8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 12, 2008

The St. Joe Company
__________________________________________
(Exact name of registrant as specified in its charter)

Florida	1-10466	59-0432511
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
245 Riverside Avenue, Suite 500, Jacksonville, Florida		32202
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 904-301-4200

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Wm. Britton Greene to Chief Executive Officer

The Company announced on February 18, 2008 a management transition plan in which Wm. Britton Greene will become the Company's Chief Executive Officer effective as of May 13, 2008, the date of the Company’s annual meeting of shareholders. Mr. Greene, age 53, has over 25 years of experience in real estate development, finance and management. He was promoted to President and Chief Operating Officer of the Company in October 2007 after serving as Chief Operating Officer since August 2006. Mr. Greene was named President of St. Joe Towns & Resorts in February 2004, where he led the Company’s residential and resort projects throughout Florida and the Mid-Atlantic. He was also named President of St. Joe Commercial in February 2006, where he had added responsibilities for the Company’s commercial land sales and development businesses. Mr. Greene joined the Company in 1998 and rose to the position of President of the Company& #x2019;s West Florida residential and resort operations in 2000, responsible for the company’s projects in Walton, Bay and Gulf Counties.

The following compensation elements were approved by the Board in connection with Mr. Greene’s promotion:

- An annual base salary of $700,000 effective March 1, 2008;

- An annual target award under the Company’s short-term incentive plan equal to 100% of base salary starting in 2008;

- An amendment to his employment agreement effective February 15, 2008 to provide a cash payment in the event of his termination without cause equal to 2.0 times the sum of his base salary plus targeted bonus amount, which is the same amount payable in the event of a change in control;

- A grant of 25,000 shares of restricted stock on February 15, 2008 vesting in equal installments over three years; and

- An annual target equity grant under the Company’s stock incentive plans equal to 185% of base salary starting in 2 009.

The terms of Mr. Greene's existing employment agreement with the Company are described under the caption "Entry into New Executive Employment Agreements" in the Company's Current Report on Form 8-K dated July 31, 2006, and such description is incorporated by reference herein. A copy of the form of Executive Employment Agreement was filed as Exhibit 10.4 to the Company's Form 8-K dated July 31, 2006. A copy of the Second Amendment to Mr. Greene’s employment agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.


Retirement of Peter S. Rummell

As part of the management transition plan, Peter S. Rummell, the Company’s Chairman and Chief Executive Officer, will retire from his position as Chief Executive Officer on May 13, 2008, but will retain his position as Chairman of the Board. The following compensation elements were approved by the Board in connection with Mr. Rummell’s retirement:

- A fee of $250,000 payable to Mr. Rummell in connection with his service as Chairman of the Board through the 2009 annual meeting of shareholders, in addition to the annual fees and other benefits available to all non-employee directors;

- The option to receive cash in lieu of the annual stock grant made to non-employee directors;

- Payment of the expenses associated with maintaining an office separate from the Company’s headquarters for one year; and

- Reimbursement of out-of-pocket fees and dues associated with Mr. Rummell’s membership in certain professional organizations deemed to be beneficial to the Company.

Under the terms of his existing employment agreement, Mr. Rummell is entitled to (1) continued payment of his current base salary and benefits through August 19, 2008; and (2) eligibility to receive a target bonus of 100% of base salary for 2008, if bonuses are awarded by the Compensation Committee for 2008 performance, prorated as of his May 13, 2008 retire ment date.

Additional information regarding Mr. Greene’s appointment to Chief Executive Officer and Mr. Rummell’s retirement is set forth in our press release dated February 18, 2008, a copy of which is filed as exhibit 99.1 hereto and is incorporated by reference herein.

Grants of Restricted Stock with Performance-Based Vesting Conditions

On February 12, 2008, the Board of Directors granted shares of restricted stock with performance-based vesting conditions to members of Company management, including the following awards to executive officers: Wm. Britton Greene, President and COO, 96,024 shares; Christopher T. Corr, Executive Vice President and Chief Strategy Officer, 49,044 shares; William S. McCalmont, CFO, 36,138 shares; and Christine M. Marx, General Counsel and Corporate Secretary, 23,804 shares.

