term Incentive (STI) Plan with a 2017 target amount equal to 55% of your annualized base salary, subject to the achievement of certain financial targets as well as your performance against certain individual objectives.

We would like to clarify that, although for the 2017 plan year your STI calculation will be prorated based on your actual hire date, the anticipated five months of incentive for which you will be eligible during 2017 will be guaranteed to be paid at target. The 2017 STI prorated payment will be calculated using your annual base salary as of 12/31.

David, we’re all very excited to have you be a part of our team. I look forward to greeting you personally very soon. Feel free to call with any questions.

Best regards,

/s/ Kim Warmbier

Kim Warmbier

EVP, Chief Human Resources Officer