SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                ----------------

                                  SCHEDULE 13D
                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                               (Amendment No. 17)

                          Consolidated-Tomoka Land Co.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, par value $1.00 per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    210226106
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                David J. Winters
                            Wintergreen Advisers, LLC
                          333 Route 46 West, Suite 204
                        Mountain Lakes, New Jersey 07046
                                 (973) 263-2600
--------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                November 20, 2008
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of This Statement)

     If the filing person  has previously filed  a statement on  Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box [ ].

          Note:  Schedules filed in paper format shall include a signed original
     and five copies of the schedule, including all exhibits. See Rule 13d-7 for
     other parties to whom copies are to be sent.

----------
(1)  The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter disclosures provided in a prior cover page.

     The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).



CUSIP No. 210226106
          ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Wintergreen Advisers, LLC

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [_]
                                                                 (b)  [x]
3.   SEC USE ONLY



4.   SOURCE OF FUNDS*

     AF

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware, USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.   SOLE VOTING POWER

     1,481,474


8.   SHARED VOTING POWER

     0

9.   SOLE DISPOSITIVE POWER

     1,481,474

10.  SHARED DISPOSITIVE POWER

     0

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,481,474

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     25.9%

14.  TYPE OF REPORTING PERSON*

     IA



CUSIP No. 210226106
          ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Wintergreen Fund, Inc.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [_]
                                                                 (b)  [x]
3.   SEC USE ONLY



4.   SOURCE OF FUNDS*

     WC

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Maryland, USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.   SOLE VOTING POWER

     0

8.   SHARED VOTING POWER

     564,961

9.   SOLE DISPOSITIVE POWER

     0

10.  SHARED DISPOSITIVE POWER

     564,961

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     564,961

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     9.9%

14.  TYPE OF REPORTING PERSON*

     IC



CUSIP No. 210226106
          ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Wintergreen Partners Fund, LP

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [_]
                                                                 (b)  [x]
3.   SEC USE ONLY



4.   SOURCE OF FUNDS*

     WC

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware, USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.   SOLE VOTING POWER

     0

8.   SHARED VOTING POWER

     548,788

9.   SOLE DISPOSITIVE POWER

     0

10.  SHARED DISPOSITIVE POWER

     548,788

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     548,788

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     9.6%

14.  TYPE OF REPORTING PERSON*

     PN



 CUSIP No. 210226106
           ---------------------

--------------------------------------------------------------------------------
Item 1.  Security and Issuer.

     Consolidated-Tomoka Land Co. (the "Issuer"), Common Stock, par value $1.00
      per share (the "Shares").
     The address of the Issuer is 1530 Cornerstone Boulevard, Suite 100
      Daytona Beach, Florida 32117.
--------------------------------------------------------------------------------
Item 2.  Identity and Background.

(a-c,  f) This  statement  is  being  filed by (i)  Wintergreen  Fund,  Inc,  an
investment  company  registered  under the  Investment  Company Act of 1940,  as
amended ("Wintergreen  Fund"),  (ii) Wintergreen Partners Fund, LP, a US Private
Investment Fund ("Wintergreen Partners") and  (iii) Wintergreen Advisers, LLC, a
Delaware limited liability company ("Wintergreen") which acts as sole investment
manager  of  the  Wintergreen Fund,  Wintergreen Partners  and  other investment
vehicles.  (Each  of Wintergreen Fund, Wintergreen Partners and Wintergreen  may
be referred to herein as a  "Reporting Person"  and collectively may be referred
to as  "Reporting Persons").  The Managing Members of Wintergreen  are  David J.
Winters and Elizabeth N. Cohernour (the "Managing Members"),  each of which is a
citizen  of  the United States.   David J. Winters  is the portfolio manager  at
Wintergreen  and  Elizabeth  N. Cohernour  is the  chief  operating  officer  at
Wintergreen.

The  principal  business and  principal  office  address of each of the Managing
Members, Wintergreen Fund, Wintergreen Partners and Wintergreen  is 333 Route 46
West, Suite 204, Mountain Lakes, New Jersey.

     (d) None of the Managing Members or Reporting Persons have, during the last
five  years,  been  convicted  in  a  criminal  proceeding   (excluding  traffic
violations or similar misdemeanors).

     (e) None of the Reporting  Persons or the Managing Members have, during the
last  five  years,  been  a  party  to  a  civil  proceeding  of a  judicial  or
administrative body of competent jurisdiction and as a result of such proceeding
were or are  subject  to a  judgment,  decree or final  order  enjoining  future
violations  of, or prohibiting  or mandating  activities  subject to, Federal or
state securities laws or finding any violation with respect to such laws.

