_________________________
200 W. Forsyth Street
7th Floor
Jacksonville, Florida 32202
Phone (904) 396-5733

December 12, 2013

Dear Shareholder:

I invite you to attend our Annual Meeting of Shareholders, which will be
held on Wednesday, February 5, 2014, at 10:00 a.m. at The River Club, Ortega
Room, on the 34th floor of the Wells Fargo Building, One Independent Drive,
Jacksonville, Florida.

Details regarding the business to be conducted at the meeting are
described in the accompanying Notice of Annual Meeting of Shareholders and
Proxy Statement. At the meeting, I will report on the Company's operations
and plans. We also will leave time for your questions.

We hope that you are able to attend the meeting. Whether or not you plan
to attend, it is important that your shares be represented and voted at the
meeting. Therefore, I urge you to promptly vote and submit your proxy by
signing, dating and returning the enclosed proxy card in the enclosed envelope.
If you are a shareholder of record and you decide to attend the Annual Meeting,
you will be able to vote in person, even if you previously have submitted your
proxy.

Thank you for your ongoing support of Patriot Transportation Holding, Inc.

Sincerely,

Thompson S. Baker II
President and Chief Executive Officer

2014 ANNUAL MEETING OF SHAREHOLDERS

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

TABLE OF CONTENTS

Notice of Annual Meeting of Shareholders ............................ ii

Proxy Statement ..................................................... 1

Corporate Governance ................................................ 4

Board Leadership Structure and Committee Membership ................. 5

Nominating Process .................................................. 8

Proposal No. 1 - Election of Directors .............................. 9

Proposal No. 2 - Ratification of Independent Registered
Public Accounting Firm .......................................... 11

Proposal No. 3 - Advisory Vote on Executive Compensation ............ 12

Shareholder Return Performance ...................................... 12

Compensation Discussion and Analysis ................................ 13

Compensation Committee Report ....................................... 21

Executive Compensation .............................................. 21

Non-Employee Director Compensation .................................. 26

Related Party Transactions .......................................... 28

Common Stock Ownership of Certain Beneficial Owners ................. 29

Common Stock Ownership by Directors and Executive Officers .......... 30

Audit Committee Report .............................................. 31

Independent Registered Public Accounting Firm ....................... 32

Additional Information .............................................. 32

Annex A Audit Committee Charter .................................... 34

PATRIOT TRANSPORTATION HOLDING, INC.
200 W. Forsyth Street, 7th Floor, Jacksonville, Florida 32202
-------------------------------------------------------------

NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS

TIME AND DATE 10:00 a.m. on Wednesday, February 5, 2014

PLACE The River Club, Ortega Room
Wells Fargo Building
One Independent Drive
34th Floor
Jacksonville, FL 32202

ITEMS OF BUSINESS (1) To elect as directors the two nominees
named in the attached proxy statement
for a 4 year term.
(2) To ratify the Audit Committee's
selection of the independent
registered public accounting firm.
(3) To hold an advisory vote on executive
compensation.
(4) To transact such other business as may
properly come before the meeting and
any adjournment.

RECORD DATE You are entitled to vote if you were a
shareholder of record at the close of
business on Monday, December 9, 2013.

ANNUAL REPORT Our 2013 Annual Report, which is not part
of the proxy soliciting materials, is
enclosed.

PROXY VOTING Please submit a proxy as soon as possible
so that your shares can be voted at the
meeting in accordance with your
instructions. If you are a shareholder of
record and you attend the meeting, you
may withdraw your proxy and vote in person.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 5, 2014: This Notice of Annual
Meeting and Proxy Statement and the 2013 Annual Report are available on our
website at www.patriottrans.com.

John D. Milton, Jr.
Corporate Secretary

This Proxy Statement and Proxy Card are being distributed on or about
December 12, 2013.

PROXY STATEMENT

The Board of Directors (the "Board") of Patriot Transportation Holding,
Inc. ("Patriot", "we", "us", "our" or the "Company") is soliciting proxies for
the Annual Meeting of Shareholders. You are receiving a proxy statement because
you own shares of Patriot common stock that entitle you to vote at the meeting.
By use of a proxy, you can vote whether or not you attend the meeting. The
proxy statement describes the matters we would like you to vote on and provides
information on those matters so you can make an informed decision.

The information included in this proxy statement relates to proposals to
be voted on at the meeting, voting process, compensation of directors and our
most highly paid officers, and other required information.

Purpose of the Annual Meeting

The purpose of the Annual Meeting is to elect as directors the two
nominees named in this proxy statement, to ratify the Audit Committee's
selection of the independent registered public accounting firm, to hold an a
dvisory vote on executive compensation and to conduct such other business as
may properly come before the Annual Meeting.

Annual Meeting Admission

You are invited to attend the meeting in person. The meeting will be
held at 10:00 a.m. on Wednesday, February 5, 2014 at The River Club, Ortega
Room, on the 34th floor of the Wells Fargo Building, One Independent Drive,
Jacksonville, Florida.

We reserve the right to require proof of ownership of Patriot stock,
as well as a form of personal photo identification, in order for you to be
admitted to the meeting. If your shares are held in the name of a bank, broker
or other holder of record, you must bring a brokerage statement or other proof
of ownership with you to the meeting. No cameras, recording equipment,
electronic devices, large bags, briefcases, or packages will be permitted in
the meeting.

We reserve the right to adopt other rules and to implement additional
security measures for the meeting.

Quorum

A quorum is the minimum number of shares required to hold a meeting.
A majority of the outstanding shares of our common stock must be represented
in person or by proxy at the meeting to establish a quorum. Both abstentions
and broker non-votes are counted as present for determining the presence of a
quorum. Broker non-votes, however, are not counted as shares present and
entitled to be voted with respect to the matter on which the broker has not
voted. Thus, broker non-votes will not affect the outcome of any of the
matters to be voted on at the Annual Meeting. Generally, broker non-votes occur
when shares held by a broker for a beneficial owner are not voted with respect
to a particular proposal because (1) the broker has not received voting
instructions from the beneficial owner and (2) the broker lacks discretionary
voting power to vote such shares.

Shareholders Entitled to Vote

Each share of our common stock outstanding as of the close of business
on December 9, 2013, the record date, is entitled to one vote at the Annual
Meeting on each matter properly brought before the meeting. As of that date,
there were 9,570,000 shares of common stock issued and outstanding.

Many Patriot shareholders hold their shares through a stockbroker,
bank, trustee, or other nominee rather than directly in their own name.
As summarized below, there are some distinctions between shares held of record
and those owned beneficially:

* SHAREHOLDER OF RECORD - If your shares are registered directly in
your name with Patriot's Transfer Agent, American Stock Transfer &
Trust Company, you are considered the shareholder of record of those
shares and these proxy materials are being sent directly to you by
Patriot. As the shareholder of record, you have the right to grant
your voting proxy directly to Patriot or to vote in person at the
meeting.

* BENEFICIAL OWNER - If your shares are held in a stock brokerage
account, by a bank, trustee, or other nominee, you are considered
the beneficial owner of shares held in street name and these proxy
materials are being forwarded to you by your broker, trustee, or
nominee who is considered the shareholder of record of those shares.
As the beneficial owner, you have the right to direct your broker,
trustee or nominee on how to vote and are also invited to attend the
meeting. However, since you are not the shareholder of record, you
may not vote these shares in person at the meeting. Your broker,
trustee, or nominee is obligated to provide you with a voting
instruction card for you to use.

* PROFIT SHARING PLAN AND TRUST - If your shares are held in your
account in the Patriot Transportation Holding, Inc. Profit Sharing
and Deferred Earnings Plan (the "Profit Sharing Plan"), you are
considered the beneficial owner of these shares and the trustee of
the plan is the shareholder of record. Participants in the Profit
Sharing Plan may direct the trustee how to vote the shares allocated
to their account by following the voting instructions contained on
the proxy card. If voting instructions are not received for shares
in the Profit Sharing Plan, those shares will be voted in the same
proportion as the shares in such plan for which voting instructions
are received.

Proposals You Are Asked to Vote On and the Board's Voting Recommendations

At the Annual Meeting, the shareholders will vote on whether to elect
the two director nominees named in this proxy statement to serve as directors
for a four year term. Our Board recommends that you vote "FOR" each nominee
of the Board.

The shareholders also will vote on the proposal to ratify the Audit
Committee's selection of the Independent Registered Public Accounting Firm.

Our Board recommends that you vote "FOR" ratification.

The shareholders also will make a non-binding advisory vote on whether
to approve the compensation of the named executive officers as described in
this proxy statement. Our Board recommends that you vote "FOR" approval of
the proposed executive compensation.

Other than the proposals described in this proxy statement, the Board
is not aware of any other matters to be presented for a vote at the Annual
Meeting. If you grant a proxy, any of the persons named as proxy holders will
have the discretion to vote your shares on any additional matters properly
presented for a vote at the meeting. If any of our nominees are unavailable as
a candidate for director, the persons named as proxy holders will vote your
proxy for another candidate or candidates as may be nominated by the Board of
Directors.

Required Vote

The nominees for election as directors at the Annual Meeting will be
elected by a plurality of the votes cast at the meeting. This means that the
director nominee with the most votes for a particular slot is elected for that
slot. Votes withheld from one or more director nominees will have no effect
on the election of any director from whom votes are withheld.

All other proposals will be approved if the number of votes cast in
favor of the proposal exceeds the number of votes cast against the proposal.

If you are a beneficial owner and do not provide the shareholder of
record with voting instructions, your shares may constitute "broker
non-votes." A "broker non-vote" occurs when a bank, broker or other holder
of record holding shares for a beneficial owner does not vote on a particular
proposal because that holder does not have discretionary voting power under
New York Stock Exchange ("NYSE") rules and has not received instructions from
the beneficial owner. If you are a beneficial owner, your bank, broker or
other holder of record is permitted under NYSE rules to vote your shares on
the ratification of our independent registered public accounting firm even if
the record holder does not receive voting instructions from you. The record
holder may not vote on the election of directors or on the advisory proposal
regarding executive compensation without voting instructions from you,
however. Without your voting instructions on these matters, a broker non-vote
will occur. In tabulating the voting result for any particular proposal,
shares that constitute broker non-votes will not be included in vote totals
and will have no effect on the outcome of any vote.

Voting Methods

If you hold shares directly as the shareholder of record, you may vote
by granting a proxy or, if you hold shares beneficially in street name, by
submitting voting instructions to your broker or nominee. If you own shares
beneficially as a participant in the Profit Sharing Plan, you may vote by
submitting voting instructions to the trustee. Please refer to the summary
instructions included on your proxy card or, for shares held in street name,
the voting instructions card included by your broker or nominee.

Changing Your Vote

You may change your proxy instructions at any time prior to the vote at
the Annual Meeting. For shares held directly in your name, you may accomplish
this by granting a new proxy or by voting in person at the Annual Meeting. For
shares held beneficially by you, you may change your vote by submitting new
voting instructions to your broker or nominee.

Counting the Vote

In the election of directors, you may vote "FOR" all of the nominees
or your vote may be "WITHHELD" from one or more of the nominees. For the
other proposals, you may vote "FOR," "AGAINST," or "ABSTAIN." If you are a
shareholder of record and you sign your proxy card with no further
instructions, your shares will be voted in accordance with the recommendations
of the Board. Shares held in your account in the Profit Sharing Plan will be
voted by the trustee as described in Shareholders Entitled to Vote on page 2.

Results of the Vote

We will announce preliminary voting results at the meeting and publish
final results in a Current Report on Form 8-K within four (4) business days
following the meeting.

Delivery of Proxy Materials

This Notice of Annual Meeting and Proxy Statement and the 2013 Annual
Report are available on our website at www.patriottrans.com under Investor
Relations. Instead of receiving future copies of our Proxy Statement and
accompanying materials by mail, beneficial owners may be able to receive copies
of these documents electronically. Please check the information provided in
the proxy materials sent to you by your bank or other holder of record
regarding the availability of this service.

Householding

Securities and Exchange Commission rules now allow us to deliver a
single copy of an annual report and proxy statement to any household at which
two or more shareholders reside, if we believe the shareholders are members of
the same family. This rule benefits both you and the Company. We believe it
eliminates irritating duplicate mailings that shareholders living at the same
address receive and it reduces our printing and mailing costs. This rule
applies to any annual reports, proxy statements, proxy statements combined with
a prospectus, or information statements. Each shareholder will continue to
receive a separate proxy card or voting instruction card.

Your household may have received a single set of proxy materials this
year. If you prefer to receive your own copy now or in future years, please
request a duplicate set by contacting John D. Milton, Jr. at (904) 396-5733 or
by mail at 200 W. Forsyth Street, 7th Floor, Jacksonville, Florida 32202.

If a broker or other nominee holds your shares, you may continue to
receive some duplicate mailings. Certain brokers will eliminate duplicate
account mailings by allowing shareholders to consent to such elimination, or
through implied consent if a shareholder does not request continuation of
duplicate mailings. Since not all brokers and nominees may offer shareholders
the opportunity this year to eliminate duplicate mailings, you may need to
contact your broker or nominee directly to discontinue duplicate mailings from
your broker to your household.

List of Shareholders

The names of shareholders of record entitled to vote at the Annual
Meeting will be available at the Annual Meeting and for ten days prior to the
meeting for any purpose germane to the meeting, between the hours of 9:00 a.m.
and 4:00 p.m., at our principal executive offices at 200 W. Forsyth Street,
7th Floor, Jacksonville, Florida, by contacting the Secretary of the Company.