The vesting of these shares will be based on the performance of the Company’s stock price from February 12, 2008 through January 31, 2011. The total share holder return of the Company’s stock during the performance period will be measured and compared to the total shareholder return of the companies within the S&P 500 Index and the S&P Super Composite Homebuilder Index. Once the Company’s percentile rank is determined with respect to each peer group, the Company’s overall percentile rank will be determined by averaging the two ranks, weighting the percentile rank for the S&P 500 Index at 40% and for the S&P Super Composite Homebuilder Index at 60%. The Company’s weighted composite percentile rank will then be used to determine the number of the shares awarded that will actually vest, if any, according to a graduated vesting schedule set forth in each participant’s Restricted Stock Agreement.

If a participant’s employment with the Company terminates for any reason during the performance period, the shares awarded to the participant will be automatically forfeited and canceled. The Restricted Stock Agreemen t provides, however, that in the event of disability, death, retirement or involuntary termination without cause after 180 days following the grant date, the participant will be eligible to receive a cash payment from the Company at the conclusion of the performance period to the extent the performance conditions are met. The cash payment would be calculated using the value of the Company’s common stock at the time the vesting determination is made and would be prorated for the number of days the Participant was employed during the performance period. If there is a change in control transaction during the performance period, all restricted shares awarded will vest. Again, those participants whose employment terminated prior to the change in control due to disability, death, retirement or involuntary termination without cause after 180 days following the grant date will be eligible to receive a prorated cash payment for their shares.

A copy of the Form of Restricted Stock Agreement used in co nnection with these grants is filed as Exhibit 10.2 to this Current Report on Form 8-K. The foregoing description of the Form of Restricted Stock Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Form of Restricted Stock Agreement, which is incorporated by reference.

On February 12, 2008, Mr. Greene and Mr. Corr were also granted 48,012 and 24,522 shares of restricted stock, respectively, that vest in equal installments over four years. These grants are consistent with those made to members of management other than Messrs. Greene and Corr in October 2007.

2008 Short-Term Incentive Plan

On February 12, 2008, the Board of Directors adopted a Short-Term Incentive Plan for 2008 and designated target awards for each of Messrs. Rummell, Greene, McCalmont and Corr and Ms. Marx, which target awards were calculated as a percentage of each officer's base salary. The target award percentages are 100% for Mr. Rummell (which award would be prorated for his retirement from his position as Chief Executive Officer on May 13, 2008), 100% for Mr. Greene, 65% for Mr. McCalmont, 60% for Mr. Corr and 60% for Ms. Marx. For each percentage variation from the target performance objective, the amount of the projected award will be increased or decreased, as applicable, at twice the rate. Accordingly, goals that are only 50% achieved will result in a 0% projected award, and goals that are exceeded by 50% or more will result in a 200% projected award. After the calculation of the projected cash award based on the achievement of Company performance goals, an individual performance multiplier (up to 150%) may then be applied to determine the actual award under the Plan.

For the 2008 plan, the Compensation Committee established performance goals based on three equally-weighted components of Company performance: (1) the achievement of specified entitlement, enhancement and economic inducer initiatives intended to increase the Company’s land v alues; (2) the execution of a specified number of new business-to-business agreements; and (3) segment-based revenue targets. During the first quarter of 2009, the Committee will determine the extent to which the 2008 performance goals have been attained for purposes of calculating the actual awards under the plan.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

10.1 Second Amendment to Employment Agreement of Wm. Britton Greene dated February 15, 2008.

10.2 Form of Restricted Stock Agreement (with performance-based vesting conditions).

99.1 Press Release dated February 18, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	The St. Joe Company
February 19, 2008	By:	/s/ Christine M. Marx
		Name: Christine M. Marx
		Title: General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
10.1	Second Amendment to Employment Agreement of Wm. Britton Greene dated February 15, 2008
10.2	Form of Restricted Stock Agreement (with performance-based vesting conditions)
99.1	Press Release dated February 18, 2008

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT

This SECOND AMENDMENT to the Employment Agreement entered into as of July 27, 2006, as amended (the “Agreement”), by and between WM. BRITTON GREENE (“Executive”) and THE ST. JOE COMPANY, a Florida corporation (the “Company”), shall be effective as of February 15, 2008.

