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Wintergreen proposes the following resolution for the reasons stated in the accompanying Supporting Statement:

RESOLVED: That the Shareholders of Consolidated-Tomoka Land Co. request that the Board implement a policy that the chairperson of the Board shall be a director who is independent from the Company.

For the purposes of this policy, “independent” has the meaning set forth in the Listing Standards of NYSE-A, unless the Company’s Common Stock ceases to be listed on the NYSE-A and is listed on another exchange, in which case such exchange’s definition of independence shall apply. If the Board determines that a chairperson who was independent at the time he or she was selected is no longer independent, or in the event of the chairperson’s incapacity, the Board shall select a new chairperson who satisfies the requirements of this policy within 60 days of such determination. Compliance with this policy shall be excused if no director who qualifies as independent is elected by the shareholders or if no director who is independent is willing to serve as chairperson.

Supporting Statement

Currently, the Company’s CEO William H. McMunn serves as the Chairman of the Board. Yet the Board has several core responsibilities that involve overseeing the CEO, including monitoring CEO performance, compensating the CEO, and CEO succession planning.  The Company’s February 3, 2009 Form 8-K filing details its revised annual executive bonus criteria (the “Criteria”) which we believe is poorly thought out and exemplifies the hazard of having a joint CEO/Chairman leading the Company.  For purposes of determining bonus eligibility and potential bonus pool amounts, the revised Criteria will now include a one-time per project equivalency calculation that will represent the hypothetical after tax net income, which would have been recognized on the land portion of any land lease, build-to-suit lease, or self-development project in that year had the property been sold to a third party.  Under the Criteria, executives may receive pro forma compensation for entering into certain transactions that may ultimately be unprofitable for the Company, and there does not appear to be any clawback mechanism with respect to bonuses previously awarded to executive officers and management. The stated purpose of the Criteria is to reward short term performance. However, we believe that an executive compensation plan or any criteria underlying such a plan should be devised to reward executives and managers’ contributions to the long term growth and financial stability of the Company.  Additionally, the Criteria do not provide for a reduction in [the Company’s] future earnings used to determine potential bonus pool amounts and bonus awards to take into account any earnings previously recognized pursuant to the Criteria on a pro forma basis as described above, which creates the potential for double counting earnings in the future.  We urge shareholders to read the Company’s Form 8-K filing made on February 3, 2009 and evaluate the merits of the Executive Cash Bonus Criteria plan for themselves.

 

The Company has argued that the positions of chairman of the Board and the Chief Executive Officer should not be separated because the separation of the chairman and the CEO would carry a significant risk of impeding the Board’s decision-making processes because an independent chairman would have far less first-hand knowledge of CTO’s operations and the major issues it faces. In addition, the Company has argued that the additional work on the part of an independent chairman to enhance his or her knowledge and historical perspective of these matters in order to more effectively preside over Board meetings would be a duplication of effort and likely impose additional administrative expenses on the Board. While a director that is also an executive officer of the Company has first hand knowledge of the operations of the Company, we believe that such knowledge can be made available to the Board without the executive officer holding the position of chairman of the Board.

 

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VOTING AND PROXY PROCEDURES

 

Who can vote?

Shareholders of record as of the close of business on March 13, 2009, which is known as the Record Date, are entitled to vote at the Annual Meeting. Even if you sell your shares after the Record Date, you will retain the right to execute a proxy in connection with the Annual Meeting.  It is important that you grant a proxy regarding shares you held on the Record Date, or vote those shares in person, even if you no longer own those shares.

How many shares are eligible to vote?

As of the close of business on March 13, 2009, there were 5,723,268 shares of Common Stock outstanding and entitled to vote at the Annual Meeting.

 

How do I vote?

 

If your shares are registered directly in your name, you are considered the “shareholder of record” with respect to those shares and this Proxy Statement and the GREEN proxy card are being sent directly to you by Wintergreen. As the shareholder of record, you may direct your vote by completing, signing and dating the GREEN proxy card you receive and returning it in the postage-prepaid envelope. As the shareholder of record, you also have the right to attend the Annual Meeting and vote in person. Most shareholders hold their shares through a broker, bank or other nominee (that is, in “street name”) rather than directly in their own name. If you hold your shares in street name, you are a “beneficial owner,” and the proxy materials are being forwarded to you by your broker, bank or other nominee together with a GREEN voting instruction card. Because a beneficial holder is not the shareholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares, giving you the right to vote the shares at the meeting. Even if you plan to attend the Annual Meeting, we recommend that you complete, sign and date the enclosed GREEN proxy card and return it promptly in the enclosed postage-prepaid envelope so that your vote will be counted if you later decide not to attend the Annual Meeting.

 

What does it mean if I receive more than one GREEN proxy or voting instruction card?

 

It probably means your shares are registered differently and are in more than one account. Please sign, date  and return all GREEN proxy or voting instruction cards to ensure that all your shares are voted.

 

How will my shares be voted?