Cost of Proxy Solicitation

Patriot will pay for the cost of preparing, assembling, printing,
mailing, and distributing these proxy materials. In addition to mailing these
proxy materials, the solicitation of proxies or votes may be made in person,
by telephone, or by electronic communication by our directors, officers, and
employees, who do not receive any additional compensation for these
solicitation activities. We will reimburse brokerage houses and other
custodians, nominees, and fiduciaries for their reasonable out-of-pocket
expenses for forwarding proxy and solicitation materials to beneficial owners
of stock.

Transfer Agent

Our Transfer Agent is American Stock Transfer & Trust Company. All
communications concerning shareholders of record accounts, including address
changes, name changes, common stock transfer requirements, and similar matters
can be handled by contacting American Stock Transfer & Trust Company at
1-800-937-5449, or in writing at American Stock Transfer & Trust Company,
59 Maiden Lane, Plaza Level, New York, NY 10038.

CORPORATE GOVERNANCE

Director Independence

The Board of Directors is committed to good business practices,
transparency in financial reporting and the highest level of corporate
governance.

The Board has determined that a majority of the Board of Directors
are independent of management in accordance with the listing standards of
The Nasdaq Stock Market. All of the members of the Audit Committee, the
Compensation Committee and the Nominating and Corporate Governance Committee
are independent directors. In accordance with Nasdaq listing standards, the
Board must determine that a director has no relationship that, in the judgment
of the Board, would interfere with the exercise of independent judgment by the
director in carrying out his or her responsibilities. The listing standards
specify the criteria by which the independence of our directors will be
determined. The listing standards also prohibit Audit Committee and
Compensation Committee members from any direct or indirect financial
relationship with the Company, and restrict commercial relationships of all
directors with the Company. Directors may not be given personal loans or
extensions of credit by the Company, and all directors are required to deal at
arm's length with the Company and its subsidiaries and to disclose any
circumstances that might be perceived as a conflict of interest.

The Board of Directors has determined that Messrs. Anderson,
Commander, Fichthorn, Paul, Shad, Stein and Winston are independent under
these standards.

Meetings of Independent Directors

Independent directors regularly meet in executive sessions without
management and may select a director to facilitate the meeting. During fiscal
2013, the independent directors met in executive session eight times, and
Mr. Commander presided over executive sessions of the independent directors.

Communication with Directors

The Board of Directors has adopted the following process for
shareholders to send communications to members of the Board. Shareholders may
communicate with the chairs of the Audit, Compensation, and Nominating and
Corporate Governance Committees of the Board, or with our independent
directors, by sending a letter to the following address: Board of Directors,
Patriot Transportation Holding, Inc., c/o Corporate Secretary, 200 W. Forsyth
Street, 7th Floor, Jacksonville, Florida 32202.

Director Attendance at Annual Meeting of Shareholders

The Company's policy is that our directors are expected to attend the
Annual Meeting of Shareholders unless extenuating circumstances prevent them
from attending. All directors attended last year's Annual Meeting of
Shareholders.

Business Conduct Policies

We believe that operating with honesty and integrity has earned us
trust from our customers, credibility within our communities, and dedication
from our employees. Our senior executive and financial officers are bound by
our Financial Code of Ethical Conduct. In addition, our directors, officers and
employees are required to abide by our Code of Business Conduct and Ethics to
ensure that our business is conducted in a consistently legal and ethical
manner. These policies cover many topics, including conflicts of interest,
protection of confidential information, fair dealing, protection of the
Company's assets and compliance with laws, rules and regulations.

Employees are required to report any conduct that they believe in good
faith to be an actual or apparent violation of these policies. The Audit
Committee has adopted procedures to receive, retain, and treat complaints
received regarding accounting, internal accounting controls, or auditing
matters, and to allow for the confidential and anonymous submission by
employees of concerns regarding questionable accounting or auditing matters.

The Financial Code of Ethical Conduct (as revised on January 28, 2004)
and the Code of Business Conduct and Ethics (as revised December 4, 2013) are
available on our Web site at www.patriottrans.com under Corporate Governance.

Risk Oversight

The Board of Directors exercises direct oversight of strategic risk to
the Company. Management annually (or periodically in the event greater
frequency is required due to unforeseen circumstances) prepares an enterprise
risk assessment and mitigation strategy that it reviews with the Audit
Committee. The Audit Committee reports to the Board of Directors, which in
turn, provides guidance on risk appetite, assessment and mitigation.

BOARD LEADERSHIP STRUCTURE AND COMMITTEE MEMBERSHIP

Board Leadership

John D. Baker II serves as Executive Chairman of the Company's Board
of Directors. Mr. Baker served as President and Chief Executive Officer of
the Company from February 6, 2008 until September 30, 2010. He served as
President and Chief Executive Officer of Florida Rock Industries, Inc. from
February 1996 to November 16, 2007. He has served as a director of the Company
since 1986.

While the roles of Executive Chairman and Chief Executive Officer are
held separately, the Board of Directors does not have a policy as to whether
the positions are held by separate persons, or whether the position of
Executive Chairman must be held by an independent director. When the Executive
Chairman is not an independent director or is a member of Company management,
or when the independent directors determine that it is in the best interests of
the Company, the independent directors will annually appoint a lead independent
director.

Charles E. Commander, III currently serves as lead independent director.
The lead independent director presides over executive sessions of the
independent directors and performs other duties as may be assigned from time to
time by the Board of Directors.

Our Board of Directors believes its current leadership structure is
appropriate because it effectively allocates authority, responsibility and
oversight between management and the independent members of our Board of
Directors. It does this by giving primary responsibility for the operational
leadership and strategic direction of the Company to our Chief Executive
Officer, while enabling the lead independent director to facilitate our Board
of Directors' independent oversight of management. The Board of Directors
believes its programs for overseeing risk, as described under the "Risk
Oversight" section above, would be effective under a variety of leadership
frameworks and therefore do not materially affect its choice of structure.

Board Committees

The Board is divided into four classes serving staggered four-year
terms. The Board has ten directors and the following four committees: the
Audit Committee, the Compensation Committee, the Nominating and Corporate
Governance Committee, and the Executive Committee. The membership during
fiscal 2013 and the function of each Committee are described below.

During fiscal 2013, the Board of Directors held five meetings. The
Audit Committee held four meetings, the Compensation Committee held one
meeting, and the Nominating and Corporate Governance Committee held one
meeting during fiscal 2013. During fiscal 2013, the Executive Committee did
not hold any formal meetings but voted on various matters by unanimous written
consent. The independent directors met in executive sessions following Board
meetings. All of our directors attended at least 75% of the meetings of the
Board and all committees on which the director served.

The following chart shows the composition of the committees of the
Board of Directors. Except for the Executive Committee, each of the committees
of the Board is composed exclusively of independent directors.

Nominating/Corporate
Director Audit Compensation Governance Executive
-------- ----- ------------ ---------- ---------

Edward L. Baker X*
John D. Baker II X
Charles E. Commander III X X
Thompson S. Baker II X
Robert H. Paul III X X* X
H. W. Shad III X*
Martin E. Stein, Jr. X X*
James H. Winston X

X - Committee Member * - Committee Chair

Audit Committee

The Audit Committee assists the Board in its oversight of the Company's
accounting and financial reporting processes and the audit of the Company's
financial statements, the integrity of the Company's financial statements,
compliance with legal and regulatory requirements, and the qualifications,
independence, and performance of the Company's independent auditor. In addition
to other responsibilities, the Audit Committee also:

* Reviews the annual audited and the quarterly consolidated financial
statements;

* Discusses with the independent auditor all critical accounting
policies to be used in the consolidated financial statements, all
alternative treatments of financial information that have been
discussed with management, other material communications between the
independent auditor and management, and the independent auditor's
observations regarding the Company's internal controls;

* Reviews earnings press releases prior to issuance;

* Appoints, oversees, and approves compensation of the independent
auditor;

* Approves all audit and permitted non-audit services provided by the
independent auditor;

* Reviews findings and recommendations of the independent auditor and
management's response to the recommendations of the independent
auditor;

* Recommends whether the audited financial statements should be
included in the Company's Annual Report on Form 10-K; and

* Reviews and approves all transactions between the Company and any
related person that are required to be disclosed under the rules of
the Securities Exchange Commission that have not previously been
approved by the Company's independent directors.

The Board of Directors has determined that all Audit Committee members
are independent and are able to read and understand financial statements.
The Board of Directors has also determined that the Chair of the Committee,
H.W. Shad III, qualifies as an "audit committee financial expert" within the
meaning of SEC regulations. The charter of the Audit Committee (as revised
November 26, 2013) is available on our website at www.patriottrans.com under
Corporate Governance.

Compensation Committee

Committee Functions. The primary functions of the Compensation
Committee are to (1) discharge the responsibilities of the Board of Directors
relating to the compensation of the Company's executive officers, and (2)
prepare an annual report on executive compensation to be included in the
Company's proxy statement. In addition, the Compensation Committee:

* Reviews and approves the Company's goals and objectives relevant to
the compensation of the Chief Executive Officer and evaluates his job
performance in light of those goals and objectives;

* Establishes compensation levels, including incentive and bonus
compensation, for the Chief Executive Officer;

* Establishes and determines, in consultation with the Chief Executive
Officer, the compensation levels of other senior executive officers;

* Reviews, periodically, with the Chairman and the Chief Executive
Officer the succession plans for senior executive officers and makes
recommendations to the Board regarding the selection of individuals
to occupy these positions;

* Administers the Company's stock plans; and

* Reviews and reassesses the Compensation Committee charter for
adequacy on an annual basis.

The charter of the Compensation Committee (as revised December 1,
2010) has been formally adopted by the Company and is available at
www.patriottrans.com under Corporate Governance.

Nominating and Corporate Governance Committee.

Under its charter, the principal functions of the Nominating and
Corporate Governance Committee are to (1) identify individuals who are
qualified to serve on the Company's Board of Directors, (2) recommend for
selection by the Board of Directors the director nominees for the next annual
meeting of the shareholders, (3) review and recommend to the Board changes to
the corporate governance practices of the Company, and (4) oversee the annual
evaluation of the Board. In addition, the Nominating and Corporate Governance
Committee establishes criteria for Board membership.

The charter of the Nominating and Corporate Governance Committee (as
revised December 4, 2013) is available at www.patriottrans.com under Corporate
Governance.

Executive Committee

John D. Baker II, Edward L. Baker, Thompson S. Baker II and John D.
Milton, Jr., comprise the Executive Committee. To the extent permitted by law,
the Executive Committee exercises the powers of the Board between meetings of
the Board of Directors.

NOMINATING PROCESS

Role of the Nominating and Corporate Governance Committee in the
Nominating Process

The Nominating and Corporate Governance Committee ("Nominating
Committee") identifies individuals that the Nominating Committee believes are
qualified to become Board members in accordance with the Director Qualification
Standards set forth below, and recommends selected individuals to the Board for
nomination to stand for election at the next meeting of shareholders of the
Company in which directors will be elected. In the event there is a vacancy on
the Board between meetings of shareholders, the Nominating Committee identifies
individuals that the Nominating Committee believes are qualified to become
Board members in accordance with the Director Independence Standards set forth
below, and recommends one or more of such individuals for appointment to the
Board.

Director Qualification Standards

The Nominating Committee has established the following standards and
qualifications for members of the Board of Directors:

* Each director shall at all times represent the interests of the
shareholders of the Company.

* Each director shall at all times exhibit high standards of integrity,
commitment and independence of thought and judgment.

* Each director shall dedicate sufficient time, energy and attention
to ensure the diligent performance of his or her duties, including
attending shareholder meetings and meetings of the Board and
Committees of which he or she is a member, and by reviewing in
advance all meeting materials.

* The Board shall meet the applicable standards of independence from
the Company and its management.

* The Board shall encompass a range of talent, skill and expertise
sufficient to provide sound and prudent guidance with respect to all
of the Company's operations and interests.

In considering diversity in the selection of nominees, the Nominating Committee
looks for individuals with varied experience, background, knowledge, skills and
viewpoints in order to achieve and maintain a group of directors that, as a
whole, provides effective oversight of the management of the Company. Although
our nomination policy does not prescribe specific standards for diversity, the
Board and Nominating Committee do look for nominees with a diverse set of
skills that will complement the existing skills and experience of our directors
and provide an overall balance of diversity of perspectives, backgrounds and
experiences.

Identification, Evaluation and Selection of Nominees

In the event the Nominating Committee recommends an increase in the
size of the Board or a vacancy occurs, the Nominating Committee may consider
qualified nominees from several sources, including current Board members and
search firms. The Nominating Committee may from time to time retain a search
firm to help the Nominating Committee identify qualified director nominees for
consideration by the Nominating Committee. The Nominating Committee evaluates
qualified director nominees against the current director qualification
standards described above and reviews qualified director nominees with the
Board. The Nominating Committee and the Chairman of the Board interview
candidates that meet the director qualification standards, and the Nominating
Committee selects nominees that best suit the Board's current needs and
recommends one or more of such individuals for appointment to the Board.

