Exhibit 10.21

                             SECOND AMENDMENT TO THE
             ST. JOE COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2002)

Pursuant to Section 9.1 of The St. Joe Company Supplemental Executive Retirement
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 6.5 to read
      as follows:

      "6.5  CANCELLATION OF PARTICIPATION OF ADVANTIS PARTICIPANTS

            Notwithstanding any other provision of the Plan to the contrary, the
            participation in the Plan by Participants who are employed by
            Advantis Real Estate Services Company ("Advantis") as of September
            8, 2005 shall be cancelled pursuant to Q&A-20 of Internal Revenue
            Service Notice 2005-1 as of such date, and the value of each such
            Participant's vested Account shall be distributed to each such
            Participant in a single lump sum amount as soon as administratively
            practicable after such date, but in any event on or before December
            31, 2005."



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