If you give a proxy on the accompanying GREEN proxy card with instructions, your shares will be voted as you direct. If you submit a signed GREEN proxy card to Wintergreen, care of its proxy solicitor, Okapi Partners, without instructions, your shares will be voted  FOR the election of the Wintergreen Nominees as directors of CTO, FOR Proposal 2  (requesting the declassification of the Board), FOR Proposal 3 (separating the positions of chairperson and Chief Executive Officer), FOR Proposal 4 (requesting the number of directors constituting the Board be fixed at a maximum of eleven) and FOR Proposal 5 (ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2009).

Submitting a signed GREEN proxy card will entitle Wintergreen to vote your shares in their discretion on matters not described in this Proxy Statement that Wintergreen does not know within a reasonable time before this solicitation, are to be presented at the Annual Meeting, and that properly come before the Annual Meeting, or any adjournment or postponement thereof.

If shareholders holding shares of CTO Common Stock in street name do not provide voting instructions, their shares may not be voted.

Unless a signed proxy specifies otherwise, it is presumed to relate to all shares held of record on the Record Date by the person who submitted it.

 

 

What do I do if I receive a proxy card from CTO?

You will also receive a WHITE proxy or voting instruction card that is being solicited by the Company’s Board.  Wintergreen urges you to discard these proxy cards or voting instruction forms sent to you by the Company. If you have previously signed a proxy card or voting instruction form sent by the Company, we urge you to sign, date and promptly mail the enclosed GREEN proxy card or voting instruction form before the Annual Meeting. By doing so, you will revoke any earlier dated proxy card or voting instruction form solicited by the Company’s Board. It is very important that you date your proxy. It is not necessary to contact the Company for your revocation to be effective. If you have questions or need assistance, please contact Okapi Partners, Wintergreen’s proxy solicitor, at + 1 877 259 6290.

 

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If you have already sent a proxy card to the Company, you may revoke it and vote for Wintergreen by signing, dating and returning the enclosed GREEN proxy card or voting instruction form.  See “Proxy Revocation Rights” below.

What is a “legal proxy,” and when would I need one?

If you do not have registered ownership of your shares and want to vote in person at the Annual Meeting, or if you are voting for someone else at the Annual Meeting, you may obtain a document called a “legal proxy” from the registered holder of the shares or such other person and bring it to the Annual Meeting. If you need assistance, please contact Okapi Partners at + 1 877 259 6290

Can I vote for the Wintergreen Nominees on the proxy card being circulated by the Company?

The only way to ensure a vote for Wintergreen is by voting the GREEN proxy card.

Will all five of the proposals in this Proxy Statement appear in the Company’s proxy statement?

The only way to ensure a vote on all five proposals is by voting the GREEN proxy card. The Company’s proxy card will not provide an opportunity to vote for the Wintergreen Nominees. At the time of this filing the Company intends to vote proxy cards returned to the Company against the shareholder proposals dealing with de-classification of the Board (Proposal 2) and separation of the offices of chairperson of the Board and Chief Executive Officer (Proposal 3). At the time of this filing, the Company’s Proxy Card does not permit you to vote on the shareholder proposal limiting the number of directors that constitute the Board (Proposal 4). The Company’s proxy statement will advise that CTO will use discretionary authority to vote proxy cards returned to the Company against Proposal 4.

What if I want to revoke my proxy or change my voting instructions?

Please refer to the section on “Proxy Revocation Rights” below.

If I plan to attend the Annual Meeting, should I still submit a proxy?

Whether you plan to attend the Annual Meeting or not, we urge you to submit a GREEN proxy card. Returning the enclosed proxy card will not affect your right to attend the Annual Meeting and vote.

How many votes do I have?

With respect to each matter to be considered at the Annual Meeting, you are entitled to one vote for each share of Common Stock owned on the Record Date. Based on documents publicly filed by the Company, the Company’s only outstanding voting securities are its Common Stock.

Can the meeting be adjourned or postponed?

The Company’s By-Laws provide that any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.   If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

In the absence of a quorum, the shareholders so present may, by majority vote, adjourn the meeting from time to time in the manner described above until a quorum shall attend.  

How can I receive more information?

 

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PROXY REVOCATION RIGHTS

      If I have already voted using the Company’s proxy card, can I revoke my proxy?

Any shareholder of record may revoke or change his or her proxy instructions at any time prior to the vote at the Annual meeting.  Please remember that only the latest dated proxy card will be counted. Therefore, Wintergreen urges you to sign, date and return the GREEN proxy card accompanying this Proxy Statement.

How can I revoke my proxy if I am a shareholder of record?

You can change your proxy instructions by: (a) submitting by mail a properly executed, subsequently dated GREEN proxy card that will revoke all prior proxy cards, including any WHITE proxy cards that you may have submitted to CTO; (b) instructing Wintergreen, care of Okapi Partners; (c) attending the Annual Meeting and withdrawing your proxy by voting in person (although attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy); or (d) delivering written notice of revocation either to Wintergreen, care of Okapi Partners, 780 Third Avenue, 30th Floor, New York, NY 10017 or to Linda Crisp, CTO’s Corporate Secretary at the Company’s offices shown above.