Nominees Proposed by Shareholders for Consideration by the Committee

The Nominating Committee will consider properly submitted shareholder
nominees for candidates for membership on the Board of Directors.
Shareholders proposing individuals for consideration by the Nominating
Committee must include at least the following information about the proposed
nominee: the proposed nominee's name, age, business or residence address,
principal occupation or employment, and whether such person has given

written consent to being named in the proxy statement as a nominee and to
serving as a director if elected. Shareholders should send the required
information about the nominee to:

Corporate Secretary
Patriot Transportation Holding, Inc.
200 W. Forsyth Street, 7th Floor
Jacksonville, Florida 32202

In order for an individual proposed by a shareholder to be considered
by the Committee for recommendation as a Board nominee for the Annual Meeting
of Shareholders to be held in early 2015, the Corporate Secretary must receive
the proposal no later than 5 p.m. Eastern Time on September 30, 2014. Such
proposals must be sent via registered, certified or express mail. The
Corporate Secretary will send properly submitted shareholder proposed
nominations to the Committee Chair for consideration at a future Committee
meeting. Individuals proposed by shareholders in accordance with these
procedures will receive the same consideration that individuals identified to
the Committee through other means receive.

Nominations by Shareholders at Annual Meeting

The Company's Articles of Incorporation provide that only persons who
are nominated in accordance with the procedures set forth in the Articles of
Incorporation shall be eligible for election as directors by the shareholders.
Under the Articles of Incorporation, directors may be nominated, at a meeting
of shareholders at which directors are being elected, by (1) the Board of
Directors or any committee or person authorized or appointed by the Board of
Directors, or (2) by any shareholder who is entitled to vote for the election
of directors at the meeting and who complies with certain advance notice
procedures. These notice procedures require that the nominating shareholder
make the nomination by timely notice in writing to the Secretary of the
Company. To be timely, the notice must be received at the principal executive
offices of the Company not less than forty (40) days prior to the meeting
except that, if less than fifty (50) days' notice or prior public disclosure of
the date of the meeting is given to shareholders, the notice must be received
no later than ten (10) days after the notice of the date of the meeting was
mailed or such public disclosure was made. The notice must contain certain
prescribed information about the proponent and each nominee, including such
information about each nominee as would have been required to be included in a
proxy statement filed pursuant to the rules of the Securities and Exchange
Commission had such nominee been nominated by the Board of Directors.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

Under our Articles of Incorporation, the Board of Directors is divided
into four classes. One class of directors is elected at each annual meeting of
shareholders for a four-year term of office. We have listed below two nominees
in Class IV to be re-elected. Class IV Directors will hold office until the
2018 annual meeting. If you are a shareholder of record, your proxy will be
voted for the election of the persons nominated unless you indicate otherwise.
If any of the nominees named should become unavailable for election for any
presently unforeseen reason, the persons named in the proxy shall have the
right to vote for a substitute as may be designated by the Board of Directors
to replace such nominee, or the Board may reduce the number of directors
accordingly.

The Board unanimously recommends a vote FOR the election of these
nominees as directors.

Director Nominees

The following paragraphs provide brief biographies of each of our
nominees. These biographies include information regarding the person's service
as a director, business experience, director positions held currently or at any
time during the last five years, and information regarding involvement in
certain legal or administrative proceedings, if applicable. These biographies
also describe the experience, qualifications, attributes and skills that caused
the Nominating Committee and the Board to determine that the person should
serve as a director of the Company.

Thompson S. Baker II

Thompson S. Baker II, age 55, has served as President and Chief
Executive Officer of the Company since October 1, 2010. He was elected as a
director in 1994. Mr. Baker served as the President of the Florida Rock

Division of Vulcan Materials Company from November 16, 2007 until September
2010. From August, 1991 to November 16, 2007, Mr. Baker served as the
President of the Aggregates Group of Florida Rock Industries, Inc. Mr. Baker
currently serves as a director for Intrepid Capital Management, Inc. Mr.
Baker's service with the Company and with Florida Rock Industries, Inc. gives
him extensive knowledge of the Company's business and the mining industry, and
demonstrates his leadership qualities.

Martin E. Stein, Jr.

Martin E. "Hap" Stein Jr., age 61, was elected as a director in 1992.
Mr. Stein has served as Chief Executive Officer of Regency Centers Corporation,
a real estate investment trust, since its initial pubic offering in 1993 and
has served as its Chairman of the Board since 1999. Mr. Stein has also served
as a director for Stein Mart, Inc. since 2001. Mr. Stein brings to the Board
extensive knowledge of the commercial real estate industry, as well as proven
public company leadership and business expertise.

Directors Continuing in Office

The following paragraphs provide brief biographies of each director
whose term of office continues after this annual meeting of shareholders. These
biographies include information regarding the person's service as a director,
business experience, director positions held currently or at any time during
the last five years, and information regarding involvement in certain legal or
administrative proceedings, if applicable. These biographies also describe the
experience, qualifications, attributes and skills that caused the Nominating
Committee and the Board to determine that the person should serve as a director
of the Company.

John E. Anderson

John Anderson, age 68, served as President and Chief Executive Officer
of the Company from 1989 to February 6, 2008. Mr. Anderson was elected as a
director on October 5, 2005 and previously served as a director of the Company
from 1989 to January 1, 2004. Mr. Anderson's service to the Company for
nineteen years demonstrates his leadership abilities and provides the Board
with the benefit of his extensive knowledge regarding the Company and the
transportation industry. He is a Class I Director (term expires 2015).

Edward L. Baker

Edward L. Baker, age 78, is Chairman Emeritus of the Company.
Mr. Baker has served as a director of the Company since 1986. He served as
Chairman of the Board of Florida Rock Industries, Inc. from February 1986 to
November 16, 2007. Mr. Baker's many years of service as a director and his
service as Chairman of Florida Rock Industries provide the Board with valuable
insights regarding the Company and its business. Mr. Baker is a Class III
Director (term expires 2017).

John D. Baker II

John D. Baker II, age 65, served as President and Chief Executive
Officer of the Company from February 6, 2008 until September 30, 2010. He
was elected as a director in 1986. From February 1996 to November 16, 2007,
Mr. Baker served as President and Chief Executive Officer of Florida Rock
Industries, Inc. Mr. Baker currently serves as a director for Wells Fargo &
Co. and Texas Industries, Inc., and has formerly served a director for Vulcan
Materials Company and Progress Energy, Inc. Mr. Baker brings to the Board
extensive knowledge in the transportation and real estate industries, as well
as proven public company leadership and business experience. Mr. Baker is a
Class II Director (term expires 2016).

Charles E. Commander, III

Mr. Commander, age 73, is a retired partner at the law firm Foley &
Lardner, LLP, where he practiced corporate, financial institutions and real
estate law and was previously a member of that firm's management committee.
Mr. Commander has been a director of the Company since 2004. Mr. Commander
currently serves on the boards of EverBank Financial Corp., a diversified
financial services company, and BSR Trust, LLC, which is engaged in developing
and managing residential rental properties. Mr. Commander has served on the
boards of numerous civic and charitable organizations. Mr. Commander's many
years of legal experience and his service on other boards provides our Board
valuable insights regarding our business and on corporate governance and
management issues. Mr. Commander is a Class III Director (term expires 2017).

Luke E. Fichthorn III

Luke E. Fichthorn III, age 72, was elected as a director in 1989.
Mr. Fichthorn has been a partner in Twain Associates, a private financial
consulting firm, for the past five years. In the past, Mr. Fichthorn has also
formerly served as a chief executive office and director of Bairnco,
Corporation. Mr. Fichthorn's financial acumen and extensive investment banking
and business experience provide the Board with valuable perspectives on
strategic decisions. Mr. Fichthorn is a Class II Director (term expires 2016).

Robert H. Paul III

Robert H. Paul III, age 79, was elected as a director in 1992. Mr. Paul
served as the Chairman of the Board of Southeast-Atlantic Beverage Corporation,
a manufacturer of soft drink products, for more than five years until 2007,
when the company was sold. For the past five years he has served as the
Chairman of the Board of Southeast Capital, LLC, a real estate investment firm.
Our Board has concluded that Mr. Paul's long service on the Board, financial
expertise, and business experience bring valuable insight to the Board.
Mr. Paul is a Class I Director (term expires 2015).

H. W. Shad III

H.W. Shad III, age 67, was elected as a director in 2004. For the past
five years he has been the owner of Bozard Ford Company, an automobile
dealership. Mr. Shad is a certified public accountant, and the Board of
Directors has determined that he is an audit committee financial expert. Mr.
Shad's accounting and business expertise provide important leadership to our
Board. Mr. Shad is a Class II Director (term expires 2016).

James H. Winston

James H. Winston, age 80, was elected as a director in 1992. For the
past five years, Mr. Winston has served as the President of LPMC, Inc., an
investment real estate firm, and as President of Citadel Life & Health
Insurance Co. Mr. Winston's long service on the Board provides valuable
insight to the Board and his professional background provides the Board with
extensive knowledge of the real estate and real estate development industries.
Mr. Winston is a Class I Director (term expires 2015).

Family Relationships

Edward L. Baker and John D. Baker II are brothers. Thompson S. Baker II
is the son of Edward L. Baker.

PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Hancock Askew & Co., LLP ("Hancock
Askew") as the Company's independent registered public accounting firm
(auditors) to examine the consolidated financial statements of the Company,
subject to satisfactory negotiation of an annual fee agreement for fiscal 2014.
The Board of Directors seeks an indication from shareholders of their approval
or disapproval of the Audit Committee's appointment of Hancock Askew as the
Company's auditors.

Hancock Askew has been our independent auditor since June 21, 2006,
and no relationship exists other than the usual relationship between auditor
and client.

If the appointment of Hancock Askew as auditor for fiscal year 2014 is
not approved by the shareholders, the adverse vote will be considered a
direction to the Audit Committee to consider other auditors for next year.
However, because of the difficulty in making any substitution of auditors so
long after the beginning of the current year, Hancock Askew will remain the
Company's Independent Registered Public Accounting Firm for fiscal year 2014,
unless the Audit Committee finds other good reason for making a change.

Representatives of Hancock Askew will be available to respond to
questions at the annual meeting of shareholders.

PROPOSAL NO. 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION

As discussed in the Compensation Discussion and Analysis, we design
our executive officer compensation program to attract, motivate, and retain
the key executives who drive our success and industry leadership. Our
compensation program consists of several forms of compensation: base salary,
cash incentive bonuses, equity compensation and other benefits and perquisites.
Pay that reflects performance and alignment of that pay with the interests of
long-term shareholders are key principles that underlie our compensation
program. The Board believes that our current executive compensation program
directly links executive compensation to our performance and aligns the
interest of our executive officers with those of our shareholders.

Shareholders are urged to read the "Compensation Discussion and
Analysis" section of this proxy statement, which discusses how our executive
compensation policies and practices implement our compensation philosophy, and
the "Executive Compensation" section of this proxy statement, which contains
tabular information and narrative discussion about the compensation of our
named executive officers.

Because this is an advisory vote, it will not be binding on the Board.
However, the Board and the Compensation Committee will review and take into
account the outcome of the vote when considering future executive compensation
decisions.

Accordingly, the Board proposes that you indicate your support for the
Company's compensation philosophy, policies, and procedures and their
implementation in fiscal year 2014 as described in this Proxy Statement.

SHAREHOLDER RETURN PERFORMANCE

The following table and graph compare the performance of the Company's
common stock to that of the Total Return Index for The NASDAQ Stock Market-US
Index and The NASDAQ Trucking and Transportation Stock Index for the period
commencing September 30, 2008 and ending on September 30, 2013. The graph
assumes that $100 was invested on September 30, 2008 in the Company's common
stock and in each of the indices and assumes the reinvestment of any dividends.

Chart Omitted

Cumulative Total Return
-----------------------

9/08 9/09 9/10 9/11 9/12 9/13

Patriot Transportation Holdings, Inc. 100.00 95.57 88.77 76.75 105.87 128.47
NASDAQ Composite 100.00 103.88 116.92 120.48 158.10 196.00
NASDAQ Transportation 100.00 96.67 110.10 97.03 106.32 143.94

This section explains our compensation philosophy and all material
elements of the compensation we provide to the individuals who served as Chief
Executive Officer and Chief Financial Officer and our other three most highly
compensated executive officers who served in such capacities during the fiscal
year ended September 30, 2013 (the "named executive officers"). The named
executive officers for fiscal 2013 are Thompson S. Baker II, our President and
Chief Executive Officer, John D. Milton, Jr., our Executive Vice President and
Chief Financial Officer, David H. deVilliers, Jr., Vice President and President
of FRP Development Corp., Robert E. Sandlin, Vice President and President of
Florida Rock & Tank Lines, Inc. and John D. Klopfenstein, our Controller and
Chief Accounting Officer.

Overview

* The objectives of our compensation program are to attract,
retain and motivate talented leaders and to support our strategic
objectives and core values.

* We provide our executive officers with the following types
of compensation: salary, cash-based short term incentives,
equity-based long-term incentives and other benefits and
perquisites.

* We encourage a pay-for-performance environment by linking cash
incentive awards to the achievement of measurable business and
individual performance goals.

* For fiscal 2014, we granted increases in base salaries for Mr. Baker,
Mr. deVilliers, Mr. Sandlin and Mr. Klopfenstein in light of their
performance. We did not increase Mr. Milton's base salary.

The Compensation Committee

Our Compensation Committee ("Committee") establishes and oversees our
compensation and employee benefits programs and approves the elements of total
compensation for the executive officers. Robert H. Paul III, Martin E. Stein,
Jr., and James H. Winston serve as the members of the Compensation Committee.
Mr. Paul, who has served on our Board of Directors for approximately 20 years,
is the Committee Chairman. Each member of the Compensation Committee qualifies
as an independent director under the listing standards of The Nasdaq Stock
Market; a non-employee director for purposes of Rule 16b-3 of the Exchange Act;
and an outside director for purposes of Section 162(m) of the Internal Revenue
Code. Additionally, no member of the Compensation Committee accepts, directly
or indirectly, any consulting, advisory or other compensatory fee from the
Company or its subsidiaries (other than fees received due to services on the
Board and its committees or fixed amounts of compensation under the Company's
retirement plans for prior service with the Company).

