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Request for Board Investigation of Reported Management Presentations to Employees

(February 14, 2006)

Below is the text of a February 14, 2006 letter asking the chairman of the Farmer Bros. Co. to initiate a board investigation of reported management solicitations of employee support for incumbent directors based on misleading information about investor plans to shut the company's operations.  The letter further requests advice of any corrective action taken by the board, and encourages the board's seeking legal advice regarding management's compliance with laws relating to the solicitation of shareholder votes for directors.

Employees may determine the voting of an Employee Stock Ownership Plan ("ESOP"), which held 2,990,897 shares of Farmer Bros. common stock (18.6% of the total outstanding) according its latest SEC Form 13G filing.

The letter shows that a copy was sent to the SEC Enforcement official who has been responsible for reviewing matters raised in a January 8, 2004 request for investigation and a February 13, 2004 request to require information disclosures, and who has also been copied in subsequent letters dated January 13, 2005, March 11, 2005, and October 11, 2005 addressing related issues.


575 Madison Avenue
New York, New York 10022
Telephone (212) 605-0335
Facsimile (212) 605-0325


February 14, 2006



By telecopier: 310/320-2436


Mr. Guenter W. Berger

Farmer Bros. Co.

20333 South Normandie Avenue

Torrance, California 90502



Dear Mr. Berger:

            It has been brought to my attention that representatives of Farmer Bros. management have been conducting meetings with groups of the company’s employees to tell them that they should support the current members of the board in an effort to stop what is reportedly described as a plan by investors associated with me to sell off the company’s properties and shut down the business, terminating the employees’ jobs.

            I ask you, in your capacity as its chairman, to inform the board of this report so that they may determine whether management representatives have in fact been making such presentations.  As you and the other directors must know, the reported presentations suggesting investor plans to shut operations are completely inconsistent with both logic and the publicly open “Forum” communications about seeking strategic alternatives to expand the company’s operations, which would obviously also expand employee career opportunities.  If it is true that management representatives have been making misleading statements to company employees, or to anyone else, I will appreciate your informing me of the corrective actions taken by the board.

            Aside from addressing issues of integrity, you are also encouraged to seek legal advice regarding compliance with laws relating to the solicitation of votes for directors.

            Please let me know if the board or its advisers require any additional information.


Sincerely yours,




Gary Lutin


cc:        Andrew Petillon, Esquire




The Forum is open to all Farmer Bros. shareholders, whether institutional or individual, and to professionals concerned with their investment decisions.  Its purpose is to provide shareholders with access to information and a free exchange of views on issues relating to their evaluations of alternatives.  As stated in the Forum's Conditions of Participation, participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

There is no charge for participation.  Franklin Mutual Advisers, LLC, the manager of funds owning approximately 12.6% of Farmer Bros. shares, provided initial sponsorship for the Forum and arranged for it to be chaired by Gary Lutin.  Continuing support and guidance of the Forum is provided by an Advisory Panel of actively interested shareholders.

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