How can I revoke my proxy if I hold my shares through a brokerage, bank or other institution?

If you hold your shares in “street name,” i.e., through a brokerage, bank or other institution, you can revoke your proxy by: submitting a new proxy card or voting instruction form to your broker or nominee, either by mail or by telephone or by using the Internet in accordance with instructions from your broker or nominee; or attending the Annual Meeting and voting in person, provided you have obtained a signed legal proxy from the record holder giving you the right to vote your shares.

If you choose to revoke a proxy by giving written notice or a later-dated proxy to the Secretary of CTO or by submitting new voting instructions to your broker or nominee, Wintergreen would appreciate if you would assist us in representing the interests of shareholders on an informed basis by either sending their proxy solicitor, Okapi Partners, a copy of your revocation, proxy or new voting instructions or by calling them at + 1 877 259 6290.

Please remember that only the latest dated proxy card will be counted. Therefore, Wintergreen urges you to sign, date and return the GREEN proxy card accompanying this Proxy Statement.

Is there a limit to the number of times that a shareholder can revoke a proxy?

There is no limit on the number of times a shareholder may revoke a proxy prior to the Annual Meeting. If you send written revocation of your proxy to the Secretary of the Company, Wintergreen requests that you send either the original or a copy of that revocation to Okapi Partners, 780 Third Avenue, 30th Floor, New York, NY 10017. This will allow Wintergreen to more accurately determine if and when the requisite number of proxies has been received.

QUORUM

 

According to the CTO Proxy Statement, a quorum is the minimum number of shares that must be represented in person or by proxy in order for the Company to conduct the Annual Meeting. The attendance by proxy or in person of holders of a majority of the shares of Common Stock entitled to vote at the Annual Meeting, or 2,861,635 shares of Common Stock based on the Record Date of March 13, 2009 will constitute a quorum to hold the Annual Meeting.

 

VOTES REQUIRED FOR APPROVAL

 

Proposal -1 Election of Directors.  Provided a quorum is present, directors are elected by a plurality of the votes cast at the Annual Meeting.  The director nominees who receive the largest number of votes cast will be elected, up to the maximum number of directors to be elected at the Annual Meeting.  A vote to “withhold authority” for any director nominee will have no impact on the election of directors.

 

Proposal -2 Declassification of the Board of Directors.  Provided a quorum is present, the affirmative vote of holders of a majority of the shares of Common Stock present, in person or represented by proxy, and entitled to vote on the proposal is required to approve the resolution requesting that the Board take the steps necessary to amend the Articles of Incorporation and By-Laws of the Company to de-classify the terms of the board and require that all directors stand for election annually.

 

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Proposal -3 Separation of the Offices of Chairperson and Chief Executive Officer.  Provided a quorum is present, the affirmative vote of holders of a majority of the shares of Common Stock present, in person or represented by proxy, and entitled to vote on the proposal is required to approve the resolution requesting that the Board of directors implement a policy that the positions of chairperson of the Board of directors and Chief Executive Officer should be separated.

Proposal -4 Fix the Number of Directors Constituting the Board at a Maximum of Eleven. Provided a quorum is present, the affirmative vote of holders of a majority of the shares of Common Stock present, in person or represented by proxy, and entitled to vote on the proposal is required to approve the resolution requesting that the Board take the steps necessary to amend the Articles of Incorporation and By-Laws of the Company to provide that the Board shall consist of no more than eleven (11) directors.

Proposal - -5 Ratification of Independent Accounting Firm.   Provided a quorum is present, the affirmative vote of holders of a majority of the shares of Common Stock present, in person or represented by proxy, and entitled to vote on the proposal is required to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2009.

 

SOLICITATION OF PROXIES

 

Proxies may be solicited by mail, telephone, telefax, telegraph, e-mail, newspapers, the Internet and other publications of general distribution and in person. In connection with this solicitation of proxies, banks, brokers, custodians, nominees, other institutional holders and other fiduciaries will be asked to forward all soliciting materials to the beneficial owners of the shares that those institutions hold of record. Wintergreen will reimburse those institutions for reasonable expenses that they incur in connection with forwarding these materials.

Wintergreen has retained Okapi Partners, LLC to solicit proxies in connection with the Annual Meeting. Okapi Partners may solicit proxies from individuals, banks, brokers, custodians, nominees, other institutional holders and other fiduciaries and will employ approximately 25 people in its effort. Wintergreen has agreed to reimburse Okapi Partners for its reasonable expenses and to pay it fees in connection with the proxy solicitation. Wintergreen has agreed to indemnify Okapi Partners against certain liabilities arising out of or in connection with the engagement. It is currently expected that the fees payable to Okapi Partners in connection with this proxy solicitation will not exceed $75,000.