Compensation Philosophy

The following principles guide our compensation decisions:

We Focus on Strategic Objectives

Our compensation decisions are driven by Patriot's business strategy.
We intend that our compensation decisions will attract and retain leaders and
motivate them to achieve Patriot's strategic objectives.

We Believe in Pay for Performance

We believe that pay should be directly linked to performance. This
philosophy has guided many compensation-related decisions:

* A substantial portion of executive officer compensation usually is
contingent on, and variable with, achievement of objective business
unit and/or individual performance objectives.

* Our stock incentive plan prohibits discounted stock options, reload
stock options and re-pricing of stock options.

* We have capped the benefit levels under the Management Security Plan
and have closed the plan to new participants. Only one of our named
executive officers participates in the Management Security Plan.
Our executive officers do not accrue additional benefits under any
other supplemental executive retirement plan.

Compensation Should Reflect Position and Responsibility

Total compensation and accountability should generally increase with
position and responsibility.

Compensation Should be Reasonable and Responsible

It is essential that Patriot's overall compensation levels be
sufficiently competitive to attract and retain talented leaders and motivate
those leaders to achieve superior results. At the same time, we believe that
compensation should be set at responsible levels. Our executive compensation
programs are intended to reflect the understanding that this Company belongs
to our shareholders.

The Committee discussed the results of the previous year's shareholder
advisory vote on executive compensation. The Committee has determined, based
in part upon the fact that approximately 99% of the shares voting on the
matters voted in favor of the Company's compensation philosophy, policies and
procedures for fiscal 2013, that the current executive compensation provision
effectively aligns the interests of our executive officers with that of our
shareholders.

Variable Performance-Based Pay as a Percentage of Potential Compensation

The Committee believes that both long and short term compensation of
executive officers should correlate to the achievement of the Company's
financial objectives. For example, for fiscal 2013, Mr. Sandlin was eligible
to receive a performance-based cash bonus of up to 110% of his salary, Messrs.
Thompson Baker and deVilliers were eligible to receive performance-based cash
bonuses of up to 100% of their base salaries, Mr. Milton was eligible to
receive a performance-based cash bonus of up to 60% of his base salary, and
Mr. Klopfenstein was eligible to receive a performance-based cash bonus of up
to 50% of his base salary.

Overview and Objectives of our Executive Compensation Program

The compensation program for our executive officers is designed to
attract, motivate, reward and retain highly qualified individuals who can
contribute to the Company's growth with the ultimate objective of improving
shareholder value. Our compensation program consists of several forms of
compensation: base salary, cash incentive bonuses, equity compensation and
other benefits and perquisites.

The compensation program is designed to integrate with the Company's
business plan and the opportunities and challenges facing the Company in an
ever-evolving business environment. Accordingly, the Committee does not use
predetermined guidelines or benchmarking to determine the elements and levels
of compensation for our executive officers or to allocate between cash and
long term or equity incentives.

The Committee receives and reviews a variety of information throughout
the year to assist it in carrying out its responsibilities. The Committee
reviews financial reports comparing Company performance on a year-to-date basis
versus budget and receives operating reports at each regular Board meeting.
The Chief Executive Officer provides the Committee with an assessment of the
Company's achievements and performance, his evaluation of individual
performance and his recommendations for annual compensation, and annual
performance targets and equity compensation awards. The Committee makes all
final decisions regarding the compensation of our executive officers. When
making individual compensation decisions for executive officers, the Committee
takes many factors into account, including the individual's performance,
tenure, experience and responsibilities; the performance of the Company or the
executive's business unit; retention considerations; the recommendations of
management; the individual's historic compensation and the results of the
previous year's shareholder advisory vote on executive compensation.

The Compensation Committee does strive to assure that a significant
portion of the potential compensation of the named executive officers is
contingent, performance-based compensation linked to the achievement of
specific objectives. To achieve this goal, incentive bonuses are established
as a percentage of their base salaries.

2013 "Say on Pay" Advisory Vote on Executive Compensation

We included a non-binding advisory vote on our executive
compensation program (also referred to as a "say on pay" proposal) in our proxy
statement last year. At our 2013 Annual Meeting of Shareholders, approximately
99.5% of the votes cast in the "say on pay" advisory vote were "FOR" approval
of our executive compensation. The Compensation Committee evaluated the results
of the 2013 advisory vote together with the other factors and data discussed in
the Compensation Discussion and Analysis in determining executive compensation
policies and decisions. The Compensation Committee believes that the outcome
of our say on pay vote reflects our shareholders' support of our compensation
approach and did not make any material changes to our fiscal 2013 executive
compensation policies and decisions as a result of the 2013 advisory vote.
We value the opinions of our shareholders and will continue to consider the
outcome of future say on pay votes when designing our compensation programs and
policies and making compensation decisions.

The Board of Directors has determined to hold an annual shareholder
advisory vote on executive compensation until the next required vote on the
frequency of shareholder advisory votes on executive compensation.

Components of Executive Compensation

Base Salary

General. Base pay is a critical element of executive compensation
because it provides executives with a base level of monthly income. In
determining base salaries, we consider the executive's qualifications and
experience, scope of responsibilities and future potential, the goals and
objectives established for the executive, the executive's past performance,
internal pay equity and the tax deductibility of base salary. As part of
determining annual increases, the Committee also considers the Chief Executive
Officer's written recommendations, the observations of the Chief Executive
Officer and of the Committee members regarding individual performance and
internal pay equity considerations.

Fiscal 2013 and 2014 Actions. We set base salaries on a calendar year
basis. The following table reflects the adjustments made to the base salaries
of the named executive officers for calendar years 2013 and 2014.

2013 Base % Increase 2014 Base % Increase
Name and Title Salary from 2012 Salary from 2013
-------------- --------- ---------- --------- ----------

Thompson S. Baker II
President and CEO $395,000 0% $406,850 3%

John D. Milton, Jr. $165,000 0% $165,000 0%
Executive Vice President and
Chief Financial Officer

David H. deVilliers, Jr. $316,000 2% $324,404 2.5%
Vice President and President,
FRP Development Corp.

Robert E. Sandlin $248,000 5% $260,400 5%
Vice President and President,
Florida Rock & Tank Lines, Inc.

John D. Klopfenstein $176,000 5% $184,800 5%
Controller and Chief
AccountingOfficer

Analysis. The Committee increased the base salaries of Messrs. Baker,
deVilliers, Sandlin and Klopfenstein for fiscal 2014 in light of their
management performance. The Committee did not increase Mr. Milton's base
salary based on the Committee's view that his existing base salary was adequate
in light of his total compensation packages.

Cash Incentive Compensation

Management Incentive Compensation Plan. The Management Incentive
Compensation Plan (the "MIC Plan") provides officers and key employees an
opportunity to earn an annual cash bonus for achieving specified, performance-
based goals established for the fiscal year. Performance goals under the MIC
Plan are tied to measures of operating performance rather than appreciation in
stock price.

The Compensation Committee traditionally has established performance
objectives for the transportation subsidiaries based on targeted levels of
after-tax return on average capital employed. We believe that after-tax
return-on-capital employed (ROCE) is an important measure of performance in
an asset-intensive business, both to evaluate management's performance and to
demonstrate to shareholders that capital has been used wisely over the long
term. For purposes of this bonus calculation, return on average capital
employed is defined as the Transportation Group's net income excluding the
after-tax cost of financing, divided by its total monthly average capital
employed.

The Compensation Committee historically established performance
objectives for the Developed Buildings and Land segment based on operating
properties in the portfolio (usually gross profit on developed buildings
and average occupancy rates for properties in service more than 12 months),
special projects and new

development. For fiscal 2013 and 2014, the Compensation Committee established
bonus pools tied to the achievement of targeted levels of adjusted after-tax
return on capital employed (calculated as described below).

Fiscal 2013 and 2014 Actions. The following chart describes the
performance objectives and potential bonuses for the named executive officers
for fiscal years 2013 and 2014:

Potential
Bonus as a
Name Year % of Salary Performance Targets
------ ---- ----------- -------------------

Thompson S. Baker II 2014 100% Achievement by Company of a
targeted level of net income
for fiscal 2014.(1)(4)(5)(6).
2013 100% Achievement by the Company of
a targeted level of net income
for fiscal 2013(1)(4)(5)(6).

John D. Milton, Jr. 2014 100% Achievement by Company of a
targeted level of net income
for fiscal 2014(1)(2)(4)(5)(6).
2013 100% Achievement by Company of a
targeted level of net income
for fiscal 2014(1)(2)(4)(5)(6).

David H. deVilliers, Jr. 2014 100% Achievement of Developed
Properties Rentals segment
objectives, including targeted
level of adjusted after-tax
ROCE(4)(5)
2013 100% Achievement of Developed
Properties Rentals segment
objectives, including targeted
level of adjusted after-tax
ROCE.(4)(5)

Robert E. Sandlin 2014 110% Achievement by the
Transportation Group of a
targeted level of ROCE.
(3)(5)(6)
2013 110% Achievement by the
Transportation Group of a
targeted level of ROCE.
(3)(5)(6)

John D. Klopfenstein 2014 50% Achievement of a targeted
level of net income for the
Company.(1)(4)(5)(6)
2013 50% Achievement of a targeted
level of net income for the
Company. (1)(4)(5)(6)

(1) For purposes of bonus calculations only, the specified level of
net income for the Company for fiscal 2014 is $12,285,000. If actual
net income is less than $12,285,000 but is equal to or greater than
$10,820,000, the bonus will be prorated between 20% and 100%.

(2) Mr. Milton may qualify for an additional bonus of up to 40% of his
base salary if the Compensation Committee determines that he is
instrumental in the achievement of one or more significant capital
transactions outside the ordinary scope of the Company's business
activities.

(3) With respect to the Transportation Group, the specified officers
are or were eligible to receive a bonus up to the specified percentage
of his base salary if the named business unit achieved a specified
level of after-tax ROCE. If after-tax ROCE exceeded a threshold level
but was less than the target level, the bonus would be prorated.
The threshold and target after-tax ROCE levels for the Transportation
Group was 13.0% and 14.83% for 2013. For 2014, the threshold and
target after-tax ROCE levels for the transportation group are 12.0%
and 13.83%. Capital employed for 2013 excluded the effect of prepaid
insurance premiums to a captive insurer and the potential replacement
purchase of the Knoxville terminal. For 2013, a portion of the earned
bonus was contingent on the achievement of certain objectives
established under the Company's Achieve Continuous Improvement program
related to volume increases, entry into new markets, safety
performance, customer service, fuel efficiency, productivity, training,
personnel development and evaluation and recruiting.

(4) For fiscal 2013, bonuses for the Developed Properties Rentals
segment were contingent on the achievement of adjusted after-tax
return on capital employed (as described below) between a minimum of
4.42% (at which the available bonus pool was 20%) and a maximum of
6.05% (at which the available bonus pool was 100%). If the adjusted
after-tax return on capital employed was less than 6.05% but more than
4.42%, the available bonus pool was to be prorated between 20% and
100%. For fiscal 2013, adjusted after-tax return on capital

employed was calculated as: (i) the sum of (A) the Developed Properties
Rentals segment's operating profit for fiscal 2013, plus (B) the
indirect management company overhead expense and parent company
overhead expense allocated to the Developed Properties Rentals segment,
plus (C) any net loss on the Anacostia property, less (D) any net
income from the 21st Street property, plus (E) any gain on sale of the
Bird River residential property, less (F) income taxes on the resulting
total, calculated using a 40% assumed income tax rate; divided by (ii)
the total monthly average capital employed in the Developed Properties
Rentals segment (identifiable assets of the Developed Properties Rentals
segment less the Anacostia Riverfront property and less the 21st Street
property, and less liabilities (other than mortgage indebtedness and
deferred income taxes). In calculating the adjusted after-tax return on
capital employed for the Developed Properties Rentals segment for 2013
and the Company's net income for 2013 (for bonus purposes only), the
following adjustments were made: (i) for leases executed in fiscal 2013,
the amount to be included in revenues will be the greater of the lease
revenues under the lease for fiscal 2013 or fifty percent (50%) of the
lease revenues under the lease for fiscal 2014; (ii) a credit will be
given for the quantifiable benefit from any Code Section 1031 exchange;
(iii) for finished lot sales, credit will be given for revenue received
over the floor area ratio (FAR) basis; and (iv) if capital is expended
in the Developed Properties Rentals segment in excess of budgeted
capital expenditures it will be excluded from the calculation of capital
employed. For fiscal 2014, bonuses for the Developed Properties Rentals
segment are contingent on the achievement of adjusted after-tax return
on capital employed (as described below) between a minimum of 3.66% (at
which the available bonus pool is 40%) and a maximum of 4.30% (at which
capital employed is less than 4.30% but more than 3.66%, the available
bonus pool will be prorated between 40% and 100%. For fiscal 2014,
adjusted after-tax return on capital employed will be calculated as:
profit for fiscal 2014, plus (B) the indirect management company
overhead expense and parent company overhead expense allocated to the
Developed Properties Rentals segment, plus (C) any net loss on the
Anacostia property, less (D) any net income from the 21st Street
property, less (E) income taxes on the resulting total, calculated
using a 40% assumed income tax rate; divided by (ii) the total monthly
average capital employed in the Developed Properties Rentals segment
(identifiable assets of the Developed Properties Rentals segment less
the Anacostia Riverfront than mortgage indebtedness and deferred
income taxes)). In calculating the adjusted after-tax return on capital
employed for the Developed Properties Rentals segment for 2014 and the
Company's net income for 2014 (for bonus purposes only), the following
adjustments will be made: (i) for leases executed in fiscal 2014, the
amount to be included in revenues will be the greater of the lease
revenues under the lease for fiscal 2014 or fifty percent (50%) of the
lease revenues under the lease for fiscal 2015; (ii) a credit will be
given for the quantifiable benefit from any Code Section 1031 exchange;
(iii) for finished lot sales, credit will be given for revenue received
over the floor area ratio (FAR) basis; and (iv) if capital is expended
in the Developed Properties Rentals segment in excess of budgeted
expenditures it will be excluded from the calculation of capital
employed.