WHEREAS, the Company and the Executive previously entered into the Agreement in order to establish the terms and conditions of the Executive’s employment with the Company;

WHEREAS, as a result of the Executive’s promotion to Chief Executive Officer, the Company and the Executive desire to amend certain terms of the Agreement;

NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Executive and the Company, intending to be legally bound, hereby amend the Agreement as follows:

1. Section 6.4(a) of the Agreement shall be amended to read as follows:

“(a) pay to the Executive, in a lump sum within 30 days of the Date of Termination, an amount equal to two times the sum of the Executive’s Base Salary plus the Bonus Amount, provided, however, that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code as of the Date of Termination, then any such amounts payable under this Section 6.4(a) shall be paid instead to the Executive in a lump sum on the earlier of (x) the date which is six months following his Date of Termination and (y) the date of the Executive’s death, and not before;”

2. Except as amended hereby, the Agreement shall remain in full force and effect. This Second Amendment may be executed in two or more counterparts each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Executive and the Company have executed and delivered this Second Amendment effective as of February 15, 2008.

THE ST. JOE COMPANY

By: /s/ Rusty Bozman
Rusty Bozman
Vice President – Human Resources

EXECUTIVE

/s/ Wm. Britton Greene

Wm. Britton Greene

Exhibit 10.2

RESTRICTED STOCK AGREEMENT

Award Details:

Participant:
Plan Year:
Number of Restricted Shares:
Performance Period:	February 12, 2008 through January 31, 2011
Date of Grant:	February 12, 2008
Fair Market Value	$	38.74

(at close of business on Date of Grant)

Agreement:

This Restricted Stock Agreement (“Agreement”) is entered into as of the Date of Grant between the Participant and The St. Joe Company, a Florida corporation (the “Company”), pursuant to the Company’s Stock Incentive Plan established for the Plan Year designated above (the “Plan”).

WHEREAS, the Company desires to grant, and the Participant desires to receive, an award of Restricted Shares pursuant to the terms and conditions of the Plan and this Agreement,

NOW, THEREFORE, the Participant and the Company hereby agree as follows:

1. The Plan and Defined Terms. The provisions of the Plan, the Award Details listed above, and Exhibit A are incorporated into this Agreement by reference. Capitalized terms used but not defined in this Agreement or the Award Details set forth above shall have the meanings ascribed to them in the Plan.

2. Grant of Restricted Shares. As of the Date of Grant, the Company hereby grants to the Participant      Restricted Shares, subject to the terms and conditions of the Plan and this Agreement.

3. Vesting and Forfeiture of Restricted Shares. The Restricted Shares granted by this Agreement shall vest, or shall be forfeited and canceled, in whole or in part, as provided on Exhibit A attached hereto.

4. Restrictions on Transfer of Restricted Shares. If and until the Restricted Shares become vested pursuant to Exhibit A, the Restricted Shares shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) by the Participant and shall not be subject to sale under execution, attachment, levy or similar process.

5. Stock Certificates. The Participant hereby acknowledges that stock certificate(s) for the Restricted Shares awarded under this Agreement will not be delivered by the Company to the Participant until such Restricted Shares vest.

6. Voting and Dividend Rights. The Participant shall have the same voting and dividend rights with respect to the Restricted Shares as the Company’s other shareholders, provided, however, that any dividends paid as Common Shares shall be subject to the same transfer restrictions and forfeiture provisions as the Restricted Shares.