In addition to the costs related to the engagement of Okapi Partners, costs related to this solicitation of proxies include expenditures for printing, postage, legal services and other related items. Wintergreen is bearing the entire expense of this proxy solicitation. Total expenditures are expected to be approximately $80,000 to $100,000. Total payments of costs to date are approximately $22,000.

 

OTHER PARTICIPANT INFORMATION

 

The participants in this solicitation are Wintergreen Fund, Inc., a Maryland corporation, Wintergreen Partners Offshore Master Fund, Ltd., a Cayman Islands exempted company, Wintergreen Partners Fund, LP, a Delaware limited partnership, Renaissance Global Markets Fund, a Canadian mutual fund (collectively, the “Wintergreen Funds”), Wintergreen Advisers, LLC, a Delaware limited liability company, Wintergreen GP, LLC, a Delaware limited liability company, David J. Winters and the Wintergreen Nominees.    Wintergreen GP, LLC is the general partner of Wintergreen Partners Fund, LP and holder of allocation shares in Wintergreen Partners Offshore Master Fund, Ltd. Wintergreen Advisers, LLC is the investment manager of the Wintergreen Funds.  The principal business address of David J. Winters, Wintergreen Advisers, LLC, Wintergreen GP, LLC, Wintergreen Fund, Inc., and Wintergreen Partners Fund, LP is 333 Route 46 West, Suite 204, Mountain Lakes, New Jersey 07046.  The principal business address of Wintergreen Partners Offshore Master Fund, Ltd. is c/o Ogier Fiduciary Services (Cayman) Limited, P.O. Box 1234, Queensgate House, South Church Street, George Town, Grand Cayman, Cayman Islands, B.W.I. The address of Renaissance Global Markets Fund is c/o CIBC Asset Management Inc. (CAMI), 20 Bay St. Suite 1402, Toronto, Ontario M5J 2N8, Canada.  As of the date hereof, the Wintergreen Funds in the aggregate own 1,481,474 shares of Common Stock.  By virtue of the relationships described above, David J. Winters and Wintergreen Advisers, LLC beneficially own the Common Stock owned by the Wintergreen Funds and Wintergreen GP, LLC beneficially owns the Common Stock owned by Wintergreen Partners Fund, LP.

Wintergreen has beneficially owned more than 10% of the Common Stock of the Company since May 2006. Wintergreen has a good faith intention to continue to hold the Common Stock through the date of the Annual Meeting and intends to appear in person or by proxy at the Annual Meeting to present the aforementioned shareholder proposals.

 

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Each Wintergreen Nominee has consented to being named in a proxy statement, to be interviewed by the Corporate Governance Committee and to serving as director if elected.

None of the Wintergreen Nominees is party to any material proceeding adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

None of the Wintergreen Nominees has a family relationship with any director, executive officer of the Company or with any other nominee for director or executive officer of the Company.

Except as described below, none of the Wintergreen Nominees has in the last five years, filed a petition under federal bankruptcy laws or any state insolvency laws, nor has a receiver, fiscal agent or similar officer been appointed by a court for (i) the business or property of the Wintergreen Nominee, (ii) any partnership in which the Wintergreen Nominee was general partner, or (iii) any business or corporation for which the Wintergreen Nominee was an executive officer in at or within two years before the time of such filing. Allen Harper was an investor in, as well as an officer and member of Ghost Town Partners LLC, owner of Ghost Town in the Sky, a theme park that filed for Chapter 11 bankruptcy protection on March 10, 2009. Mr. Harper was not involved in the day-to-day operations of the theme park or its parent company.

Neither Wintergreen nor any Wintergreen Nominee has in the last ten years been convicted of a criminal proceeding or is named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses).

None of the Wintergreen Nominees has in the last five years been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) Engaging in any type of business practice; or

(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

None of the Wintergreen Nominees has in the last five years, been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in the foregoing paragraph, or to be associated with persons engaged in any such activity; and

None of the Wintergreen Nominees was in the last five years, found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated.

None of the Wintergreen Nominees was, in the last five years, found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Except as described herein, neither Wintergreen nor any Wintergreen Nominee or their related persons has a direct or indirect interest in any transaction or series of similar transactions since the beginning of the Company’s last fiscal year or any currently proposed transaction or series of similar transactions, in which the Company or any of its subsidiaries was or is to be a participant and the amount involved exceeds $120,000.

None of the Wintergreen Nominees may be deemed to beneficially own any shares of the Company. None of the Wintergreen Nominees has purchased or sold any securities of the Company during the past two years. No associate of either of Wintergreen or any Wintergreen Nominee owns beneficially, directly or indirectly, any securities of the Company. Neither Wintergreen nor any Wintergreen Nominee owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company.

 

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Except as described herein, there is no other arrangement or understanding between either of Wintergreen or any Wintergreen Nominee and any other person pursuant to which he was or is to be selected as a nominee or director. None of Wintergreen or the Wintergreen Nominees currently holds any position or office with the Company or has ever served previously as a director of the Company. Neither Wintergreen nor any Wintergreen Nominee nor any of his/her/its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party.