(5) For each year, a portion of the bonus for each officer was contingent
on a determination that the internal control over financial reporting
for the company (or their respective business unit) was effective for
the applicable year.

(6) A portion of the bonuses for Messrs. Thompson S. Baker II,
Klopfenstein, Milton and Sandlin for 2013 and 2014 was or is
contingent on the achievement of certain individual objectives
relating to strategic planning, and other individual objectives.

Analysis. Cash-based incentive compensation comprises a significant
portion of the potential total compensation of the named executive officers.
For fiscal 2013, cash-based incentive compensation comprised 37% on average,
of the total compensation of each of the named executive officers. We believe
that these incentives play a significant role in helping the Company achieve
its business objectives.

Stock Options

General. Long-term equity incentives help to motivate executives to
make decisions that focus on long-term growth and thus increase shareholder
value. The Committee believes that such grants help align our executive
officers' interests with the Company's shareholders. When our executives
deliver sustained returns to our shareholders, equity incentives permit an
increase in their own compensation.

Traditionally, the Committee has made equity compensation awards in
the form of stock options. All stock options incorporate the following
features: the term of the grant does not exceed 10 years; the grant price is
not less than the market price on the date of grant; grants do not include
"reload" provisions; re-pricing of options

is prohibited, unless approved by the shareholders; and to encourage employee
retention, most options vest over a period of years.

Fiscal 2013 and 2014 Actions.

In fiscal 2013, the Committee approved the award of options to acquire
17,840 shares to Thompson S. Baker. In fiscal 2014, the Committee approved the
award of options to acquire 10,700 shares to Mr. Baker. In making the grant,
the Compensation Committee considered the performance of Mr. Baker, his total
compensation package and his importance to the Company, and Mr. Baker's prior
stock option grants.

In fiscal 2013, the Committee approved the award of options to acquire
8,920 shares each to Messrs. deVilliers and Sandlin and 3,000 shares to Mr.
Klopfenstein. In fiscal 2014, the Committee approved the award of options to
acquire 5,350 shares each to Messrs. deVilliers and Sandlin and 2,890 shares to
Mr. Klopfenstein. In making such grants, the Compensation Committee considered
the past performance of Messrs. deVilliers, Sandlin and Klopfenstein, their
total compensation packages and the importance of Messrs. deVilliers and
Sandlin to the real estate and transportation groups.

In each of fiscal 2013 and fiscal 2014, the Committee approved the
award to Mr. Milton of options to acquire 7,500 shares. In making this grant,
the Compensation Committee considered Mr. Milton's past performance, base
salary and bonus, his qualifications and responsibilities and his ability to
impact the future performance of the Company.

All of the options described above vest 20% per year beginning the
first anniversary of the grant date, except that Mr. Milton's options vest
immediately. All options expire on the tenth anniversary of the grant date.
The per share option price for all options is the closing price of the
Company's common stock on the grant date.

Analysis. The Committee believes that equity compensation is an
important element of overall compensation. At the same time, the Committee
recognizes that equity grants impose a dilution cost to the shareholders.
The Committee made grants to the named executive officers because the
Committee believes that equity incentives should be a significant part of
their compensation package. The Committee plans to continue to evaluate the
use of equity compensation as a tool to motivate management.

Health and Welfare Benefits

In addition to participating in the same health and welfare plans,
including our 401(k) plan, as our other salaried employees, our executive
officers participate in a supplemental medical expense reimbursement plan.

Our Management Security Plan was adopted many years ago as a
retention tool to provide retirement benefits (based on annual base salaries)
to certain senior executives. The Management Security Plan provides for
annual payments to participants (or their beneficiaries) until the later of
(i) their date of death or (ii) 15 years after their retirement or death.
The annual payments are set at two times the benefit level during the first
year and at the annual benefit level in subsequent years. The benefit levels
originally increased with base salaries but the Company capped the benefit
levels at 50% of base salaries as of December 31, 2002. The plan has been
closed to newly hired executives for several years. Mr. deVilliers is the
only named executive officer who currently participates in the Management
Security Plan.

Severance and Change of Control Agreements

Until December 2007, none of our named executive officers had any
arrangements that provide for payment of severance payments or payment of any
benefits upon a change-in-control of Patriot, except for change-in-control
provisions that accelerate vesting of stock options or restricted stock under
our equity compensation plans.

On December 5, 2007, the Company entered into change-in-control
agreements with Messrs. deVilliers Sandlin and Klopfenstein. The agreements
are "double trigger" agreements that will pay benefits to the executives,
under certain circumstances, if they are terminated following a change-in-
control of the Company or a sale of their particular business unit.

Mr. deVilliers' agreement provides that if he is terminated following
a change-in-control or a sale of his business unit other than for "cause" or
if he resigns following such event for "good reason," the benefits under his
Management Security Plan shall become fully vested and the present value of
such benefits shall be paid to Mr. deVilliers. In the case of Messrs. Sandlin
and Klopfenstein, the agreements provide that each of them will be entitled to
receive an amount equal to two times his base salary plus maximum bonus if,
during the two years after a change-in-control or sale of Florida Rock & Tank
Lines, Inc. his employment is terminated other than for "cause" or he resigns
for "good reason." In addition, each of them will become fully vested in his
stock options and restricted stock.

For this purpose, cause is generally defined as (i) conviction for
commission of a felony, (ii) willful misconduct or gross negligence or
material violation of policy resulting in material harm to his employer,
(iii) repeated and continued failure by the executive to carry out, in all
material respects, the employer's reasonable and lawful directions, or (iv)
fraud, embezzlement, theft or material dishonesty. Good reason is generally
defined as (i) a material reduction in compensation or benefits, (ii) a
requirement that the executive relocate, or (iii) any material diminution in
the executive's duties, responsibilities, reporting obligations, title or
authority.

We believe these change-in-control arrangements, the value of which
are contingent on a change of control transaction, effectively create
incentives for our executive team to build shareholder value and to obtain the
highest value possible should we be acquired in the future, despite the risk
of losing employment. These change of control arrangements for our executive
officers are "double trigger," meaning that acceleration of vesting is not
awarded upon a change of control unless the executive's employment is
terminated involuntarily (other than for cause) or by the executive for good
reason within 24 months following the transaction. We believe this structure
strikes a proper balance by not providing these benefits to executives who
continue to enjoy employment with an acquiring company in the event of a
change of control transaction. We also believe this structure is more
attractive to potential acquiring companies, who may place significant value
on retaining members of our executive team and who may perceive this goal to
be undermined if executives receive significant acceleration payments in
connection with such a transaction and are no longer required to continue
employment.

Personal Benefits

Our executives receive a limited number of personal benefits certain
of which are considered taxable income to them and which are described in the
footnotes to the section of this proxy statement entitled "Summary
Compensation Table."
Compensation Policies

Internal Pay Equity

We believe that internal pay equity is an important factor to be
considered in establishing compensation for the officers. We have not
established a policy regarding the ratio of total compensation of the Chief
Executive Officer to that of the other officers, but we do review compensation
levels to ensure that appropriate equity exists.

Compensation Risk Assessment

The Committee considers the risks that may result from the Company's
compensation policies and practices. The Committee believes that our
compensation policies and practices for our executives are reasonable and
properly align their interests with those of our shareholders. The Committee
believes that there are a number of factors that cause our compensation
policies and practices to not have a material adverse effect on the Company.
The fact that our executive officers have their annual incentive compensation
tied to return on capital employed encourages actions that promote
profitability. Our equity-based incentives further align the interest of our
executives with the long term interests of our shareholders. In addition, we
believe that there are significant checks in place so that employees whose
compensation may have a shorter term focus are managed by employees and
officers whose compensation has a longer term focus.

Tax Deductibility of Compensation Should be Maximized Where Appropriate

The Company generally seeks to maximize the deductibility for tax
purposes of all elements of compensation. For example, the Company always has
issued nonqualified stock options that result in a tax

deduction to the Company upon exercise. Section 162(m) of the Internal Revenue
Code generally disallows a tax deduction to public corporations for non-
qualifying compensation in excess of $1.0 million paid to any such persons in
any fiscal year. We review compensation plans in light of applicable tax
provisions, including Section 162(m), and may revise compensation plans from
time to time to maximize deductibility. However, we may approve compensation
that does not qualify for deductibility when we deem it to be in the best
interests of the Company.

Financial Restatement

It is the Board of Directors' Policy that the Compensation Committee
will, to the extent permitted by governing law, have the sole and absolute
authority to make retroactive adjustments to any cash or equity based
incentive compensation paid to executive officers and certain other officers
where the payment was predicated upon the achievement of certain financial
results that were subsequently the subject of a restatement. Where
applicable, the Company will seek to recover any amount determined to have
been inappropriately received by the individual executive.

COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the foregoing Compensation
Discussion and Analysis with management. Based on our review and discussion
with management, we have recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in this proxy statement.

Submitted by: Robert H. Paul III
Martin E. Stein, Jr.
James H. Winston

EXECUTIVE COMPENSATION

Fiscal 2013 Summary Compensation Table

The following table sets forth information concerning the compensation
of our named executive officers for the year ended September 30, 2013:

Summary Compensation Table

Name and Year Salary Stock Option Non-Equity Change in All Other Total($)
Principal Position ($) Awards Awards Incentive Pension Value Compensation
(1) (1) Plan Com- and Nonquali- ($)(4)
pensation fied Deferred
(2) Compensation
Earnings
($)(3)

Thompson S. Baker II 2013 $395,000 --- $200,000 $395,000 --- $27,297 $1,017,297
President and CEO 2012 $395,000 --- --- $359,055 --- $26,326 $780,381
(PEO) 2011 $395,000 --- --- $197,828 --- $9,210 $601,710

John D. Milton, Jr. 2013 $165,000 --- $55,139 $95,040 --- $25,739 $340,918
Executive Vice 2012 $165,000 --- $52,650 $89,991 --- $21,154 $328,795
President and CFO 2011 $165,000 --- $60,880 $99,000 --- $21,853 $346,733
(PFO)

David H. deVilliers, 2013 $314,869 --- $100,000 $316,492 $128,079 $16,168 $875,608
Jr., Vice President 2012 $310,000 --- $100,000 $310,000 $118,206 $15,184 $853,390
and President, FRP 2011 $310,000 --- $100,000 $310,000 $109,179 $20,422 $849,601
Development Corp.

Robert E. Sandlin, 2013 $245,063 --- $100,000 $272,800 --- $17,574 $635,437
Vice President and 2012 $233,437 --- $100,000 $174,825 --- $22,878 $531,140
President, Florida 2011 $221,250 --- $100,000 $157,500 --- $18,203 $496,953
Rock

& Tank Lines,
Inc.

John D. 2013 $174,000 --- $33,618 $88,000 --- $20,944 $316,562
Klopfenstein 2012 $166,000 --- $28,314 $76,356 --- $24,394 $295,064
Controller and 2011 $157,500 --- $32,156 $85,600 --- $16,442 $291,698
Chief Accounting
Officer

(1) Amounts reflect the value of the award at grant date.
(2) This column represents amounts paid under the MIC Plan. The
performance objectives and threshold and target performance levels for
these executives are described under the "Compensation Discussions and
Analysis" section of the proxy statement.
(3) This column represents the increase in the actuarial present value of
the named executive officer's future benefits under the Management
Security Plan. For more detail, see the disclosure under the Pension
Benefits table below.
(4) The amounts shown under All Other Compensation include: the benefit to
the executive for personal use of a Company provided vehicle; the
benefit to the executive for personal use of the Company airplane;
matching contributions under our Profit Sharing and Deferred Earnings
Plan (executives participate on the same terms as other employees);
benefits paid under our Medical Reimbursement Plan, under which we
reimburse certain officers for personal medical expenses not covered
by insurance; and certain country, social and civic club membership
dues. In addition to these benefits, the named executive officers
participate in group plans, including our group health insurance and
life insurance plans, on the same terms as other employees.

Other Annual Compensation from Summary Compensation Table

The following table contains a breakdown of the compensation and
benefits for fiscal 2013 and 2012 included under All Other Compensation in
the Summary Compensation table above.