7. Regulation by the Committee. This Agreement and the Restricted Shares shall be subject to such administrative procedures and rules as the Committee shall adopt. All decisions of the Committee upon any question arising under the Plan or under this Agreement shall be conclusive and binding upon the Participant.

8. Compliance with Laws and Regulations. The obligations of the Company hereunder are subject to all applicable Federal and state laws and to the applicable rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed and any other government or regulatory agency. The Company shall not be required to remove restrictions from Restricted Shares prior to (a) the listing of the Common Shares on any such stock exchange and (b) the completion of any registration or qualification of such Common Shares under any Federal or state law, or any rule, regulation or other requirement of any government or regulatory agency which the Company shall, in its sole discretion, determine to be necessary or advisable. In making such determination, the Company may rely upon an opinion of counsel for the Company. The Participant shall not have the right to compel the Company to register or qualify the Common Shares subject to this award under Federal or state securities laws.

9. Conditions of Acceptance. As a condition of accepting the Restricted Shares, Participant agrees as follows:

(a)  Company Policies. Participant agrees that he or she has read and will comply with the Company’s Insider Trading Policy and Code of Conduct. Copies of such policies are available on the Company’s website, through the Human Resources Department or through the Legal Department.

(b) Restrictions on Resale and Marital Property Settlements. Participant agrees not to sell any vested Restricted Shares if applicable laws or Company policies prohibit such a sale. Regardless of any marital property settlement agreement, the Company is not obligated to honor or recognize Participant’s former spouse’s interest in unvested Restricted Shares.

10. Amendment of Severance and Employment Agreements. By executing this Agreement, the Participant and the Company hereby agree that this Agreement constitutes an amendment to the Participant’s employment agreement and/or severance agreement (if any) with the Company to the effect that any provision of such employment or severance agreement that grants accelerated vesting and/or lapse of restrictions on restricted stock in the event of a “change in control” (as defined therein) shall not apply to the Restricted Shares awarded under this Agreement. Participant agrees to execute any additional documentation requested by the Company to further evidence such amendment.

11. Adjustments. In the event of a stock split, a stock dividend or any other event described in the Article of the Plan entitled “Protection Against Dilution,” the number of Common Shares subject to this award may be adjusted pursuant to the Plan if deemed appropriate by the Committee in its sole discretion.

12. Term of Agreement. This Agreement shall terminate when all Restricted Shares are either vested or forfeited and canceled as provided in the Plan and this Agreement.

13. Tax Matters.

(a) Participant shall be liable for any and all taxes, including withholding taxes, arising out of this grant or the vesting of Restricted Shares hereunder. Participant acknowledges that, at his or her option, Participant (i) shall be entitled to make the election permitted under section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to include in gross income in the taxable year in which the Restricted Shares are granted, the fair market value of such shares at the time of grant, notwithstanding that such shares may be subject to a substantial risk of forfeiture within the meaning of the Code, or (ii) may elect to include in gross income the fair market value of the Restricted Shares as of the date on which such restriction lapses.

(b) The Participant may elect to satisfy any withholding tax obligation arising out of the grant or the vesting of Restricted Shares hereunder (unless Participant shall make an election under Section 83(b) of the Code with respect thereto) by having the Company retain vested Restricted Shares having a fair market value equal to the Company’s minimum withholding obligation (which amount may be rounded to the next highest whole share).

14. No Retention Rights. Neither the Restricted Shares nor anything contained in this Agreement shall give Participant the right to be retained by the Company or a subsidiary of the Company as an employee or in any other capacity. The Company and its subsidiaries reserve the right to terminate Participant’s service at any time, with or without Cause.

15. Applicable Law. This Agreement will be interpreted and enforced under the laws of the State of Florida.

16. Participant’s Access to the Plan. Participant may obtain an additional copy of the Plan by contacting the Company’s Human Resources Department.

[Signature Page Follows]

This Agreement and the Plan constitute the entire understanding between Participant and the Company regarding this award. Any prior agreements, commitments or negotiations concerning this award are superseded. This Agreement may be amended only by another written agreement, signed by both parties.