--------------------------------------------------------------------------------
Item 3.  Source and Amount of Funds or Other Consideration.

As of the date hereof  Wintergreen may  be deemed  to beneficially own 1,481,474
Shares.

As of the date hereof Wintergreen Fund beneficially owns 564,961 Shares.

As of the date hereof Wintergreen Partners beneficially owns 548,788 Shares.

The source of funds used to  purchase  the  securities  reported  herein was the
working capital of Wintergreen  Fund, Wintergreen Partners and other  investment
vehicles  managed by Wintergreen.  The  aggregate  funds  used by the  Reporting
Persons to make the purchases was approximately $90.9 million.

No borrowed  funds were used to purchase  the  Shares,  other than any  borrowed
funds used for working capital purposes in the ordinary course of business.

--------------------------------------------------------------------------------
Item 4.  Purpose of Transaction.

Advisory clients of Wintergreen are the beneficial owners of approximately 25.9%
of the  Issuer's common stock.  Wintergreen  has initiated  discussions with the
Issuer  on  maximizing  the value  of  the  Daytona properties,  through  direct
development or partnerships.  Wintergreen intends to continue its dialogue with,
and to take an active interest in,  the Issuer  to encourage  strategic focus on
the Volusia county properties.  To this end, Wintergreen from time to time, will
communicate with  the Issuer  and  other holders of Common Stock  regarding such
matters.

On November 20,  2008,  Wintergreen delivered  three shareholder proposals  (the
"November  20  Proposals")  to  the  Issuer.   In  the  November  20  Proposals,
Wintergreen seeks (1) to nominate four independent candidates for Issuer's Board
of Directors, (2) require annual election of all directors, and (3) require that
the Chairperson of  the Board of Directors  be an  independent director.  A copy
of the November 20 Proposals  is attached hereto  as Exhibit B  and incorporated
herein by reference.

Wintergreen may in the future purchase  additional  Shares or dispose of some or
all  of  such  Shares  in  open-market   transactions  or  privately  negotiated
transactions.  Wintergreen  does not currently  have any plans or proposals that
would result  in any of the actions  described in paragraphs  (b) through (j) of
Item 4 of the instructions to Schedule 13D.


--------------------------------------------------------------------------------
Item 5.  Interest in Securities of the Issuer.

(a, b) As of the date  hereof,  Wintergreen  may be deemed to be the  beneficial
owner of 1,481,474 Shares, constituting 25.9% of the Shares of the Issuer, based
upon 5,727,515 Shares outstanding as of the date of this filing.

     Wintergreen has  the sole power to vote or  direct  the  vote of  1,481,474
Shares;  has the shared  power to vote or direct the vote of 0 Shares;  has sole
power to dispose or direct the disposition  of 1,481,474 Shares;  and has shared
power to dispose or direct the disposition of 0 Shares.

Wintergreen  specifically  disclaims beneficial ownership in the Shares reported
herein except to the extent of its pecuniary interest therein.

(a,  b) As of the  date  hereof,  Wintergreen  Fund is the  beneficial  owner of
564,961  Shares (1), constituting  9.9% of the Shares of the Issuer,  based upon
5,727,515 Shares outstanding as of the date of this filing.

     Wintergreen Fund has the sole power to vote or direct the vote of 0 Shares;
has the  shared  power to vote or direct the vote of  564,961  Shares;  has sole
power to dispose or direct the disposition of 0 Shares;  and has shared power to
dispose or direct the disposition of 564,961 Shares.

(1)  Wintergreen  Fund has  delegated all of its authority to vote or dispose of
the Shares to Wintergreen, its investment manager.

(a,  b) As of the date hereof,  Wintergreen  Partners is the beneficial owner of
548,788  Shares (1), constituting  9.6% of the Shares of the Issuer,  based upon
5,727,515 Shares outstanding as of the date of this filing.

     Wintergreen Partners  has the sole power  to vote or  direct the vote  of 0
Shares;  has the shared power to vote or direct the vote of 548,788 Shares;  has
sole power  to dispose or  direct the disposition  of 0 Shares;  and  has shared
power to dispose or direct the disposition of 548,788 Shares.

(1)  Wintergreen Partners  has delegated all of its authority to vote or dispose
of the Shares to Wintergreen, its investment manager.

     (c) Wintergreen  caused its advisory clients to effect  transactions in the
Shares during the past 60 days as set forth below:

   DATE              TYPE                NO OF SHARES      PRICE/SHARE
   ----              ----                -----------      ----------


     (d) Inapplicable.