Matching Personal Use Medical Miscellaneous Use of
Contributions of Company Reimburse- (2) Company
Car ment(1) Aircraft(3)

Thompson S. Baker II
2013 $7,650 $4,938 $5,076 $684 $8,949
2012 $7,500 $7,231 $11,181 $414 --

John D. Milton, Jr.
2013 $7,500 $15,634 $1,386 $1,219 --
2012 $7,350 $10,140 $2,445 $1,219 --

John D. Klopfenstein
2013 $7,511 $11,086 $1,969 $378 --
2012 $7,530 $5,951 $10,643 $270 --

David H. deVilliers, Jr.
2013 $7,646 $2,936 $4,398 $1,188 --
2012 $7,350 $1,607 $5,039 $1,188 --

Robert E. Sandlin
2013 $7,764 $1,458 $3,937 $4,415 --
2012 $7,603 $1,593 $7,597 $6,085 --

(1) The amounts shown represent benefits paid under our Medical
Reimbursement Plan, under which we reimburse certain officers for
personal medical expenses not covered by insurance.

(2) The amounts shown under the Miscellaneous column represent payment of
country club and social club dues and purchase of tickets to sporting
events on behalf of the named executive officers and other
miscellaneous reimbursed expenses. These club memberships and tickets
generally are maintained for

business entertainment but may be used for personal use. The entire
amount has been included, although we believe that only a portion of
this cost represents a perquisite.

(3) We have operations throughout many of the Southeastern and Mid-
Atlantic States. Our senior executive officers are required to
travel extensively to these operations and to other locations as part
of their responsibilities. To facilitate this travel, we purchased a
company airplane in fiscal 2008. We encourage Edward L. Baker, John
D. Baker II, Thompson S. Baker II, and John D. Milton Jr. to use our
airplane for non-business as well as business travel for safety and
security reasons and to make the best use of their time. They
reimburse us for non-business use for fuel used, crew travel expenses,
airport fees, catering, passenger ground transportation plus an
additional charge per day of the lesser of $1,000 or the amount of
fuel used. The amount shown represents the difference between the
allocated total costs excluding depreciation of use of our airplane
for non-business use and the amount reimbursed by the Named Executive
Officer.

Fiscal 2013 and 2014 Grants of Plan-Based Awards

The following table sets forth information concerning option grants
and estimated future payouts under cash incentive plans for the named
executive officers.

Grants of Plan-Based Awards

Grant Estimated Future Payouts Under All Other Exercise or Grant
Name Date Non-Equity Incentive Plan Option Base Price Date Fair
Awards Awards: of Option Value of
------------------------------ Number of Awards Stock and
Threshold Target Maximum Securities ($/Share) Option
($)(1) ($)(2) ($)(3) Underlying Awards
Options(#) (4)

Thompson S. Baker II 12/05/13 N/A N/A $406,850 10,700 41.39 $200,000
President and CEO 12/05/12 N/A N/A $395,000 17,840 26.20 $200,000

John D. Milton, Jr. 12/05/13 N/A N/A $165,000 7,500 41.39 $91,102
Executive Vice 12/05/12 N/A N/A $165,000 7,500 26.20 $55,125
President and CFO

David H. deVilliers, 12/05/13 N/A N/A $324,404 5,350 41.39 $100,000
Jr., Vice President 12/05/12 N/A N/A $316,000 8,920 26.20 $100,000
and President FRP
Development Corp.

Robert E. Sandlin, 12/05/13 N/A N/A $260,400 5,350 41.39 $100,000
Vice President and 12/05/12 N/A N/A $252,000 8,920 26.20 $100,000
President, Florida
Rock & Tank Lines,
Inc.

John D. 12/05/13 N/A N/A $184,800 2,890 41.39 $54,000
Klopfenstein, 12/05/12 N/A N/A $94,160 3,000 26.20 33,630
Controller and
Chief Accounting
Officer

(1) Messrs. Baker, Milton, and deVilliers are eligible to earn a bonus of
up to 100% of their base salaries for fiscal 2013. Mr. Sandlin is
eligible to earn a bonus of up to 110% of his base salary for fiscal
2013. Mr. Klopfenstein is eligible to earn a bonus of up to 50% of his
base salary for fiscal 2013. The performance objectives and threshold
and target performance levels for these executives are described above
under "Compensation Discussion and Analysis."
(2) Not applicable.
(3) The maximum bonus amounts represent 110% of base salary for Mr.
Sandlin, 100% of base salary for Messrs. Baker, Milton, and
deVilliers, and 50% of base salary for Mr. Klopfenstein.
(4) The value shown for option awards reflects the FASB ASC Topic 718
(column l) expense associated with the options using the Black-Scholes
pricing model, estimating the fair value of stock options using the
following assumptions: (i) risk-free interest rates of 1.04% for the
fiscal 2013 grants to Messrs. Baker, deVilliers, Sandlin, and
Klopfenstein, and 0.34% for the grant to Mr. Milton, risk-free interest
rates of 2.13% for the fiscal 2014 grants to Messrs. Baker, deVilliers,
Sandlin and Klopfenstein and 0.58% for the grant to Mr. Milton (ii) no
dividend yield, (iii) volatility of 40.3% for the fiscal 2013 grants to
Messrs. Baker, deVilliers, Sandlin and Klopfenstein and 40.92% for the
fiscal 2013 grant to Mr. Milton, volatility of 40.43% for the fiscal
2014 grants to Messrs. Baker, deVilliers, Sandlin and Klopfenstein and
42.51% for the fiscal 2014 grant to Mr. Milton, (iv) expected life of
stock options of 7 years for the fiscal 2013 grants (3 years in the
case of the fiscal 2013 grant to Mr. Milton) and 7 years for the fiscal
2014 grants (3 years in the case of the fiscal 2013 grant to Mr.
Milton). The stock options granted to Mr. Milton in fiscal 2013 and
2014 vest immediately. The stock options granted to Messrs. Baker,
deVilliers, Sandlin, and Klopfenstein vest ratably over 5 years. All
stock options have a term of 10 years.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning stock options and
restricted stock held by the named executive officers at September 30, 2013:

Option Awards Stock Awards

Name Number Number of Option Option Number of Shares or Market Value of
of Securities Exercise Expiration Units of Stock That Shares or Units of
Securities Underlying Price Date Have Not Vested (#) Stock That Have Not
Underlying Unexercised ($) Vested ($)
Unexercised Options (#)
Options (#) Unexercisable
Exercisable

Thompson S. Baker
II 3,000 10.197 12/03/2013
3,000 10.577 02/03/2014
3,000 10.633 05/04/2014
3,000 10.917 08/03/2014
3,000 11.333 10/05/2014
3,000 14.97 11/30/2014
3,000 15.167 01/25/2015
3,000 14.833 05/03/2015
3,000 20.133 08/02/2015
-- 17,840 26.20 12/05/2022 -- --

John D. Milton, Jr. 30,000 -- 28.75 06/15/2018
Executive Vice 30,000 -- 24.45 06/16/2019
President and CFO 7,500 -- 32.16 12/02/2019
7,500 -- 25.60 12/01/2020
7,500 -- 22.25 12/06/2021
7,500 -- 26.20 12/05/2022 -- --

David H. 22,500 -- 14.50 12/28/2014
deVilliers, Jr., 9,600 2,400 25.26 08/19/2019
Vice President and 4,563 3,042 32.16 12/02/2019
President, FRP 3,732 5,598 25.60 12/01/2020
Development Corp. 2,119 8,476 22.25 12/06/2021
-- 8,920 26.20 12/05/2022 -- --

Robert E. Sandlin, 9,000 -- 14.50 12/28/2014
Vice President and 9,600 2,400 25.26 08/19/2019
President, Florida 4,563 3,042 32.16 12/02/2019
Rock & Tank Lines, 3,732 5,598 25.60 12/01/2020
Inc. 2,119 8,476 22.25 12/06/2021
-- 8,920 26.20 12/05/2022 -- --

John D. 1,500 -- 14.50 12/28/2014
Klopfenstein, 1,800 1,200 32.16 12/02/2019
Controller and 1,200 1,800 25.60 12/01/2020
Chief Accounting 600 2,400 22.25 12/06/2021
Officer -- 3,000 26.20 12/05/2022 -- --

(1) John D. Baker II received his option grants in his former capacity as
a non-employee director.

Fiscal 2013 Option Exercises

The following table provides information regarding stock option
exercises by the named executive officers and vesting of restricted stock
during fiscal 2013.

Option Exercises and Stock Vested

Option Awards Stock Awards

Name Number of Value Realized Number of Value Realized
Shares on Exercise Shares on Vesting
Acquired on ($) Acquired ($)
Exercise on Vesting
(#) (#)
(a) (b) (c) (d) (e)

Thompson S. Baker II 15,000 $299,361 -- --

John D. Milton, Jr. -- -- -- --

David H. deVilliers,
Jr., Vice President
and President, FRP
Development Corp. -- -- -- --

Robert E. Sandlin,
Vice President and
President, Florida
Rock & Tank Lines,
Inc. -- -- -- --

John D. Klopfenstein,
Controller and Chief
Accounting Officer -- -- -- --

Pension Benefits

The following table describes pension benefits to the named executive
officers as of September 30, 2013 under our Management Security Plan ("MSP
Plan"). Mr. deVilliers is the only named executive officer who participates
in the MSP Plan.

Present
Value of
Number of Years Accumulated
Credited Service Benefit
Name Plan Name (#) ($)(2)

David H. deVilliers, Jr. MSP Plan (1) $1,107,473

(1) Mr. deVilliers has met the requisite years of service requirement
under the MSP Plan.
(2) The present value has been calculated based on a life expectancy of
82 years and using a discount rate of six percent (6%).

Our Management Security Plan (the "MSP Plan") provides the following
benefits to Mr. deVilliers upon his retirement or death:

Triggering Event Annual Benefit
---------------- --------------

Normal Retirement at age 65 or older $247,200 during year 1 and
$123,600 in subsequent years
until his death.

Death of Participant after his Retirement Continuation of annual benefit
until the 15th anniversary of
his retirement (or the earlier
death of his designated
beneficiary).

Death of Participant prior to his Retirement $247,200 during year 1 and
$123,600 in subsequent years
until the later of (i) the 15th
anniversary of his death or
(ii) the date that he would
have turned 65 (or in either
case, the earlier death of his
designated beneficiary).

Nonqualified Deferred Compensation

None of the named executive officers receives any nonqualified
deferred compensation.

NON-EMPLOYEE DIRECTOR COMPENSATION

Compensation Arrangements for Fiscal 2013 and 2014

The following table describes the compensation arrangements with our
non-employee directors for the 2013 and 2014 fiscal years.

All Non-Employee Directors:
Annual Retainer $15,500
Fee Per Meeting Attended $ 1,500
Shares to be Granted in Fiscal 2013 2,500
Shares Granted in Fiscal 2012 2,000

Audit Committee:
Annual Fee Chairman $10,000
Member $ 5,000
Meeting Fees Chairman(1) $ 1,500
Member(1) $ 1,000

Compensation Committee:
Annual Fee Chairman $ 5,000
Member $ 1,000

Meeting Fees Chairman $ 1,500
Member $ 1,000

Other Committees:
Annual Fee Chairman $ 2,000
Member $ 1,000
Meeting Fees Chairman $ 1,500
Member $ 1,000

(1) The Audit Committee members receive no meeting fees for the four
regularly scheduled quarterly meetings; the meeting fees shown apply
only to the extent there are Audit Committee meetings other than and
in addition to the four regularly scheduled quarterly meetings.

Actual Fiscal 2013 Director Compensation

The following table shows the compensation paid to each of our
non-employee directors during the 2013 fiscal year.

Director Compensation for Fiscal 2013

All Other
Fees Earned or Stock Awards Option Compensation
Name Paid in Cash ($) ($)(1)(2) Awards ($)(3) ($) Total ($)

John E. Anderson $24,000 $65,000 -0- -0- $89,000
Charles E. Commander III $30,000 $65,000 -0- -0- $95,000
Luke E. Fichthorn III $24,000 $65,000 -0- -0- $89,000(4)
Robert H. Paul III $36,500 $65,000 -0- -0- $101,500
H. W. Shad III $32,500 $65,000 -0- -0- $97,500
Martin E. Stein, Jr. $25,000 $65,000 -0- -0- $90,000
James H. Winston $24,500 $65,000 -0- -0- $89,500

(1) Each non-employee director was awarded 2,500 shares of the Company's
common stock on February 6, 2013. The value was determined using the
closing price of the Company's common stock on the Nasdaq Stock Market
on February 6, 2013 which was $26.00.
(2) For stock awards, the aggregate grant date fair value was computed in
accordance with FASB Topic 718(Column (c)).
(3) For awards of options, with or without tandem SAR's (including awards
that have subsequently been transferred), the aggregate grant date fair
value was computed in accordance with FASB ASC Topic 718 (Column (d)).
(4) Mr. Fichthorn also receives consulting fees of $30,000 per year for
financial consulting services provided to the Company.

The following table sets forth information regarding stock options held by
our non-employee directors as of September 30, 2013:

Number of
Securities
Underlying
Unexercised Option Exercise Price Option Expiration
Director Options ($) Date
-------- ----------- --------------------- -----------------

Charles E. Commander 3,000 10.577 02/03/2014
III 3,000 10.633 05/04/2014
3,000 10.917 08/03/2014
3,000 11.333 10/05/2014
3,000 14.970 11/30/2014
3,000 14.833 05/03/2015
3,000 20.133 08/02/2015

Luke E. Fichthorn 3,000 10.577 02/03/2014
III 3,000 10.633 05/04/2014
3,000 10.917 08/03/2014
3,000 11.333 10/05/2014
3,000 14.970 11/30/2014
3,000 15.167 01/25/2015
3,000 14.833 05/03/2015
3,000 20.133 08/02/2015

Robert H. Paul III 3,000 10.197 12/02/2013
3,000 10.577 02/03/2014
3,000 10.633 05/04/2014
3,000 10.917 08/03/2014
3,000 11.333 10/05/2014
3,000 14.970 11/30/2014
3,000 15.167 01/25/2015
3,000 20.133 08/02/2015

H. W. Shad III -- -- --

Martin E. Stein, Jr. 3,000 14.970 11/30/2014
3,000 15.167 01/25/2015
3,000 14.833 05/03/2015
3,000 20.133 08/02/2015

James H. Winston -- -- --

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee (i) was an officer
or employee of the Company or any of its subsidiaries during the 2013 fiscal
year, or (ii) had any relationship requiring disclosure by the Company under
the rules of the Securities and Exchange Commission requiring disclosure of
certain relationships and related party transactions. None of our executive
officers serves as a member of the board of directors or compensation
committee of any entity that has one or more executive officers serving on
our Board of Directors or Compensation Committee.