PARTICIPANT

Date	Participant Signature
	THE ST. JOE COMPANY
Date	By:       Rusty Bozman Vice President – Human Resources

EXHIBIT A

VESTING OF RESTRICTED SHARES

1. Vesting of Restricted Shares.

The number of Restricted Shares that shall vest under this Agreement shall be based upon the following performance goal: the Company’s Total Shareholder Return as compared to the Total Shareholder Return of the Company’s Peer Groups during the Performance Period, as further described below. Upon (i) the expiration of the Performance Period, and (ii) the Committee’s determination and certification of the extent to which the performance goal has been achieved, the Participant shall become vested in the number of Restricted Shares that corresponds to the level of achievement of the performance goal set forth below that is certified by the Committee. Such determination and certification shall occur no later than sixty (60) days after the conclusion of the Performance Period. If the Participant’s employment terminates prior to the end of the Performance Period, all Restricted Shares shall automatically be forfeited and canceled as of the date of the Participant’s termination of employment; provided, however, that the Participant may be eligible for a cash payment as described in Section 2 below.

The “Peer Groups” used for purposes of this Exhibit A shall be those companies included in each of the S&P Super Composite Homebuilder Index and the S&P 500 Index as determined on the last day of the Performance Period. The S&P Super Composite Homebuilder Index shall be weighted as 60% of the final vesting calculation described below, and the S&P 500 Index shall be weighted as 40% of the final vesting calculation described below.

Each company that is included in each Index on the last day of the Performance Period shall be treated as if such company were included in such Index during the entire Performance Period regardless of when the company actually became a member of such Index (provided, however, that only companies that were public companies during the entire Performance Period shall be included). If either Index ceases to be a published index at any time during the Performance Period, the Committee shall have the authority to take such measures to preserve the intent of this Agreement as may be deemed necessary or appropriate by the Committee in its discretion, including, but not limited to, selecting an alternative published index of companies, creating an alternative group of companies, or continuing to use the group of companies in such Index as of the last publication date of the Index.

Calculation of Total Shareholder Return:

“Total Shareholder Return” for the Company and each company in the Peer Groups shall include dividends paid and shall be determined as follows:

Total Shareholder Return = (Change in Stock Price + Dividends Paid) / Beginning Stock Price

“Beginning Stock Price” shall mean the average closing price as reported on the New York Stock Exchange Composite Tape of one (1) share of common stock for the ten (10) trading days immediately prior to the first day of the Performance Period. The Beginning Stock Price shall be appropriately adjusted to reflect any stock splits, reverse stock splits or stock dividends during the Performance Period.

“Change in Stock Price” shall mean the difference between the Ending Stock Price and the Beginning Stock Price.

“Dividends Paid” shall mean the total of all dividends paid on one (1) share of stock during the Performance Period.

“Ending Stock Price” shall mean the average closing price as reported on the New York Stock Exchange Composite Tape of one (1) share of common stock for the ten (10) trading days immediately prior to the last day of the Performance Period.

“Performance Period” shall mean the period commencing on February 12, 2008, and ending on January 31, 2011.

Calculation of Weighted Average Percentile Rank:

Following the Total Shareholder Return determination for the Company and the companies in each Peer Group, the “Company Rank” for each Peer Group shall be determined by listing each company in each Peer Group (including the Company) from highest Total Shareholder Return to lowest Total Shareholder Return and counting up from the company with the lowest Total Shareholder Return.

The Company’s separate “Percentile Rank” for each Peer Group shall then be determined as follows:

Percentile Rank for each Peer Group = Company Rank in each Peer Group / Total Number of Companies in each Peer Group including the Company

The Company’s “Weighted Average Percentile Rank” shall then be calculated as the sum of (i) the Company’s Percentile Rank in the S&P Super Composite Homebuilder Index multiplied by 60%, and (ii) the Company’s Percentile Rank in the S&P 500 Index multiplied by 40%. For example, at the conclusion of the Performance Period, if the Company’s Percentile Rank in the S&P Super Composite Homebuilder Index were 65%, and the Company’s Percentile Rank in the S&P 500 Index were 50%, the Company’s Weighted Average Percentile Rank would be calculated as follows: [(.65 x .60) + (.50 x         .40)] x 100 = 59%.