Neither Wintergreen nor any Wintergreen Nominee is, or within the past year was, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.

There is no arrangement or understanding pursuant to which the Wintergreen Nominees are proposed to be elected.

There are no relationships between any of the Wintergreen Nominees or their immediate families and Wintergreen. There are no agreements or understandings between Wintergreen and any of the Wintergreen Nominees regarding this nomination. The Wintergreen Nominees will not receive any compensation from Wintergreen for their services as directors of the Company.

All of the Wintergreen Nominees have indicated their availability in respect of the meetings of the Board that have been scheduled for calendar year 2009.

 

OTHER MATTERS AND ADDITIONAL INFORMATION

 

Other Matters

 

Other than those discussed above, Wintergreen is unaware of any other matters to be considered at the Annual Meeting.  However, should other matters, which Wintergreen is not aware of a reasonable time before this solicitation, be brought before the Annual Meeting, the persons named as proxies on the enclosed GREEN proxy card will vote on such matters in their discretion.

 

Incorporation by Reference

 

Wintergreen has omitted from this Proxy Statement certain disclosure required by applicable law that is expected to be included in the Company’s proxy statement relating to the Annual Meeting.  This disclosure is expected to include, among other things, certain biographical information on the Company’s directors and executive officers, and other information concerning the Company’s Board; information concerning executive compensation; information concerning the Company’s procedures for nominating directors; information concerning the committees of the Company’s Board; procedures for submitting proposals for inclusion in the Company’s proxy statement at the next annual meeting; and other important information. Information concerning the date by which proposals of security holders intended to be presented at the next Annual Meeting of Shareholders must be received by the Company for inclusion in the Company’s proxy statement and form of proxy for that meeting will also be contained in Company’s Proxy Statement.   While we believe that any statement made by Wintergreen herein is true, we do not take any responsibility for the accuracy or completeness of statements taken from public documents and records that were not prepared by or on our behalf, or for any failure by CTO to disclose events that may affect the significance or accuracy of such information.  See Schedule II for information regarding persons who beneficially own more than 5% of the Shares and the ownership of the Shares by the directors and management of CTO.

 

The information concerning CTO contained in this Proxy Statement and the Schedules attached hereto has been taken from, or is based upon, publicly available information.

 

WINTERGREEN ADVISERS, LLC

April 8, 2009

 

 

 

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SCHEDULE I

 

TRANSACTIONS IN SECURITIES OF CONSOLIDATED-TOMOKA LAND CO.

DURING THE PAST TWO YEARS

Class of Security	Quantity Purchased / (Sold)	Price Per Share ($)	Date of Purchase / Sale
Wintergreen Advisers, LLC
Common Stock	4716	75.57	03/13/07
Common Stock	300	75.18	03/15/07
Common Stock	7,700	74.86	03/28/07
Common Stock	100	75.00	03/29/07
Common Stock	3,500	75.00	03/30/07
Common Stock	100	74.75	04/04/07
Common Stock	2,000	75.00	04/13/07
Common Stock	1,300	74.74	04/18/07
Common Stock	100	74.50	05/09/07
Common Stock	14,305	74.41	05/10/07
Common Stock	400	74.49	05/11/07
Common Stock	5,400	74.38	05/14/07
Common Stock	5,600	74.23	05/15/07
Common Stock	4,594	73.95	05/16/07
Common Stock	9,300	73.30	05/17/07
Common Stock	4,299	72.69	05/18/07
Common Stock	2,000	72.69	05/18/07
Common Stock	10,870	72.91	05/24/07
Common Stock	510	72.65	05/25/07
Common Stock	1,202	72.69	05/29/07
Common Stock	4,113	73.71	06/01/07
Common Stock	2,507	73.63	06/04/07
Common Stock	8,000	72.97	06/05/07
Common Stock	4,477	72.16	06/06/07
Common Stock	16,808	71.18	06/07/07
Common Stock	6,200	70.89	06/08/07
Common Stock	7,400	70.65	06/11/07
Common Stock	8,600	69.99	06/12/07
Common Stock	500	69.48	06/13/07
Common Stock	175	69.91	06/14/07
Common Stock	3,800	71.00	06/20/07
Common Stock	5,925	70.07	06/21/07
Common Stock	5,000	70.83	06/22/07
Common Stock	9,390	71.05	06/25/07
Common Stock	804	69.75	06/26/07
Common Stock	1,600	69.43	06/27/07
Common Stock	100	69.15	06/28/07
Common Stock	1,000	69.47	06/29/07
Common Stock	1,200	69.38	07/02/07
Common Stock	1,700	69.23	07/03/07
Common Stock	2,167	68.52	07/05/07
Common Stock	2,800	68.00	07/06/07
Common Stock	6,900	67.17	07/09/07
Common Stock	5,500	67.00	07/10/07
Common Stock	3,200	66.50	07/11/07
Common Stock	4,500	69.18	07/12/07
Common Stock	250	67.50	07/19/07