     (e) Inapplicable.

--------------------------------------------------------------------------------
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect
         to Securities of the Issuer.

         N/A.

--------------------------------------------------------------------------------
Item 7.  Material to be Filed as Exhibits.

Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Shareholder Proposals dated November 20, 2008



--------------------------------------------------------------------------------







                                    SIGNATURE


     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

Wintergreen Advisers, LLC
By: David J. Winters, Managing Member.

/s/ David J. Winters
______________________________________


Wintergreen Fund, Inc.
By: David J. Winters, Executive Vice President

/s/ David J. Winters
______________________________________


Wintergreen Partners Fund, LP
By: Wintergreen GP, LLC
By: David J. Winters, Managing Member

/s/ David J. Winters
______________________________________
November 28, 2008



Attention.  Intentional  misstatements  or omissions of fact constitute  federal
criminal violations (see 18 U.S.C. 1001).



                                                                Exhibit A


                                    AGREEMENT
The undersigned agree  that this Amendment No 17  to Schedule 13D dated November
28, 2008,  relating  to  the  Common  Stock,   par  value  $1.00  per  share  of
Consolidated-Tomoka Land Co. shall be filed on behalf of the undersigned.


Wintergreen Advisers, LLC.
By: David J. Winters, Managing Member

/s/ David J. Winters
______________________________________

Wintergreen Fund, Inc.
By: David J. Winters, Executive Vice President

/s/ David J. Winters
______________________________________

Wintergreen Partners Fund, LP
By: Wintergreen GP, LLC
By: David J. Winters, Managing Member

/s/ David J. Winters
______________________________________

November 28, 2008



                                                                Exhibit B

Wintergreen Advisers, LLC
333 Route 46 West
Suite 204
Mountain Lakes, New Jersey
07046

Consolidated-Tomoka Land Co
c/o Linda Crisp, Corporate Secretary
Post Office Box 10809
Daytona Beach, Florida
32120-0809

November 20, 2008

Dear Ms. Crisp:

Wintergreen Advisers,  LLC,  intends to present  the following proposals  at the
Consolidated-Tomoka Land Co. (the "Company") 2009 Annual Meeting of Shareholders
(the "Annual Meeting").

Recommending Shareholder Information

The name  and address  of the  recommending shareholder is Wintergreen Advisers,
LLC (the "Adviser"),  333 Route 46 West, Suite 204,  Mountain Lakes,  New Jersey
07046. The telephone number of the Adviser is  (973) 263-2600.  The undersigned,
David J. Winters, is the Managing Member and CEO of the Adviser.  As of the date
of this letter,  Wintergreen Advisers,  LLC  may be  deemed  to beneficially own
1,481,474 shares of common stock, par value $1.00 per share ("Common Stock"), of
Consolidated-Tomoka Land Co.  (the  "Company"), which  constitutes  25.9% of the
Common Stock.   The Common Stock was purchased between February 21, 2006 and Dec
5, 2007. The Adviser is the  investment adviser  to  Wintergreen Fund, Inc. (the
"Fund"),  a  registered  investment  company,  which is  the beneficial owner of
564,961 shares  of Common Stock (approximately 9.9%  of the outstanding shares).
The  Adviser  also  serves as  investment adviser  to  other  pooled  investment
vehicles, which also own additional shares  of Common Stock of the Company  (the
Fund,  the other  investment  vehicles and  the  Adviser  shall  be  referred to
collectively herein as "Wintergreen").   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 following proposals.



Proposal 1

Wintergreen  hereby nominates  Dianne Neal  to fill  the current vacancy  on the
Board  to serve  in the class of Directors with terms currently ending  in 2010.
Wintergreen also nominates each of Francis G. O'Connor, John J. Allen and Jeffry
B. Fuqua  as a candidate for election  to the Company's Board of Directors  (the
"Board")  at the Annual Meeting to serve in the class of Directors,  which after
the Annual Meeting, will serve for terms scheduled to end in 2012.

Supporting Statement

Wintergreen  is nominating  four highly qualified nominees  who are  independent
from Wintergreen  and who we believe possess  the expertise necessary to work to
restore  and  enhance  shareholder value.   The nominees  are independent of the
Company  in accordance with  Listing Standards of NYSE Alternext US LLC  and are
committed to exploring all alternatives to increase shareholder value.