Calculation of Number of Vested Restricted Shares:

The percent of Restricted Shares that vest shall then be determined based on the following chart:

Company’s Weighted Average Percentile Rank //// Percent of Restricted Shares to Vest

75th and above	100	%
70th	90	%
65th	80	%
60th	70	%
55th	60	%
50th	50	%
45th	42.5	%
40th	35	%
35th	27.5	%
30th	20	%
25th	12.5	%
Below 25th	0	%

Interpolation shall be used to determine the percent of Restricted Shares that vest in the event the Company’s Weighted Average Percentile Rank does not fall directly on one of the ranks listed in the above chart. Once the percent of vested Restricted Shares has been determined, the percent shall be multiplied by the number of Restricted Shares awarded to determine the actual number of Restricted Shares that vest, rounded to the next highest whole share. All Restricted Shares that do not vest in accordance with this Exhibit A shall be automatically forfeited and canceled.

2. Termination Provisions.

(a) Generally. The Restricted Shares awarded under this Agreement shall vest only if the Participant’s employment with the Company continues through the end of the Performance Period.

(b) Disability, Death, Involuntary Termination Without Cause or Retirement. If prior to the end of the Performance Period, a Participant (i) becomes totally or permanently disabled (as those terms are defined in the Company’s long-term disability plan, as in effect on the date of such determination), (ii) dies, (iii) is terminated involuntarily without Cause, or (iv) Retires, all Restricted Shares awarded under this Agreement shall be immediately forfeited and canceled. Notwithstanding the foregoing, however, a Participant subject to any of the foregoing events shall be eligible for a cash payment based on the fair market value of a pro rata portion of their Restricted Shares that would have vested at the end of the Performance Period, which payment, if any, shall be made after the conclusion of the Performance Period; provided, however, that if a Participant is terminated involuntarily without Cause prior to 180 days following the Date of Grant, the Participant shall not be eligible for a cash payment. The determination of a cash payment, if any, made by the Committee pursuant to this Section 2(b) of this Exhibit A shall be made at the same time as the vesting determination shall be made for Participants who remained employed through the last day of the Performance Period. The cash payment, if any, shall be determined by multiplying the number of Restricted Shares that would have vested had the Participant remained an employee through the last day of the Performance Period by a fraction, the numerator of which is equal to the number of days of the Performance Period that the Participant was employed by the Company, and the denominator of which is the number of days in the Performance Period, multiplied by the closing price of a share of Company common stock on the date that the vesting determination is made by the Committee. Any cash payment shall be paid by the Company within thirty (30) days following the Committee’s vesting determination and shall be subject to any tax or other withholding requirements deemed appropriate by the Company.

(1) For purposes of this Exhibit A, “Retire” shall mean (i) to terminate employment for other than Cause after completion of five continuous years of service with the Company and attainment of age 55, or (ii) as otherwise determined by the Compensation Committee.

(2) A Participant’s service remains “continuous” for purposes of vesting under this Exhibit A even if the Participant goes on military leave, sick leave, or another bona fide leave of absence, if the leave was approved by the Company in writing and if continued crediting of service is required by the terms of the leave or by applicable law. However, the Participant must return to active work promptly, for a substantial period of time, upon the termination of such approved leave, or an interruption of service will be deemed to have occurred as of the date such leave began.

