EXHIBIT 10.17

                             SECOND AMENDMENT TO THE
               ST. JOE COMPANY DEFERRED CAPITAL ACCUMULATION PLAN
               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2002)

Pursuant to Section 9.1 of The St. Joe Company Deferred Capital Accumulation
Plan (As Amended and Restated Effective January 1, 2002) (hereinafter the
"Plan"), said Plan is hereby amended effective as of September 8, 2005, as
follows:

1.    Article VI of the Plan is amended by the addition of Section 6.4 to read
      as follows:

      "6.4  DISTRIBUTION TO ADVANTIS PARTICIPANTS

            Notwithstanding any other provision of the Plan to the contrary, the
            sale of Advantis Real Estate Services Company ("Advantis")
            constitutes a Change of Control as defined in Internal Revenue
            Service Notice 2005-1 and a separation from service with respect to
            Participants who are employed by Advantis on September 8, 2005, and
            the value of each such Participant's vested Account shall be
            distributed to each such Participant in accordance with such
            Participant's last distribution election in effect under the Plan
            prior to September 8, 2005 or, in the absence of such election, as a
            single lump sum amount."

IN WITNESS WHEREOF, The St. Joe Company has caused this Amendment to be
executed, effective as of the date first set forth above, by its duly authorized
officer.

                                        THE ST. JOE COMPANY


Dated:     November 2, 2005             By:       /s/ Rachelle Gottlieb
       ---------------------------           ----------------------------------
                                                 Rachelle Gottlieb
                                                 Vice President, Human Resources