In Wintergreen's view, each of the nominees, if elected, would represent all the
shareholders  and  will not  serve  the purpose  of advancing  or  favoring  any
particular shareholder or other constituency of the Company.

You are urged to vote "FOR" the election of all of our nominees.

In accordance  with the instructions  provided in the Company's  Proxy Statement
filed on March 20, 2008,  we hereby submit the following information  (including
the information attached as Appendix A),  with regards  to each of the nominees:

Nominee Information

Name
Dianne M. Neal

Business Experience
Ms. Neal  was  the  Executive Vice President  and  Chief  Financial  Officer  of
Reynolds American Inc.  until March 2008.   Ms. Neal joined  Reynolds Tobacco in
1988.  She became  Executive Vice President of  R.J. Reynolds  Tobacco Holdings,
Inc.  and  R.J.  Reynolds  Tobacco Company  in  July 2003.   On  the creation of
Reynolds  American Inc.,  Ms. Neal  was named the  Executive Vice President  and
Chief Financial Officer of Reynolds American Inc. in August 2004.  Prior to July
2003,  she  served as  Vice President of  Investor Relations  of  R.J.  Reynolds
Tobacco Holdings,  a position she began in June 1999.   Ms. Neal holds a Masters
of Business Administration  and  a Bachelor of Science in Accounting,  both from
the Bryan School of Business at University of North Carolina at Greensboro.

Name
Frank O'Connor



Business Experience
Mr. O'Connor  established  Putnam Consultants,  LLC in 2005.   In this role,  he
assists bank clients  with a broad range of projects  involving  banking systems
and risk management.   From May, 1995 to August, 2005, Mr. O'Connor held several
positions with JP Morgan Chase Bank, N.A. most recently as a Credit Executive in
Investor Services.  Prior to May, 1995,  he worked in the Bank Supervision Group
of  the  Federal  Reserve  Bank  of  New York.  Mr. O'Connor  holds  an  MBA  in
Management/International Business  and a BS in Finance,  both from the NYU Stern
School of Business.

Name
John J. Allen

Business Experience
Mr. Allen  is founder  and  president of  Allen Land Group, Inc.  and Mitigation
Solutions, Inc.,  as well as various other  real estate related companies.   Mr.
Allen has been president of Allen Land Group, Inc.  since its inception in 1994.
In his role as President of Allen Land Group, Mr. Allen has been involved in raw
land permitting  and  development  in northeast  Florida  for over twenty years.
Mr. Allen's Mitigation Solutions  established the first totally privately funded
mitigation land bank in Florida.  Prior to becoming involved in real estate, Mr.
Allen worked in commercial banking at Barnett Banks, Inc.   Mr. Allen holds a BS
in Agricultural Economics from Cornell University.

Name
Jeffry B. Fuqua

Business Experience
Mr. Fuqua  is owner  and  president  of Amick Construction Co., Inc.   Mr. Fuqua
joined Amick as a general manager in 1975  and became the president and owner of
Amick  in  1977.   Amick  is  involved  in  all aspects  of  highway  and  heavy
construction.   Mr. Fuqua  is also  Chairman  of the  Greater  Orlando  Aviation
Authority  (GOAA),  Chairman of Liberty Bancorporation,  and Chairman of Orlando
National  Bank.   As Chairman of  the GOAA,  Mr. Fuqua  oversaw  a $3.3  billion
capital improvement  and growth program for Orlando International Airport.   Mr.
Fuqua  has extensive experience  in real estate development  in Central Florida,
including  single  family lots,  multi-family  rental projects,  commercial  and
industrial properties.   Mr. Fuqua holds a BA in philosophy,  as well as Masters
and Doctorate degrees in Mathematics from the University of Miami.



Proposal 2

Resolution

RESOLVED: That Article VI (b)  of the articles of incorporation of Consolidated-
Tomoka Land Co. be amended and restated in its entirety as follows:   Members of
the board shall be  elected annually  to serve until  the next annual meeting of
shareholders and  until their successors are elected.   Any vacancy occurring in
the  board of directors  may be filled by  a majority of  the directors  then in
office.   A  new  directorship  resulting  from  an increase  in  the number  of
directors shall be construed to be a vacancy.

Supporting Statement

Wintergreen  believes  the  election  of directors  is  the  strongest way  that
shareholders influence  the directors of any corporation.   Currently, our Board
is divided into three classes with each class serving three-year terms.  Because
of  this structure,  shareholders  may only vote  for one-third of the directors
each year.   This is not in the best interest of shareholders because it reduces
accountability.