(c) Corporate Event. If there is a Corporate Event, the Restricted Shares shall become vested in full on the date of the Corporate Event. For purposes of this Section, “Corporate Event” means (a) the consummation of a merger or similar transaction as a result of which the Company’s stockholders own 50% or less of the surviving entity’s voting securities after such merger or similar transaction, (b) the sale, transfer, exchange or other disposition of all or substantially all of the Company’s assets, or (c) the liquidation or dissolution of the Company. A transaction shall not constitute a Corporate Event if its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. If prior to a Corporate Event occurring during the Performance Period, a Participant (i) becomes totally or permanently disabled (as those terms are defined in the Company’s long-term disability plan, as in effect on the date of such determination), (ii) dies, (iii) is terminated involuntarily without Cause after 180 days following the Date of Grant, or (iv) Retires, the Participant shall be eligible to receive a cash payment under this Section 2(c) in an amount determined by multiplying the total number of Restricted Shares by a fraction, the numerator of which is equal to the number of days of the Performance Period that the Participant was employed by the Company, and the denominator of which is the number of days in the Performance Period, multiplied by the closing price of a share of Company common stock on the date of the Corporate Event, or if the Company ceases to be a publicly traded company as a result of the Corporate Event, the amount of the consideration paid for each share of outstanding common stock of the Company in connection with the Corporate Event. Any cash payment shall be paid by the Company within thirty (30) days following the date of the Corporate Event and shall be subject to any tax or other withholding requirements deemed appropriate by the Company. If a cash payment is made to the Participant pursuant to this Section 2(c), the Participant shall not receive a cash payment pursuant to Section 2(b).

(d) Termination of Employment for Cause, Voluntary Termination of Employment. In the event of the termination of Participant’s employment for Cause or the Participant’s voluntary termination of employment during the Performance Period (other than a voluntary termination of employment upon Retirement), all Restricted Shares awarded under this Agreement shall be forfeited and canceled. The Participant’s transfer of employment to the Company or any subsidiary of the Company from another subsidiary of the Company or the Company during the Performance Period shall not constitute a termination of employment.

(e) Section 409A Compliance. Notwithstanding any provision to the contrary in this Agreement, if the Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of the termination of Participant’s employment, then any amounts payable under Section 2(b) or 2(c) shall be paid instead to the Participant on the later of (x) the date on which a cash payment, if any, would otherwise be paid to the Participant pursuant to the terms of Section 2(b) or 2(c), and (y) the date which is six months following the Participant’s date of termination, and not before. Furthermore, notwithstanding any provision to the contrary in this Agreement, the Participant shall not be eligible to receive any payment pursuant to Section 2(c) if the Corporate Event does not qualify as a change in the ownership or effective control of a corporation or a change in the ownership of a substantial portion of the assets of a corporation for purposes of Section 409A(a)(2)(A)(v) of the Code and the applicable Treasury regulations under that section.

Exhibit 99.1

JOE Media Contact:	Jerry M. Ray		The St. Joe Company
		904.301.4430	245 Riverside Avenue
	jray@joe.com		Jacksonville, FL 32202
JOE Investor Contact:	David Childers			904-301-4200
		904.301.4302
	dchilders@joe.com

FOR IMMEDIATE RELEASE

THE ST. JOE COMPANY (NYSE: JOE) ANNOUNCES
SENIOR LEADERSHIP SUCCESSION PLAN

Wm. Britton Greene to be Promoted to Chief Executive Officer at Annual Meeting
Peter S. Rummell to Continue as Chairman of the Board

Jacksonville, Florida – (February 18, 2008) – The St. Joe Company (NYSE: JOE) today announced that its Board of Directors approved a succession plan calling for the promotion of Wm. Britton (Britt) Greene to president and CEO, to become effective at JOE’s annual shareholder meeting on May 13, 2008. Peter S. Rummell will continue as the chairman of the company’s Board of Directors.

“I am immensely proud of what we have accomplished during the last 11 years,” said Rummell. “Since 1997, an aging paper maker has been transformed into a preeminent place maker. Now, with construction underway for a new international airport and with new hospitals, schools and other infrastructure coming into reality, JOE’s Northwest Florida has arrived at a significant tipping point. With this foundation in place, coupled with the skills and experience of Britt and the JOE team, I believe the next decade will bring greater success for JOE as Northwest Florida emerges as one of America’s newest great destinations.”