RELATED PARTY TRANSACTIONS

Consulting Arrangement

Mr. Fichthorn provided the Company with financial consulting and other
services during the 2013 fiscal year for which he received $30,000.

In the opinion of the Company, the terms, conditions, transactions and
payments under the agreements with the persons described above were not less
favorable to the Company than those which would have been available from
unaffiliated persons.

Policies and Procedures

The Audit Committee of the Board of Directors is responsible for
reviewing and approving all material transactions with any related party not
previously approved by the Company's Independent Directors. This
responsibility is set forth in writing in our Audit Committee Charter, a copy
of which charter is available at www.patriottrans.com under Corporate
Governance. In certain cases, transactions have been approved by a committee
consisting of all independent directors. Related parties include any of our
directors or executive officers, and certain of our shareholders and their
immediate family members.

To identify related party transactions, each year, we submit and
require our directors and officers to complete Director and Officer
Questionnaires identifying any transactions with us in which the officer or
director or their family members have an interest. We review related party
transactions due to the potential for a conflict of interest. A conflict of
interest occurs when an individual's private interest interferes, or appears
to interfere, in any way with our interests. Our Code of Business Conduct
and Ethics requires all directors, officers and employees who may have a
potential or apparent conflict of interest to immediately notify our Chief
Financial Officer.

We expect our directors, officers and employees to act and make
decisions that are in our best interests and encourage them to avoid
situations which present a conflict between our interests and their own
personal interests. Our directors, officers and employees are prohibited
from taking any action that may make it difficult for them to perform their
duties, responsibilities and services to Patriot in an objective and
effective manner. In addition, we are strictly prohibited from extending
personal loans to, or guaranteeing personal obligations of, any director or
officer. Exceptions are only permitted in the reasonable discretion of the
Board of Directors.

A copy of our Code of Business Conduct and Ethics (as revised on
December 4, 2013) is available at www.patriottrans.com under Corporate
Governance.

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table and notes set forth the beneficial ownership of
common stock of the Company by each person known by the Company to own
beneficially more than 5% of the common stock of the Company. Percentage
calculations are based on the outstanding shares of the Company's common
stock on November 10, 2013.

Title Name and Address Amount and Nature of
of Class of Beneficial Owner Beneficial Ownership Percentage of Class
Owner
-------- ------------------- --------------------- -------------------

Common Edward L. Baker 735,070(1) 7.4%
John D. Baker II 1,384,139(1) 13.9%
200 W. Forsyth Street,
7th Floor
Jacksonville, FL 32202

Common Sarah B. Porter and 913,911 9.6%
Cynthia P. Ogden, as
trustees for the separate
trust for Sarah B. Porter
created under the Cynthia
L'Engle Baker Trust u/a/d
April 30, 1965
1165 5th Avenue #10-D
New York, NY 10029

Common Royce & Associates, LLC 1,361,460(2) 14.2%
1414 Avenue of the Americas
New York, NY 10019

Common T. Rowe Price Associates, Inc. 871,178(3) 9.1%
100 E. Pratt Street
Baltimore, MD 21202

(1) See Common Stock Ownership by Directors and Executive Officers and the
accompanying notes for further details on shares beneficially owned by
Edward L. Baker and John D. Baker II.

(2) In a Schedule 13G filed with the Securities and Exchange Commission on
January 17, 2013, Royce & Associates, LLC reported that, as of December
31, 2012, it had sole voting and dispositive power with respect to
1,361,460 shares.

(3) In a Schedule 13G filed with the Securities and Exchange Commission on
February 8, 2013, T. Rowe Price Associates, Inc. reported that, as of
December 31, 2012, it has sole voting power with respect to 11,070
shares and sole dispositive power with respect to 871,178 shares, which
number includes 858,008 shares to which T. Rowe Price Small Cap Value
Fund, Inc. has sole voting power.

COMMON STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

The following table and notes set forth the beneficial ownership of
common stock of the Company by each director and each non-director named in
the Summary Compensation Table and by all officers and directors of the
Company as a group as of November 10, 2013.

Title Name of Amount and Nature of
of Class Beneficial Owner Beneficial Ownership(1) Percentage of Class
-------- ---------------- ----------------------- -------------------

Common John E. Anderson 66,000 *
Common Edward L. Baker 735,070(2) 7.4%
Common John D. Baker II 1,381,139(3)(6) 13.9%
Common Thompson S. Baker II 123,913(4) 1.2%
Common Charles E. Commander III 40,500 *
Common David H. deVilliers Jr. 71,729 *
Common Luke E. Fichthorn III 95,781(5) 1.0%
Common John D. Klopfenstein 16,095 *
Common John D. Milton, Jr. 116,000 1.0%
Common Robert H. Paul III 58,800 *
Common Robert E. Sandlin 48,985.5 *
Common H. W. Shad III 13,000 *
Common Martin E. Stein, Jr. 179,000(6) 1.8%
Common James H. Winston 25,000 *
Common All Directors and Officers
As a group (14 people) 2,955,412.5 29.8%

* Less than 1%

(1) The preceding table includes the following shares held under the
Company's Profit Sharing and Deferred Earnings Plan and shares
underlying options that are exercisable within 60 days of
November 10, 2013.

Shares Under
Profit Sharing Plan Shares Under Option
------------------- -------------------
John E. Anderson -0- -0-
Edward L. Baker -0- 21,000
John D. Baker II -0- 24,000
Thompson S. Baker II -0- 30,568
Charles E. Commander III -0- 21,000
David H. deVilliers Jr. -0- 49,803
Luke E. Fichthorn III -0- 24,000
John D. Klopfenstein 8,985 7,500
John D. Milton, Jr. -0- 97,500
Robert H. Paul III -0- 24,000
Robert E. Sandlin 12,231.5 36,304
H.W. Shad III -0- -0-
Martin E. Stein, Jr. -0- 12,000
James H. Winston -0- -0-

(2) Includes 174,597 shares held in trust for the benefit of children of
John D. Baker II as to which Edward L. Baker has sole voting power
and sole investment power but as to which he disclaims beneficial
ownership.

(3) Includes 5,889 shares directly owned by the living trust of Mr.
Baker's wife and 20,001 shares held in a trust administered by an
independent trustee for the benefit of Mr. Baker's spouse and
children, as to which he disclaims beneficial ownership. The amount
shown for Mr. Baker does not include an aggregate of 174,597 shares
held by certain trusts that are administered by Edward L. Baker, as
trustee, for the benefit of Mr. Baker's children and in which neither
John D. Baker II nor Edward L. Baker has a pecuniary interest. The
amount shown for Mr. Baker also does not include shares owned by his
adult son, Edward L. Baker II, that were previously held in trust and
previously included in Mr. Baker's reported ownership.

(4) Includes 2,199 shares directly owned by Mr. Baker's spouse, 6,597
shares held for the benefit of Mr. Baker's minor children, and 39
shares held in his Company's 401(k) profit sharing plan and his
employee stock purchase plan.

(5) Includes 300 shares owned by the spouse of Mr. Fichthorn as to which
he disclaims any beneficial interest and 9,000 shares owned by the M/B
Disbro Trust, of which Mr. Fichthorn is a co-trustee and beneficiary.

(6) Includes 120,900 shares owned by Regency Square II, a Florida general
partnership. Mr. Stein owns a 2.5248% partnership interest and is a
co-trustee and a beneficiary of a testamentary trust that holds a
46.21% interest in the partnership. John D. Baker II also is a
shared voting and dispositive power as to the shares owned by the
partnership. John D. Baker II disclaims any beneficial interest in
such shares.

AUDIT COMMITTEE REPORT

The Audit Committee reviews the Company's financial reporting process
on behalf of the Board of Directors. Management has the primary responsibility
for the financial statements and the reporting process, including the system of
internal controls. The Audit Committee also selects the Company's independent
registered public accounting firm. During fiscal 2013, the Audit Committee
held four formal meetings.

In this context, the Audit Committee has met and held discussions with
management and the independent registered public accounting firm regarding the
fair and complete presentation of the Company's results and the assessment of
the Company's internal control over financial reporting. The Committee has
discussed significant accounting policies applied by the Company in its
financial statements, as well as alternative treatments. Management
represented to the Committee that the Company's consolidated financial
statements were prepared in accordance with accounting principles generally
accepted in the United States of America, and the Committee has reviewed and
discussed the consolidated financial statements with management and the
independent registered public accounting firm. The Committee discussed with
the independent registered public accounting firm matters required to be
discussed by PCAOB Auditing Standard No. 16 (Communications with Audit
Committees).

In addition, the Audit Committee has received the written disclosures
and the letter from the independent auditor required by the applicable
requirements of PCAOB regarding the independent auditor's communications with
us concerning independence and has discussed with the independent auditor the
auditor's independence from the Company and its management. The Committee also
has considered whether the independent auditor's provision of non-audit
services to the Company is compatible with the auditor's independence. The
Committee has concluded that the independent auditor is independent from the
Company and its management.

The Audit Committee reviewed and discussed Company policies with
respect to risk assessment and risk management.

The Audit Committee discussed with the Company's independent auditor
the overall scope and plans for the audit. The Audit Committee meets with the
independent auditors, with and without management present, to discuss the
results of their examinations, the evaluations of the Company's internal
controls, and the overall quality of the Company's financial reporting.

In reliance on the reviews and discussions referred to above, the
Audit Committee recommended to the Board of Directors, and the Board has
approved, that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the year ended September 30, 2013, for filing
with the Securities and Exchange

Commission.

Submitted by: H.W. Shad III, Chairman
Charles E. Commander III
Robert H. Paul III
Members of the Audit Committee

The Audit Committee Report does not constitute soliciting material,
and shall not be deemed to be filed or incorporated by reference into any
other Company filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates the Audit Committee Report by reference
therein.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Hancock Askew & Co., LLP ("HA") to
serve as the Company's independent registered public accounting firm, subject
to satisfactory negotiation of an annual fee agreement. Representatives of HA
are expected to be present at the shareholders' meeting with the opportunity
to make a statement if they so desire and will be available to respond to
appropriate questions.

Audit and Non-Audit Fees

The following table presents fees billed or to be billed by the
Company's independent registered public accounting firm for the audit of the
Company's financial statements for fiscal years 2012 and 2013 and for other
services performed during such periods.

2012 2013
---- ----

Audit Fees (1) $217,643 $224,161
Audit Related Fees (2) 21,133 22,775
Tax Fees -0- -0-
All Other Fees -0- -0-
-------- --------
Total $238,776 $246,936

(1) Audit services include work performed in connection with the review
of the Company's quarterly financial statements, the audit of the
Company's annual financial statements and the audit of internal
control over financial reporting.
(2) Audit related fees consisted principally of audits of employee benefit
plans and services pertaining to technical accounting consultations.

Pre-Approval of Audit and Non-Audit Services

Under the Company's amended Audit Committee Charter, the Audit
Committee is required to pre-approve all auditing services and permissible
non-audit services, including related fees and terms, to be performed for the
Company by its independent auditor, subject to the de minimus exceptions for
non-audit services described under the Exchange Act which are approved by the
Audit Committee prior to the completion of the audit. The Audit Committee
pre-approved all audit services, audit-related services and tax review,
compliance and planning services performed for the Company by Hancock Askew &
Co., LLP during fiscal 2013.

ADDITIONAL INFORMATION

Shareholder Proposals

Proposals of shareholders intended to be included in the Company's
proxy statement and form of proxy relating to the annual meeting of
shareholders to be held in early 2015 must be delivered in writing to the
principal executive offices of the Company no later than August 25, 2014.
The inclusion of any proposal will be subject to the applicable rules of the
Securities and Exchange Commission.

Except for shareholder proposals to be included in the Company's proxy
materials, the deadline for nominations for directors submitted by a
shareholder is forty days before the next annual meeting, and for other
shareholder proposals is November 10, 2014. Proposals must be sent to the
Secretary of the Company at our

principal executive offices. Any notice from a shareholder nominating a person
as director must include certain additional information as specified in our
Articles of Incorporation.

The Company may solicit proxies in connection with next year's annual
meeting which confer discretionary authority to vote on any shareholder
proposals of which the Company does not receive notice by November 10, 2014.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and beneficial owners of 10% or more
of the Company's outstanding common stock to file initial reports of
ownership and reports of changes in ownership with the Securities and
Exchange Commission, NASDAQ and the Company. Based solely on a review of the
copies of such forms furnished to the Company and written representations
from the Company's executive officers and directors, the Company believes all
persons subject to these reporting requirements filed the required reports on
a timely basis, other than:

Annual Report on Form 10-K

Shareholders may receive without charge a copy of Patriot
Transportation Holding, Inc.'s annual report to the Securities and Exchange
Commission on Form 10-K including the financial statements and the financial
statement schedules by writing to the Secretary of the Company at 200 W.
Forsyth Street, 7th Floor, Jacksonville, Florida 32202. This report also is
available through our website, www.patriottrans.com.