 

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Common Stock	11,800	67.79	07/20/07
Common Stock	5,000	67.51	07/23/07
Common Stock	12,000	64.92	07/24/07
Common Stock	4,673	64.47	07/25/07
Common Stock	11,200	62.87	07/26/07
Common Stock	10,200	63.43	07/27/07
Common Stock	8,495	62.52	07/30/07
Common Stock	7,781	62.63	07/31/07
Common Stock	16,200	62.67	08/01/07
Common Stock	9,300	63.97	08/02/07
Common Stock	9,980	64.09	08/03/07
Common Stock	15,400	63.61	08/06/07
Common Stock	2,882	65.85	08/07/07
Common Stock	1900	63.46	09/10/07
Common Stock	300	64.35	09/14/07
Common Stock	500	64.45	09/18/07
Common Stock	100	67.47	10/18/07
Common Stock	15,000	67.22	10/19/07
Common Stock	2,000	66.41	10/22/07
Common Stock	6,565	66.41	10/24/07
Common Stock	5,800	66.49	10/25/07
Common Stock	15,800	67.34	10/26/07
Common Stock	12,008	67.47	10/29/07
Common Stock	9,100	67.18	10/30/07
Common Stock	2,200	67.33	10/31/07
Common Stock	15,961	66.19	11/01/07
Common Stock	11,540	66.39	11/02/07
Common Stock	9,049	65.95	11/05/07
Common Stock	9,154	64.97	11/07/07
Common Stock	1,740	64.50	11/09/07
Common Stock	1,950	61.96	11/20/07
Common Stock	3,414	61.93	11/26/07
Common Stock	2,201	61.99	11/27/07
Common Stock	2,163	62.00	12/03/07
Common Stock	5,200	61.72	12/04/07
Common Stock	2,800	61.45	12/05/07
Common Stock	(228,753)	50.08	06/02/08
Common Stock	110,548	50.08	06/02/08
Common Stock	118,205	50.08	06/02/08

 

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SCHEDULE II

The following table is reprinted from the Company’s Proxy Statement filed with the

Securities and Exchange Commission on March 24, 2009.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

Security Ownership of Certain Beneficial Owners

 

As of March 13, 2009, the following shareholders were beneficial owners of more than 5% of the outstanding shares of our common stock. The information below is as reported in filings with the Securities and Exchange Commission. We are not aware of any other beneficial owner of more than 5% of the shares of our common stock.

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percent of Class
Barclays Global Investors, NA., et. al.(1)		299,813		5.2	%
400 Howard Street San Francisco, CA 94105
Pico Holdings, Inc.(2)		310,000		5.4	%
875 Prospect Street, Suite 301 La Jolla, CA 92037
Third Avenue Management LLC(3)		563,000		9.8	%
622 Third Avenue, 32nd Floor New York, NY 10017
Wintergreen Advisers, LLC, et. al.(4)		1,481,474		25.9	%
333 Route 46 West, Suite 204 Mountain Lakes, NJ 07046

 

 

(1)

The amount shown and the following information is derived from a Schedule 13G filed by Barclays Global Investors, NA, Barclays Global Fund Advisors, Barclays Global Investors Australia Limited, Barclays Global Investors Canada Limited, Barclays Global Investors (Deutschland) AG, Barclays Global Investors Japan Limited and Barclays Global Investors Limited (collectively, “Barclays”) reporting beneficial ownership as of December 31, 2008. According to Schedule 13G Barclays has sole voting power over 277,180 shares and sole dispositive power over 299,813 shares.

 

(2)	The amount shown and the following information is derived from a Schedule 13G filed by Pico Holdings, Inc. (“Pico”), reporting beneficial ownership as of December 31, 2008. According to Schedule 13G Pico has sole voting and sole dispositive power over 310,000 shares.

(3)

The amount shown and the following information is derived from a Schedule 13G filed by Third Avenue Management LLC (“TAM”), reporting beneficial ownership as of December 31, 2008. According to Schedule 13G TAM has sole voting power and sole dispositive power over 563,000 shares. Third Avenue Real Estate Opportunities Fund, L.P. has the right to receive dividends from, and the proceeds from the sale of, 500,500 of the shares reported by TAM, and various separately managed accounts for whom TAM acts as investment advisor have the right to receive dividends from, and the proceeds of the sale of, 62,500 of the shares reported by TAM.

(4)

The amount shown and the following information is derived from a Schedule 13D filed by Wintergreen Advisers, LLC (“Wintergreen”), reporting beneficial ownership as of December 22, 2008. According to Schedule 13D Wintergreen Fund, Inc. (“Fund”) beneficially owns 564,961 shares and Wintergreen Partners Fund, LP (“Partners Fund”) beneficially owns 548,788 shares. Wintergreen, as sole investment manager of Fund and Partners Fund may be deemed to beneficially own the 1,113,749 shares beneficially owned by Fund and Partners Fund, and Wintergreen has sole voting and sole dispositive power with respect to these 1,113,749 shares.