The performance  of our management  and  our Board  is now  being  more strongly
tested due to  economic conditions  and  the accountability for performance must
be given  to the shareholders  whose capital  has been entrusted  in the form of
share investments.

A  study  by  researchers  at  Harvard Business School  and  the  University  of
Pennsylvania's  Wharton School  titled  "Corporate Governance and Equity Prices"
(Quarterly Journal of Economics,  February,  2003),  looked at  the relationship
between  corporate governance practices  (including classified boards)  and firm
performance.   The study  found  a significant positive link  between governance
practices  favoring shareholders  (such as  annual directors election)  and firm
value.

Investors  generally  favor   requiring  annual  elections  for  all  directors.
Shareholder proposals recommending annual elections received,  on average, 63.9%
of the vote  in the first half of 2007,  according to  Institutional Shareholder
Services (ISS) (2007 ISS Postseason Report).  ISS also found that the prevalence
of classified boards  among S&P 500 companies  has fallen dramatically,  putting
companies with  classified boards in the minority.   Similarly,  one study found
that  de-staggering  the board  creates value  for shareholders  and  noted that
proposals  to  de-stagger  boards   are  often  the  most   common  and  popular
shareholder proposals  (Undoing  the  Powerful Anti-Takeover Force  of Staggered
Boards, October 2006)

While  management  may  argue   that  directors  need  and  deserve  continuity,
management  should become aware  that continuity and tenure  may be best assured
when their performance  as directors  is exemplary  and is deemed beneficial  to
the best interests of the corporation and its shareholders.



Wintergreen  regards as  unfounded  the concern  expressed  by some  that annual
election of all directors could leave companies without experienced directors in
the event  that all incumbents  are voted out by shareholders.   In the unlikely
event that shareholders do vote to replace all directors,  such a decision would
express  dissatisfaction  with the  incumbent directors  and  reflect a need for
change.

If you agree that shareholders may benefit  from greater accountability afforded
by annual election of all directors, please vote "FOR" this proposal.


Proposal 3

Resolution

RESOLVED:  Shareholders of Consolidated-Tomoka Land Co.  request that  the Board
adopt  a  policy  that  the  Chairman 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  Alternext US LLC  ("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 Chairman  who was independent at the time  he or
she was selected  is no longer independent,  or in  the event of  the Chairman's
incapacity, the Board shall select a new Chairman 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
Chairman.

Supporting Statement

Currently,  the Company's CEO  William H. McMunn  serves as  the Chairman of the
Board.   Yet our Board has several core responsibilities that involve overseeing
the CEO,  including monitoring  CEO performance,  compensating the CEO,  and CEO
succession planning.

According to ISS,  more companies than ever before  have separated  Chairman and
CEO  positions   (2007  ISS  Postseason Report).    In  addition,  the  National
Association of Corporate Directors  includes independent board leadership as one
of its  key principles  to strengthen  corporate governance  (NACD,  Key  Agreed
Principles  to   Strengthen  Corporate  Governance   for U.S.  Publicly   Traded
Companies, October 2008).

We believe the Board should establish a policy  whereby the role of Chairman and
CEO  are separated  to  ensure proper  oversight of executives  and  to increase
accountability by executive management to the entire Board.

For  the  Board  to  better  assess  the challenges  of  the  current  financial
environment,  the Company's strategic  priorities,  and  to properly manage  our
Company's executives, we urge shareholders to vote FOR this proposal.


Please be advised that neither  the delivery of this letter  nor the delivery of
additional information,  if any,  provided by or on behalf of Wintergreen or any
of its affiliates to the Company from  and after the date hereof shall be deemed



to constitute  an admission  by Wintergreen  or any of its affiliates  that this
letter or any such information  is required or is in any way defective  or as to
the legality or enforceability of any matter  or a waiver by Wintergreen  or any
of its affiliates  of its right to,  in any way,  contest or challenge  any such
matter.

Please  direct  any  questions  regarding  the  information  contained  in  this
correspondence to our legal counsel, Patricia Poglinco ((212) 574-1247), or Fola
Adamolekun ((212) 574-1320), of Seward & Kissel LLP, One Battery Park Plaza, New
York,  New York  10004,  or  to our special Florida counsel,  Ronald Albert, Jr.
((305) 373-9474)  of  Broad  and Cassel,  One Biscayne Tower,  2 South  Biscayne
Boulevard, Miami, Florida 33131.


Sincerely yours,

/s/ David J. Winters

David J. Winters, Managing Member
Wintergreen Advisers, LLC



-----END PRIVACY-ENHANCED MESSAGE-----