CONSOLIDATED-TOMOKA LAND CO. Criteria for Cash Bonus System March 2008

Annual Executive Cash Bonus Criteria

CONSOLIDATED-TOMOKA LAND CO.

Criteria for Cash Bonus System

March 2008

Prior to 2008, the Company’s annual cash bonuses have been based on the Company’s after-tax earnings per share (“EPS”) in general conformity with the current cash incentive policy attached as Exhibit A. Annual Company revenues were primarily generated from third-party land sales.

Net income from operations, including the sale of property to third parties in any calendar year, were calculated in conformity with U.S. generally accepted accounting principles, as reported in the Company’s Annual Report and accompanying Form 10-K, filed with the SEC. Land leases, build-to-suit lease backs, and self-development were not part of the calculation.

Beginning in 2008, the Compensation and Stock Option Committee and Board of Directors believe that it is equally important to motivate and reward management for achievements in these additional areas, which are also a part of the Company’s adopted business plan. This revision to the current cash bonus plan is intended to incentivize management to also engage in land leases, self-development, and build-to-suit by providing equivalent cash incentives, which would be realized from third-party land sales and conversion into 1031 income properties.

In order to provide an annual plan that balances executive performance, the Company, for purposes of determining eligibility and potential bonus pool amounts, will now include in the annual executive bonus criteria a one-time per project equivalency calculation that represents 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. The fair market value of the unimproved land value used to calculate the lease payment or in the cases of self-development or build-to-suit lease backs, per the value stated in the Board-approved proforma.