 

 

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Security Ownership of Directors, Director Nominees, and Executive Officers

 

The following table contains information at March 13, 2009, on the beneficial ownership of the shares of our common stock for each director and director nominee, each “named executive officer,” and by all of our directors, director nominees and executive officers as a group, and the percentage of the aggregate of such shares to all of the outstanding shares of our common stock.

 

Name of Beneficial Owner		Amount and Nature of Beneficial Ownership									Percent of Class
		Sole			Shared			Total
John C. Adams, Jr.		10,000	(1)		—			10,000	(1)		*
John J. Allen		7,900			21,500			29,400			*
Robert F. Apgar		10,400	(2)		509			10,909	(2)		*
William H. Davison		200			—			200			*
Gerald L. DeGood		494			—			494			*
Jeffry B. Fuqua		—			—			—			*
James E. Gardner		250			—			250			*
William H. McMunn		40,000	(3)		58,387			98,387	(3)		1.7	%
John C. Myers, III		100			200			300			*
William L. Olivari		800			—			800			*
Linda Loomis Shelley		—			—			—			*
Bruce W. Teeters		40,355	(4)		—			40,355	(4)		*
William J. Voges		4,900	(5)		489	(6)		5,389	(5)(6)		*
Directors, Director Nominees, and Executive Officers as a Group (12 persons)(7)		104,999	(8)		80,576			185,575	(8)		3.0	%

 

 

*	Less than 1%.

(1)	Does not include 4,000 shares held in trust for Mr. Adams’ wife who has sole voting and disposition power over these shares.

(2)	Includes 10,400 shares subject to options that are currently exercisable within 60 days of March 13, 2009.

(3)	Includes 40,000 shares subject to options that are currently exercisable within 60 days of March 13, 2009.

(4)	Includes 16,000 shares subject to options that are currently exercisable within 60 days of March 13, 2009. Also includes 200 shares held by Mr. Teeters’ wife who has sole voting and disposition over these shares.

(5)	Includes 120 shares held in the William J. Voges Revocable Trust.

(6)	Includes 200 shares held jointly with his wife, for which Mr. Voges does not have voting power.

(7)	Does not include Mr. Apgar, as he is no longer an executive officer.

(8)	Includes 56,000 shares subject to options that are currently exercisable within 60 days of March 13, 2009.

 

 

 

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IMPORTANT

 

Tell your Board what you think!  Your vote is important.  No matter how many Shares you own, please give Wintergreen your proxy to vote: (1) ”FOR” the election of the Wintergreen Nominees, (2) “FOR” Wintergreen’s proposal to adopt a resolution requesting that the Board take the steps necessary to amend the Articles of Incorporation and By-Laws of the Company to de-classify the terms of the Board and require that all directors stand for election annually, (3) “FOR” Wintergreen’s proposal to adopt a resolution requesting that the Board implement a policy that the positions of chairperson of the Board and Chief Executive Officer should be separated, (4) “FOR” Wintergreen’s proposal to adopt a resolution requesting that the board take the steps necessary to amend the Articles of Incorporation and By-Laws of the Company to provide that the Board shall consist of no more than eleven (11) directors, and (5) “FOR” the Company’s proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2009, by taking three steps:

 

●

SIGNING the enclosed GREEN proxy card,

 

●

DATING the enclosed GREEN proxy card, and

 

●

MAILING the enclosed GREEN proxy card TODAY in the envelope provided (no postage is required if mailed in the United States).

 

If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such Shares and only upon receipt of your specific instructions.  Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet.  Please refer to the enclosed voting form for instructions on how to vote electronically.  You may also vote by signing, dating and returning the enclosed GREEN  voting form.

 

If you have any questions or require any additional information concerning this Proxy Statement, please contact Okapi Partners at the address set forth below.

 

 

 

 

Okapi Partners

780 Third Avenue

30th Floor

New York, New York 10017

Wintergreeninfo@okapipartners.com

 

or

CALL TOLL FREE + 1 877 259 6290

 

 

 

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GREEN PROXY CARD

CONSOLIDATED-TOMOKA LAND CO.

2009 ANNUAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF WINTERGREEN ADVISERS, LLC AND ITS AFFILIATED ENTITIES

THE BOARD OF DIRECTORS OF CONSOLIDATED-TOMOKA LAND CO.

IS NOT SOLICITING THIS PROXY

P     R     O     X     Y

VOTE BY MAIL

Mark, date and sign this voting form, and return it in the postage paid envelope.

Do not return the card if you vote by Internet.

