AMENDMENT NO. 3
TO
FARMER BROS. CO.
EMPLOYEE STOCKOWNERSHIP PLAN

WHEREAS, Farmer Bros. Co. (the "Company") has adopted the Farmer Bros. Co.
Employee Stock Ownership Plan (the "Plan"), effective as of January 1, 2000;
WHEREAS, the Company desires to amend the Plan to (i) address the voting of
Company Stock, and (ii) provide for not more than three members of the
Committee under the Plan, at least two of whom must be independent directors.
WHEREAS, Section 12.01 of the Plan provides that the Board of Directors of the
Company has the authority to amend the Plan.
NOW, THEREFORE, the Plan is hereby amended in the following respects,
effective as of December 17, 2003, and subject to the approval of the Board of
Directors of the Company.
1. Section 8.01(b) of the Plan is hereby deleted and replaced with the
following:
(b)	With respect to Company Stock held in the Trust by the Trustee but not
allocated to the Accounts of Members, and with respect to Company Stock
otherwise allocated to Accounts of Members but for which no voting directions
are timely received by the Trustee, the Trustee shall vote a percentage of
such shares in favor of  the proposed transaction that is equal to the
percentage of allocated Common Stock in Members' Accounts for which voting
directions are timely received from Members that are in favor of such
transaction,  the Trustee shall e vote a percentage of such shares against the
proposed transaction equal to the percentage of allocated Common Stock in
Members' Accounts for which voting directions are timely received from Members
that are not in favor of such transaction, and the Trustee shall abstain from
voting a percentage of shares for or against the proposed transaction equal to
the percentage of allocated Common Stock in Members' Accounts for which
abstention voting directions are timely received from the Members.
2. The first sentence of Section 9.01 of the Plan is hereby deleted and
replaced with the following:
The general administration of the Plan and the responsibility for carrying out
the provisions of the Plan shall be placed in a Committee consisting of not
more than three members of the Board of Directors, at least two of whom are
'independent directors" of the Company within the meaning of NASDAQ Proposed
Rule 4350(c)(1) (or its successor), and all of whom shall be appointed and
serve at the pleasure of the Board of Directors.
3. Except as set forth herein, the Plan shall continue in full force and
effect.
The undersigned certifies:
1.	He is the duly elected Secretary of Farmer Bros. Co., a California
corporation.

2.	The foregoing Amendment to the Farmer Bros. Co. Employee Stock Ownership
Plan was duly adopted by the Board of Directors of the Company on December 22,
2003.

Dated:  December 23, 2003

/s/ John M. Anglin
_______________________
John M. Anglin, Secretary