Second Amendment to The St. Joe Company Supplemental Executive Retirement Plan (SERP)

Summary

This amendment, effective September 8, 2005, modifies The St. Joe Company Supplemental Executive Retirement Plan. It cancels the participation of employees of Advantis Real Estate Services Company in the plan as of that date. The vested account balances of these Advantis participants will be paid out in a single lump sum by December 31, 2005. The amendment is executed by The St. Joe Company and signed by its Vice President of Human Resources.

EX-10.21 8 b58286sjexv10w21.txt EX-10.21 SECOND AMENDMENT TO SERP, DATED 11/02/05 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