SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT, dated the 4th day of March, 1998 (the "Agreement") by and between DEAN FOODS COMPANY ("Dean") and RICHARD E. BAILEY ("Employee"). WHEREAS, Dean has offered employment to Employee as President and Chief...

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                                                                   EXHIBIT 10(j)



                               SEVERANCE AGREEMENT



         THIS SEVERANCE AGREEMENT, dated the 4th day of March, 1998 (the
"Agreement") by and between XXXX FOODS COMPANY ("Xxxx") and XXXXXXX X. XXXXXX
("Employee").

         WHEREAS, Xxxx has offered employment to Employee as President and Chief
Operating Officer of Xxxx; and

         WHEREAS, Employee has accepted the offer of employment from Xxxx
subject to the execution of a severance agreement; and

         WHEREAS, the parties desire to provide a severance agreement in the
event of the termination of Employee's employment with Xxxx without cause;

         NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, Xxxx and Employee agree as follows:

         In the event that, at any time during the first three (3) years of
employment, Xxxx terminates Employee's employment with Xxxx for any reason other
than for cause, Xxxx will pay Employee severance in the amount of One Million
Two Hundred Fifty Thousand Dollars ($1,250,000), payable within thirty (30) days
after termination.

         Any severance paid to Employee at any time after completion of the
third year of employment will be at the discretion of Xxxx.

         For purposes of this Agreement "for cause" shall mean:

         1.   Employee dies or becomes incapacitated due to physical or mental
illness so as to be unable to perform his duties as President and Chief
Operating Officer for a period exceeding sixty (60) days;

         2.   Employee refuses or willfully fails to substantially perform the
duties and responsibilities assigned to him as President and Chief Operating
Officer; or

         3.   Employee engages in any act of fraud, dishonesty, or other
intentional or willful misconduct, including, but not limited to, violation of
the Xxxx Code of Conduct.



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         Termination of this Agreement by Xxxx for cause shall require a
determination by the Chief Executive Officer that, in such Chief Executive
Officer's good faith opinion, Employee was guilty of any of the conduct set
forth in the foregoing provisions of this paragraph and specifying the specific
examples of such conduct.

         This Agreement shall be governed by the laws of the State of Illinois.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.


                                    XXXX FOODS COMPANY


______________________________      By:  ___________________________
XXXXXXX X. XXXXXX


                                    Title:  __________________________

















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