BY ORDER OF THE BOARD OF DIRECTORS

December 12, 2013 John D. Milton, Jr.
Secretary

PLEASE RETURN THE ENCLOSED FORM OF PROXY, DATED AND SIGNED, IN THE
ENCLOSED ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE.

ANNEX A

Amended and Restated November 26, 2013

PATRIOT TRANSPORTATION HOLDING, INC.
AUDIT COMMITTEE CHARTER

Purpose
-------

The Audit Committee, a committee of the Board of Directors (the "Board")
of Patriot Transportation Holding, Inc. (the "Company"), is appointed by the
Board to oversee the accounting and financial reporting processes of the
Company and the audits of the Company's financial statements. To fulfill their
obligations, the Committee relies on: (i) management for the preparation and
accuracy of the Company's financial statements; (ii) both management and the
Company's internal auditor for establishing effective internal controls and
procedures to ensure the Company's compliance with accounting standards,
financial reporting procedures and applicable laws and regulations; and (iii)
the Company's independent auditors for an unbiased, diligent audit or review,
as applicable, of the Company's financial statements and the effectiveness of
the Company's internal controls. The members of the Audit Committee are not
employees of the Company and are not responsible for planning or conducting
audits or determining that the Company's financial statements and disclosures
are complete and accurate and are in accordance with generally accepted
accounting principles and applicable rules and regulations. These are the
responsibilities of management and the independent auditor.

Committee Membership
--------------------

The Audit Committee shall consist of no fewer than three members. Each
member of the Audit Committee shall meet the independence and experience
requirements of The NASDAQ Stock Market, Inc. Marketplace Rules and the
Securities Exchange Act of 1934 (the "Exchange Act"). No member of the Audit
Committee shall have participated in the preparation of the financial
statements of the Company in the past three years.

All members of the Audit Committee shall be able to read and understand
fundamental financial statements, including the Company's balance sheet,
income statement and cash flow statement. At least one member of the Audit
Committee must have past employment experience in finance or accounting,
requisite professional certification in accounting or other comparable
experience or background that leads to financial sophistication. At least one
member of the Audit Committee shall be an "audit committee financial expert"
as defined by the rules of the Securities and Exchange Commission (the
"Commission"). A person who satisfies the definition of audit committee
financial expert will also be presumed to have financial sophistication.

Notwithstanding the foregoing, one director who does not meet the
NASDAQ definition of independence, but who meets the criteria set forth in
Section 10A(m)(3) under the Exchange Act and the rules thereunder, and who
is not a current officer or employee or a family member of such person, may
serve for no more than two years on the Audit Committee if the Board, under
exceptional and limited circumstances, determines that such individual's
membership is required by the best interests of the Company and its
shareholders. Such person must satisfy the independence requirements set
forth in Section 10A(m)(3) of the Exchange Act, and may not chair the Audit
Committee. The use of this "exceptional and limited circumstances" exception,
as well as the nature of the individual's relationship to the Company and the
basis for the board's determination, shall be disclosed in the Company's
annual proxy statement.

In addition, if an Audit Committee member ceases to be independent for
reasons outside the member's reasonable control, his or her membership on the
Audit Committee may continue until the earlier of the Company's next annual
meeting of shareholders or one year from the occurrence of the event that
caused the failure to qualify as independent. If the Company is not already
relying on this provision, and falls out of compliance with the requirements
regarding Audit Committee composition due to a single vacancy on the Audit
Committee, then the Company will have until the earlier of the next annual
meeting of shareholders or one year from the occurrence of the event that
caused the failure to comply with this requirement. The Company shall provide
notice to NASDAQ immediately upon learning of the event or circumstance that
caused the non-compliance, if it expects to rely on either of these provisions
for a cure period.

The members of the Audit Committee shall be appointed by the Board on
the recommendation of the Nominating and Corporate Governance Committee of the
Board in existence from time to time. The members of the Audit Committee shall
be appointed for one year and shall serve until the appointment of their
successors. Audit Committee members may be replaced by the Board at any time.

Meetings
--------

The Audit Committee shall meet at least quarterly.

The Audit Committee shall meet periodically in separate executive
sessions with management, any internal auditors, and the independent auditor,
and have such other direct and independent interaction with such persons from
time to time as the members of the Audit Committee deem appropriate. The Audit
Committee may request any officer or employee of the Company or the Company's
outside counsel or independent auditor to attend a meeting of the Committee or
to meet with any members of the Committee or its advisors.

The Audit Committee will meet at the call of its Chairman or the
Chairman of the Board of Directors.

A majority of the Audit Committee members will be a quorum for the
transaction of business.

The action of a majority of those present at a meeting at which a
quorum is present will be the act of the Audit Committee.

Any action required to be taken at a meeting of the Audit Committee
will be deemed the action of the Audit Committee without a meeting if all of
the Audit Committee members executed, either before or after the action is
taken, a written consent and the consent is filed with the Corporate
Secretary.

Minutes shall be taken at each meeting of the Audit Committee and
included in the Company's corporate records.

Committee Authority and Responsibilities
----------------------------------------

The Audit Committee shall have the sole authority to (i) select and
retain the independent registered public accounting firm to act as the
Company's independent auditors for the purpose of auditing the Company's
financial statements and internal control over financial reporting, (ii) set
the compensation of the Company's independent auditors, (iii) oversee the work
done by the Company's independent auditors, and (iv) terminate the Company's
independent auditors, if necessary. The Audit Committee also shall have sole
authority to select, retain, compensate, oversee and terminate, if necessary,
any other registered public accounting firm engaged for the purpose of
preparing or issuing an audit report or performing other audit, review or
attest services for the Company.

The Audit Committee shall pre-approve all auditing services, internal
control-related services and permitted non-audit services (including the fees
and terms thereof) to be performed for the Company by its independent auditor,
subject to the de minimis exception for non-audit services that are approved
by the Audit Committee prior to the completion of the audit. The Audit
Committee may form and delegate authority to subcommittees consisting of one
or more members when appropriate, including the authority to grant pre-
approvals of audit and permitted non-audit services, provided that decisions
of such subcommittee to grant pre-approvals shall be presented to the full
Audit Committee at its next scheduled meeting. The Audit Committee also may
establish policies and procedures for the Committee's pre-approval or
permitted services by the Company's independent auditors or other registered
public accounting firms on an ongoing basis.

The Audit Committee shall have the authority, to the extent it deems
necessary or appropriate, to engage and determine funding for independent
legal, accounting or other advisors. The Company shall provide for
appropriate funding, as determined by the Audit Committee, for payment of
compensation to the independent auditor for the purpose of rendering or
issuing an audit report or performing other audit, review or attest services
for the Company and to any advisors employed by the Audit Committee, as well
as funding for the payment of ordinary administrative expenses of the Audit
Committee that are necessary or appropriate in carrying out its duties.

The Audit Committee shall conduct an annual self-evaluation to assess
the effectiveness of the Audit Committee and its compliance with the
requirements of this Charter and applicable listing standards and legal
requirements. The Audit Committee shall report its conclusions to the Board.

The Audit Committee shall make regular reports to the Board. The Audit
Committee shall review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval.

The Audit Committee, to the extent it deems necessary or appropriate,
shall:

Financial Statement and Disclosure Matters
------------------------------------------

1. Review and discuss with management and the independent auditor the
annual audited financial statements, including disclosures made in management's
discussion and analysis, and recommend to the Board whether the audited
financial statements should be included in the Company's Form 10-K.

2. Review and discuss with management and the independent auditor the
Company's quarterly financial statements prior to the filing of its Form 10-Q,
including the results of the independent auditor's review of the quarterly
financial statements.

3. Discuss with management and the independent auditor significant
financial reporting issues and judgments made in connection with the
preparation of the Company's financial statements, including any significant
changes in the Company's selection or application of accounting principles,
any major issues as to the adequacy of the Company's internal controls and
any special steps adopted in light of material control deficiencies.

4. Review and discuss with management and the independent auditor any
major issues as to the adequacy of the Company's internal controls, any
special steps adopted in light of material control deficiencies and the
adequacy of disclosures about changes in internal control over financial
reporting.

5. Review and discuss with management (including the senior internal
audit executive) and the independent auditor the Company's internal controls
report and the independent auditor's attestation of the report prior to the
filing of the Company's Form 10-K.

6. Review and discuss reports from the independent auditors on:

a. all critical accounting policies and practices to be used;

b. all alternative treatments of financial information within
generally accepted accounting principles that have been
discussed with management, ramifications of the use of such
alternative disclosures and treatments, and the treatment
preferred by the independent auditor;

c. other material written communications between the independent
auditor and management, such as any management letter or
schedule of unadjusted differences; and

d. for any other matters required to be discussed by PCAOB
Auditing Standard No. 16, with Audit Committees.

7. Discuss with management and approve the Company's earnings press
releases, including the use of "pro forma" or "adjusted" non-GAAP information,
as well as any financial information and earnings guidance provided to analysts
and rating agencies. Such discussion may be done generally (consisting of
discussing the types of information to be disclosed and the types of
presentations to be made).

8. Discuss with management and the independent auditor the effect of
regulatory and accounting initiatives as well as off-balance sheet structures
on the Company's financial statements.

9. Discuss with management the Company's major financial risk exposures
and the steps management has taken to monitor and control such exposures,
including the Company's risk assessment and risk management policies.

10. Discuss with the independent auditor and management (i) any audit
problems or difficulties, including any difficulties encountered in the course
of the audit work (such as restrictions on the scope of activities or access
to information, (ii) any significant disagreements with management, and (iii)
management's response to these problems, difficulties or disagreements.

11. Resolve any disagreements between the independent auditor and
management.

12. Review disclosures made to the Audit Committee by the Company's CEO,
CFO and CAO during their certification process for the Form 10-K and Form
10-Q about any significant deficiencies in the design or operation of internal
controls or material weaknesses therein and any fraud involving management or
other employees who have a significant role in the Company's internal controls.

13. Prepare the report required by the rules of the Commission (the
"Commission") to be included in the Company's annual proxy statement.

14. Ensure that a public announcement of the Company's receipt of an audit
opinion that contains a going concern qualification is made promptly.

Oversight of the Company's Relationship with the Independent Auditor
--------------------------------------------------------------------

15. Review and evaluate the lead partner of the independent auditor team.

16. Obtain and review a report from the independent auditor at least
annually regarding (a) the independent auditor's internal quality-control
procedures, (b) any material issues raised by the most recent internal
quality-control review, or peer review or Public Company Accounting Oversight
Board review, of the firm, or by any inquiry or investigation by governmental
or professional authorities within the preceding five years respecting one or
more independent audits carried out by the firm and (c) any steps taken to
deal with any such issues. Evaluate the qualifications, performance and
independence of the independent auditor, including considering whether the
auditor's quality controls are adequate and the provision of permitted
non-audit services is compatible with maintaining the auditor's independence,
and taking into account the opinions of management and internal auditors. The
Audit Committee shall present its conclusions with respect to the independent
auditor to the Board.

17. Obtain from the independent auditor a formal written statement
delineating all relationships between the independent auditor and the Company.
It is the responsibility of the Audit Committee to actively engage in a
dialogue with the independent auditor with respect to any disclosed
relationships or services that may impact the objectivity and independence of
the auditor.

18. Ensure the rotation of the lead (or coordinating) audit partner having
primary responsibility for the audit and the audit partner responsible for
reviewing the audit as required by law. Consider whether, in order to assure
continuing auditor independence, it is appropriate to adopt a policy of
rotating the independent auditing firm on a regular basis.

19. Approve or establish policies for the Company's hiring of employees or
former employees of the independent auditor.

20. Discuss with the independent auditor material issues on which the
national office of the independent auditor was consulted by the Company's
audit team.

21. Meet with the independent auditor prior to the audit to discuss the
planning and staffing of the audit.

Oversight of the Company's Internal Audit Function
--------------------------------------------------

22. Approve the hiring or dismissal of any senior internal auditing staff.

23. Review the significant reports to management prepared by any internal
audit staff and management's responses.

24. Discuss with the independent auditor and management the internal audit
department responsibilities, budget and staffing and any recommended changes
in the planned scope of the internal audit.

Compliance Oversight Responsibilities
-------------------------------------

25. Obtain from the independent auditor assurance that Section 10A(b) of
the Exchange Act has not been implicated.

26. Obtain reports from management, the senior member of any internal
audit staff and the independent auditor that the Company and its subsidiaries
are in conformity with applicable legal requirements and the Company's Code of
Business Conduct and Ethics. Advise the Board with respect to the Company's
policies and procedures regarding compliance with applicable laws and
regulations and with the Company's Code of Business Conduct and Ethics.

27. Approve all related party transactions that are required to be
disclosed under Item 404 of Regulation S-K and that have not previously been
approved by the Company's independent directors.

28. Establish procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting
controls or auditing matters, and the confidential, anonymous submission by
employees of concerns regarding questionable accounting or auditing matters.

29. Discuss with management and the independent auditor any correspondence
with regulators or governmental agencies and any published reports which raise
material issues regarding the Company's financial statements or accounting
policies.

30. Discuss with counsel to the Company any legal matters that may have a
material impact on the financial statements or the Company's compliance
policies.