“JOE’s board and shareholders are deeply grateful to Peter for his leadership as CEO over the past 11 years,” said Hugh M. Durden, lead director and chairman of the Governance and Nominating Committee of JOE’s Board. “The Board is pleased to have Britt to lead the company forward into JOE’s next decade with his broad strengths, vision and experience tightly focused on seeding, growing and harvesting shareholder value. It is a credit to JOE’s succession planning that Britt comes from within the organization providing stability and context as we move forward. And we are delighted that Peter will continue in his current role as chairman of JOE’s board of directors.”

“Leading JOE is not only a huge responsibility but an enormous opportunity,” said Greene. “JOE is Northwest Florida’s primary supplier of entitled land and we are actively discussing development opportunities with a variety of strategic partners. We are focused on harnessing the region’s unique assets to create demand for our vast land holdings. A prime example is West Bay, which is anchored by a new international airport now under construction. JOE has significant commercial and residential entitlements near the new airport, and this new airport will provide the opportunity to transform the economy of the entire region where JOE owns hundreds of thousands of acres.”

“Peter’s leadership has provided an extraordinary foundation on which we can build for the future,” said Greene. “As chairman, he will continue to be engaged as we explore new corporate strategies to leverage our core competencies for the benefit of our shareholders. Additionally, as JOE builds strategic alliances and partnerships, we are thankful that we can continue to rely on Peter’s relationships developed over the last 37 years.”

“Now is the time in the real estate cycle to be opportunistic,” said Rummell. “JOE’s strong management team makes that possible. One of the things I am most proud of is the immense talent, capabilities and processes that we have built. We have demonstrated that we can accomplish great things on a large scale, and I am optimistic that JOE can leverage these unique abilities in this part of the cycle into new opportunities for the future.”

Greene has more than 25 years of experience in real estate development, finance and management. As JOE’s president and chief operating officer, Greene leads all of JOE’s residential, resort and commercial real estate development businesses along with the company’s rural land sales operations.

Previously, Greene was president of St. Joe Towns & Resorts and St. Joe Commercial. Earlier, Greene led JOE through entitlement, planning, permitting, design and sales for several of the company’s acclaimed resort projects in Walton County including: WaterColor, WaterSound Beach and Camp Creek Golf Club; four primary residential communities in Bay County; and WindMark Beach in Gulf County.

Before joining JOE in January 1998, Greene was president of Markborough Florida where he managed the development of the 1,980-acre master-planned Hunter’s Green community in Tampa. Earlier, Greene founded a company that developed, sold and provided asset management services for more than 2,700 multi-family homes in Florida. He also served as vice president of Florida Commercial Mortgage Corporation. Greene holds a degree in business administration from the University of Florida. Active in civic and community affairs, Greene served as president of the Gulf Coast Community College Foundation and president of the Board of Trustees for The St. Joe Community Foundation from 2001 through February of 2005. He lives in Jacksonville with his wife and two children.

About JOE

The St. Joe Company (NYSE:JOE), a publicly held company based in Jacksonville, is one of Florida’s largest real estate development companies. We are primarily engaged in real estate development and sales, with significant interests in timber. Our mission is to create places that inspire people and make JOE’s Florida an even better place to live, work and play. We’re no ordinary JOE.

More information about JOE can be found at our web site at www.joe.com.

Forward-Looking Statements

Statements in this press release that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our beliefs, plans, goals, expectations and intentions. Forward-looking statements involve risk and uncertainty, and there can be no assurance that the results described in such statements will be realized. Such statements are based on our current expectations and we undertake no obligation to publicly update or reissue any forward-looking statements. Risk factors that may cause the actual results to differ are described in this press release and in various documents we have filed with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2006, and our Quarterly Reports on Form 10-Q.

© 2008, The St. Joe Company, “St. Joe,” “JOE,” and the “Taking Flight” design
are service marks of The St. Joe Company.