EXHIBIT 10.14

                               THE ST. JOE COMPANY
                       EXECUTIVE STOCK INVESTMENT PROGRAM

                            ARTICLE I. - INTRODUCTION

      The St. Joe Company Executive Stock Investment Program (the "Program"),
was adopted by the Board of Directors effective May 12, 1999. The purpose of the
Program is to increase voluntary ownership in The St. Joe Company by the senior
management team of the Company.

                          ARTICLE II. - ADMINISTRATION

      2.1 Compensation Committee. The Program shall be administered by the
Compensation Committee of the Board of Directors. The Committee shall consist
exclusively of two or more outside directors of the Company, who shall be
appointed by the Board.

      2.2 Committee Responsibilities and Authority. The Committee shall ensure
that all loans, investments, and other activities made pursuant to this Program
are at all times consistent with the Program and with governing law. The
Committee may adopt such rules or guidelines as it deems appropriate to
implement the Program. The Committee's determinations under the Program shall be
final and binding on all persons. The Committee has authority to grant loans
consistent with the terms of the Program, and to conduct all necessary action to
carry out the provisions of the Program.

                           ARTICLE III. - ELIGIBILITY

      The following persons are eligible to participate in the Program: Peter S.
Rummell, Kevin M. Twomey, Robert M. Rhodes, J. Malcolm Jones, Sr. Michael F.
Bayer, Michael N. Regan, P. Michael Reininger, David D. Fitch, James D. Motta,
Jerry M. Ray, Stephen A. Swartz, Stephen W. Solomon.

                          ARTICLE IV. - IMPLEMENTATION

      4.1 Loan for Stock Purchase. The Company shall provide simple interest
loans, with interest due annually, to eligible participants under the Program
for open market purchase of common stock of The St. Joe Company.

      4.2 Terms of Loans. Terms of the loans will provide for full recourse, and
interest rates set at an as published safe harbor rate. Loans must be repaid in
full within three years of the date of the loan, with the option of full or
partial prepayment at any time. Loans are due in full upon the sale of the
shares purchased with the loan, or upon termination of the executive's
employment with The St. Joe Company.

      4.3 Shares Purchased. Until the earlier of either (a) three years from the
date of purchase or (b) the termination of the executive's employment, shares
purchased under


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the Program may not be sold unless approved by the Committee. Eligible
participants in the Program will have full rights of ownership of shares
purchased under the Program with respect to voting and dividends for those
shares.

      4.4 Maximum Company Expenses. The combined maximum loan exposure of the
Company under the Program shall be Four Hundred Thousand and No/100 Dollars
($400,000.00).

      4.5 Reporting Requirements. The Committee shall insure that all required
reporting and disclosure in accordance with SEC and other regulations, if any,
shall be carried out promptly and in accordance with the law and regulations.

                               ARTICLE V. - TAXES

      Any Florida state intangible taxes which must be paid as a result of any
loans made pursuant to the Program shall be paid by the Company.

                           ARTICLE VI. - GOVERNING LAW

      The Program shall be governed by, and construed in accordance with, the
laws of the State of Florida.

                    ARTICLE VII. - AMENDMENTS TO THE PROGRAM

      The Board of Directors may, at any time and for any reason, amend or
terminate the Program. Any amendment or termination of the Program shall not
effect the terms of any loans made pursuant to this Program prior to the time of
such amendment or termination.


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