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Request for Board Correction of Proxy Advisor Communications

(December 16, 2002)

Copied below is the text of a letter sent on December 16, 2002 to all of the directors of Farmer Bros., requesting their corrective action relating to a report distributed the previous week by Institutional Shareholder Services ("ISS"), a proxy advisory firm which provides analyses and recommendations for shareholder voting decisions.

The letter refers to questions raised by the ISS analyst's reported reliance on discussions with company management, concerning (a) the position stated by management in a December 6, 2002 letter that they had been advised against making "unlawful" public statements about voting issues, and (b) potentially misleading information being provided to shareholders regarding their voting on matters presented in the company's December 2, 2002 proxy statement.

 

 

[letterhead]

LUTIN & COMPANY

575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325

 

                                                            December 16, 2002

 

By telecopier: 310/320-2436

 

Messrs. John M. Anglin,

Guenter W. Berger,

Lewis A. Coffman,

Roy E. Farmer,

Roy F. Farmer, and

John H. Merrell

c/o Farmer Bros. Co.

20333 South Normandie Avenue

Torrance, California 90502

 

To the members of the board of directors of Farmer Bros. Co.:

 

            You should be aware of certain concerns raised by a report about Farmer Bros. Co. issued last week by Institutional Shareholder Services ("ISS"), a proxy advisory firm which provides analyses and recommendations for shareholder voting decisions.

 

            The ISS analyst who prepared the report told me that he had relied not only on your company's SEC filings, but also on discussions with company representatives for his understanding of the matters to be presented for voting at your December 26th meeting.  You may recall that Mr. Simmons stated in his December 6th response to my December 4th letter that you had been advised by legal counsel that making public statements about the shareholder proposal "would likely constitute an unlawful proxy solicitation."  If that is so, it would be equally improper to make statements to someone who is expected to distribute a report to some of your shareholders based on those statements.  It is hoped that you will resolve this apparent contradiction one way or another, preferably by reporting directly to all of your shareholders, publicly, anything management tried to transmit through ISS.

 

            You will also observe that some of the information and assumptions in the ISS report are inconsistent with what appears in your SEC filings, and also with what is reported by a not-for-profit proxy research firm.  For example, the ISS report states incorrectly that Mr. Anglin is an independent director, and that the shareholder proposal would require making the entire corporation an investment company without allowing the alternative of separating into operating and investment affiliates.  Whatever the source of this potentially misleading confusion may have been, it is hoped that you will assume responsibility for its correction.

 

                                                            Very truly yours,

 

 

 

                                                            Gary Lutin

 

 

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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