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Conditions of Participation

Forum for Shareholders of Farmer Bros. Co.

June 14, 2004

An independent “Forum” for shareholders of Farmer Bros. Co. (the “Company”) was initiated to provide its “Participants” with effective access to information and a meaningful exchange of views on issues relating to investor interests.  Transition Investments, Inc. (the “Manager”) is providing the services of its president, Gary Lutin, to conduct the Forum’s activities according to the conditions stated below.*

Forum Participants

1.                  Participation:  The Forum is open, free of charge, to all Company shareholders, whether institutional or individual, and to anyone with fiduciary or professional responsibilities relating to shareholder decisions (including Company directors and officers, advisers to investors or Company management, regulatory officials, journalists, educators, etc.).  As stated in this section, each such “Participant” is expected to make independent use of information obtained through the Forum and may choose to express views either anonymously or for attribution, subject to the privacy rights of other Participants.

2.                  Forum Activities:  Forum activities may involve a variety of communication processes, ranging from publicly distributed reports to private discussions between the Manager and individual Participants, if and as appropriate to (a) define issues relevant to shareholder interests, (b) obtain and provide to Participants the information needed for their independent investor decisions, (c) assure management awareness of shareholder views, (d) monitor management’s conduct of the Company’s affairs in the interests of shareholders, (e) identify resources or services applicable to shareholder interests, and (f) support any shareholder interests in litigation.  Information of general Forum interest will be distributed to all Participants who provide an email address for that purpose, subject to the Forum privacy commitment.  More specialized subjects may be addressed in separate “workshops” or similar processes, so that Participants can be selective in their attentions to activities and issues.

3.                  Independence of Participant:  Each Participant is expected to act independently.  Participation in the Forum, including any of its components or functions, is not intended either (a) to be or to encourage an agreement among Participants to act in concert, or (b) to restrict in any way the freedom of Participants to enter into independent agreements for any purposes they may wish.  Any such independent agreements of Participants, including separate agreements between Participants, will be considered unrelated to the Forum.  It should of course be understood that no Participant may act for or on behalf of the Forum or its Manager, or represent that it is doing so.

4.                  Privacy:  The communications of a Participant with the Manager or others involved in the Forum will be considered private and anonymous, and the Manager will not disclose a Participant's identity or views without the Participant's specific consent.  Participation in the Forum is subject to the Participant’s agreement to respect the privacy rights of other Participants, including under circumstances in which the Participant may learn the identity or views of another Participant as a result of involvement in the Forum.

5.                  Manager Not Representing Participants:  It should be understood that the Manager (including for these purposes any employee or agent of the Manager) will have no responsibility or authority to represent or act on behalf of any Participant unless an exception is specifically agreed to in writing by both Participant and the Manager, and that neither the Manager nor any Participant will otherwise be responsible for any acts or conduct of the other.  Specifically, the Manager will neither solicit nor accept proxies.

6.                  Responsibility for Costs:  Participants will have no responsibility for any costs or other liabilities of the Forum or of the Manager, and similarly the Forum and the Manager will have no responsibility for any costs or other liabilities of a Participant.  However, if costs incurred by a Participant for purposes consistent with shareholder interests addressed by the Forum are approved by the Manager as “Contributions,” those Participant costs will be reimbursable from funds which may become available for Forum costs according to the provisions of paragraphs 13 and 14.

Advisory Panel Membership

7.                  Panel Members:  A Participant with sufficient ownership interest in the Company to justify more active support of the Forum may serve as a Member of an Advisory Panel which defines issues to be addressed.  Participation in the Advisory Panel is distinct from participation in other Forum activities, and will be subject to the additional conditions stated in this section.

8.                  Functions of Advisory Panel:  The purpose of the Advisory Panel is to provide views which are representative of broader shareholder interests for guidance in defining the issues which may be addressed by the Forum, or in other processes such as shareholder litigation.  The Advisory Panel is not intended to adopt or endorse actions, or to encourage its Members to do so.  Chaired by the Forum’s Manager, Advisory Panel communications are expected to be informal and adaptive.

9.                  Expectations of Advice:  A Member of the Advisory Panel will be expected only to offer views on subjects which interest the Member.  It is understood that any views expressed by a Member will be intended only for private, informal consideration by other Members of the Advisory Panel and the Manager, unless a Member presents the view explicitly in response to a written request stating some other intended purpose, such as a survey for a statistical report of anonymous Advisory Panel opinions.  Responses to Advisory Panel inquiries will be strictly voluntary and not a requirement of standing as a Member.

10.              Private Information:  Members of the Advisory Panel may be presented with research, views and other information that has not been distributed generally to Participants or otherwise publicly reported.  Recognizing that the purpose of the Forum is to provide Participants with information relevant to independent investment decisions, the Manager will generally obtain and report information only under conditions that would not impose any restrictions on Participants’ intended use of the information.  However, if any information which may be presented for Advisory Panel consideration is subject to confidentiality agreements, or if the Manager believes that any other conditions relating to the provision of certain Advisory Panel information might require a Member’s disclosure or impose restrictions on a Member’s investment decisions, the Manager will inform each Member of the relevant conditions prior to providing that information and allow each Member to decide whether to receive it.  Generally, aside from any specific agreements that may be established for such exceptional circumstances, it is understood that each Member will respect the private nature of the Manager’s reports and other information, including particularly the identities of other Members or Participants which may be disclosed in the course of Advisory Panel communications.

11.              Member Financial Contributions:  Each Member of the Advisory Panel will be expected to provide a reasonable share of financial support for the Forum, in proportion to the number of Company shares held by that Member.  The Manager will establish an amount per share of Company stock which could be expected to cover approximately a third of the Forum’s costs, to be advanced if and as a Member wishes to serve on the Advisory Panel.  A Member will not be expected to make any payments upon withdrawing from the Advisory Panel.  All such Member payments will be considered approved “Contributions” for purposes of reimbursement as provided below in paragraphs 13 and 14.

Costs and Reimbursements

12.              Forum Costs:  The Company will be asked to assume responsibility for all costs of the Forum’s organization and conduct, although it should be understood that the Company’s management may not agree to do so.  The Manager will therefore bear the risk of obtaining funding for all Forum costs, including the Manager’s own fees and any expenses incurred by the Manager for legal and other services.

13.              Approved Contributions:  Any costs incurred by a Participant, whether independently or in support of the Forum, may be considered reimbursable “Contributions” if the Manager determines that they are reasonable and for purposes relating to shareholder interests addressed by the Forum.  Although Contribution status may be considered after costs are incurred under exceptional circumstances, a Participant should seek written Manager approval of costs prior to making commitments.

14.              Reimbursement of Participant Contributions:  Participants will be reimbursed for Contributions if and as allocations of funds become available from the Company or any other party’s assumption of responsibility for Forum costs.  After paying or reimbursing the legal expenses reasonably incurred by the Manager in the organization and conduct of the Forum, the remaining balance of all such funds will be divided equally, in proportion to the amounts accrued, for application to (a) the reimbursement of each Participant Contribution and (b) the unpaid balance of the Manager’s fees.  Rights to reimbursement will survive the completion or termination of the Forum.


* Neither the Manager nor Mr. Lutin has any ownership or other relationship with the Company.



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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