 

The undersigned appoints David J. Winters and Daniel M. Geary, and each of them, attorneys and agents with full power of substitution to vote all shares of Common Stock of Consolidated-Tomoka Land Co. (the “Company”) which the undersigned would be entitled to vote if personally present at the 2009 Annual Meeting of Shareholders of the Company scheduled to be held at the Hilton Garden Inn, 189 Midway Avenue, Daytona Beach, Florida on Wednesday, May 13, 2009 at 10:00 a.m. (EST), and including at any adjournments or postponements thereof and at any meeting called in lieu thereof (the “Annual Meeting”).

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 13, 2009: Wintergreen’s Proxy Statement is available at www.ShareholdersForCTOchange.com. At this website, Wintergreen’s Proxy Statement, Wintergreen’s additional proxy solicitation material and Wintergreen’s proxy card will be available.

 

The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of Common Stock of the Company held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof.  If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the herein named attorneys and proxies or their substitutes with respect to any other matters as may properly come before the Annual Meeting that are unknown to Wintergreen Advisers, LLC (“Wintergreen”) a reasonable time before this solicitation. Wintergreen intends to vote your shares in their discretion on matters not described in this Proxy Statement that Wintergreen does not know within a reasonable time before this solicitation, which are to be presented at the Annual Meeting, and that properly come before the Annual Meeting, or any adjournment or postponement thereof.

 

IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSAL ON THE REVERSE, THIS PROXY WILL BE VOTED “FOR” SUCH PROPOSAL.

 

This Proxy will be valid until the sooner of one year from the date indicated on the reverse side and the completion of the Annual Meeting.

 

IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!

 

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

 

 

 

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GREEN PROXY CARD

 

SHAREHOLDERS ARE URGED TO MARK, DATE, SIGN, AND RETURN THIS PROXY.

YOUR VOTE IS VERY IMPORTANT TO US.

WINTERGREEN RECOMMENDS A VOTE “FOR” THE NOMINEES LISTED BELOW IN PROPOSAL NO. 1 AND “FOR” THE PROPOSALS IN NOS. 2, 3, 4 AND 5 BELOW.

 

[X] Please mark vote as in this example

 

1.

Wintergreen’s proposal to elect Dianne M. Neal, Francis G. O’Connor and Allen C. Harper. There is no assurance that the nominees of CTO management will serve if elected with Ms. Neal, Mr. O’Connor and/or Mr. Harper.

 

		FOR ALL NOMINEES		WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEE(S)			FOR ALL EXCEPT NOMINEES WRITTEN BELOW
		o		o			o

 

 

 

Wintergreen intends to use this proxy to vote (i) FOR Ms. Neal, Mr. O’Connor and Mr. Harper and (ii) FOR the candidates who have been nominated by the Company to serve as directors other than Gerald L. DeGood, James E. Gardner and William J. Voges for whom Wintergreen is NOT seeking authority to vote for and WILL NOT exercise any such authority. You should refer to the CTO Proxy Statement and form of proxy distributed by the Company for the names, backgrounds, qualifications and other information concerning the Company’s nominees.

NOTE: If you do not wish for your shares to be voted “FOR” a particular Wintergreen Nominee, mark the “FOR ALL EXCEPT NOMINEES WRITTEN BELOW” box and write the name(s) of the nominee(s) you do not support on the line below such box. Your shares will be voted for the remaining Wintergreen Nominee(s). You may also withhold authority to vote for one or more additional Company nominees by writing the name(s) of the Company nominee(s) in the space provided below:

 

___________________________                   ___________________________

___________________________                   ___________________________

___________________________                   ___________________________

2.		Shareholder proposal to adopt a resolution requesting that the board take the steps necessary to amend the Articles of Incorporation and By-Laws of the Company to de-classify the terms of the Board and require that all directors stand for election annually.		o  FOR		o  AGAINST		o  ABSTAIN

 

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3.		Shareholder proposal to adopt a resolution requesting that the board implement a policy that the positions of chairperson of the board of directors and Chief Executive Officer should be separated.		o  FOR		o  AGAINST		o  ABSTAIN
4.		Shareholder proposal to adopt a resolution requesting that the board take the steps necessary to amend the Articles of Incorporation and By-Laws of the Company to provide that the Board shall consist of no more than eleven (11) directors.		o  FOR		o  AGAINST		o  ABSTAIN
5.		Proposal of the CTO Board of Directors to ratify the selection of KPMG LLP as the Company’s independent registered public  accounting firm for 2009		o  FOR		o  AGAINST		o  ABSTAIN

 

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		MARK HERE IF YOU PLAN TO ATTEND THE MEETING						o
		MARK HERE IF AN ADDRESS CHANGE HAS BEEN  NOTED ON THE REVERSE SIDE OF THIS CARD						o

Please be sure to sign and date this Proxy.

SIGNATURE(S) OF SHAREHOLDER(S)		DATE
TITLE, IF ANY

SIGNATURE (IF HELD JOINTLY):

When shares are held by joint tenants, both should sign. When signing as attorney-in-fact, executor, administrator, trustee, guardian, corporate officer or partner, please give full title as such. If a corporation, please sign in corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. 

 

_______________________________________________

SK 25133 0011 962502 v15

 

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