THE ST. JOE COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

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Title: THE ST. JOE COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Date: 2/24/2009
Industry: Real Estate Operations Sector: Services

Exhibit 10.16

THE ST. JOE COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(As Amended and Restated Effective December 31, 2008)

TABLE OF CONTENTS


ARTICLE I NAME, EFFECTIVE DATE AND PURPOSE			1
1.1 Name			1
1.2 Effective Date of Restatement			1
1.3 Purpose			1
1.4 Relationship to The St. Joe Company Deferred Capital Accumulation Plan			1

ARTICLE II DEFINITIONS			1
2.1 “Account” or “Participant’s Account”			1
2.2 “Affiliated Employer”			1
2.3 “Age”			2
2.4 “Annuity Starting Date”			2
2.5 “Applicable Interest Rate”			2
2.6 “Beneficiary” or “Beneficiaries”			2
2.7 “Board of Directors”			2
2.8 “Change in Control”			2
2.9 “Code”			3
2.10 “Company”			3
2.11 “Compensation”			3
2.12 “Compensation Limit”			4
2.13 “Disability”			4
2.14 “Effective Date of Restatement”			4
2.15 “Eligible Spouse”			4
2.16 “Employee”			4
2.17 “Employer”			4
2.18 “Employer Credit”			4
2.19 “Employment Date”			5
2.20 “ERISA”			5
2.21 “Interest”			5
2.22 “Participant”			5
2.23 “Plan”			5
2.24 “Plan Administrator”			5
2.25 “Plan Year”			5
2.26 “Prior Plan”			5
2.27 “Qualified Pension Plan”			5
2.28 “Separation from Service”			5
2.29 “Valuation Date”			6
2.30 “Year(s) of Benefit Service”			6
2.31 “Year(s) of Vesting Service”			6

ARTICLE III ELIGIBILITY AND PARTICIPATION			6
3.1 Eligibility			6
3.2 Notification			7
3.3 Date of Participation and Enrollment			7

TABLE OF CONTENTS
(continued)


3.4 Change in Control Election			7

ARTICLE IV PARTICIPANT ACCOUNTS AND PLAN CREDITS			7
4.1 Separate Account			7
4.2 Employer Credits			7
4.3 Interest			10
4.4 Adjustments			10
4.5 Valuation of the Account			10
4.6 Participant Statement			11

ARTICLE V VESTING			11
5.1 Vesting in Account			11
5.2 No Vested Interest in Account			12
5.3 Special Adjustment to Account			12

ARTICLE VI PAYMENT OF VESTED ACCOUNTS			12
6.1 Payment upon Separation from Service			12
6.2 Payment upon Death			13
6.3 Change in Control			13
6.4 Disability			13
6.5 Mode of Payment			14

ARTICLE VII BENEFICIARY DESIGNATION FOR DEATH BENEFITS BASED ON ACCOUNTS			14
7.1 Beneficiary Designation			14
7.2 Change in Beneficiary Designation			14
7.3 Lack of Beneficiary Designation or Surviving Beneficiary			14

ARTICLE VIII ADMINISTRATION OF THE PLAN			15
8.1 Responsibility of the Plan Administrator			15
8.2 Powers and Duties of Plan Administrator			15
8.3 Expenses of the Plan Administrator and Plan Costs			16
8.4 Selection of Plan Professional Counselors			16
8.5 Records of the Plan Administrator			16
8.6 Plan Administrator’s Right to Administer and Interpret the Plan			16
8.7 Claims Procedure			16
8.8 Indemnity of the Plan Administrator			17

ARTICLE IX AMENDMENT AND TERMINATION			17
9.1 Amendment			17
9.2 Termination			18

ARTICLE X MISCELLANEOUS			18
10.1 Unsecured Creditor			18
10.2 Unfunded Plan			18

TABLE OF CONTENTS
(continued)


10.3 Non-Assignability			18
10.4 Not a Contract of Employment			19
10.5 Source of Plan Benefits			19
10.6 Binding Agreement			19
10.7 Invalidity of Certain Provisions			19
10.8 Incapacity			20
10.9 Masculine, Feminine, Singular and Plural			20
10.10 Taxes			20
10.11 Governing Law			20

ARTICLE I

NAME, EFFECTIVE DATE AND PURPOSE

1.1		Name

		The name of the Plan is “The St. Joe Company Supplemental Executive Retirement Plan,” hereinafter referred to as the “Plan.”

1.2		Effective Date of Restatement

		The effective date of this amended and restated Plan is December 31, 2008. The Plan was originally effective January 1, 1998 and previously restated effective January 1, 2002.

1.3		Purpose

		The purpose of the Plan is to provide supplemental retirement benefits to certain selected management and highly compensated employees of the Employer. The Plan is not intended to be a tax-qualified retirement plan under Section 401(a) of the Internal Revenue Code of 1986, as amended. The Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees.

1.4		Relationship to The St. Joe Company Deferred Capital Accumulation Plan

		Effective as of January 1, 2000, The St. Joe Company established “The St. Joe Company Deferred Capital Accumulation Plan” (the “Deferred Capital Accumulation Plan”) and transferred to it certain benefit liabilities previously accrued under Article IV and Article V of this Plan as amended and in effect on December 31, 1999. Such benefit liabilities shall be held, administered and paid in accordance with the terms of the Deferred Capital Accumulation Plan, as hereinafter amended and in effect.

ARTICLE II

DEFINITIONS

2.1		“Account” or “Participant’s Account”

		Means the notional account maintained by the Plan Administrator pursuant to Section 4.1 which shall be credited with Employer Credits and Interest and adjusted for distributions.

2.2		“Affiliated Employer”

		Means a corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes the Company; any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with the Company; any organization (whether or not incorporated) which is a member of an

		affiliated service group (as defined in Code Section 414(m)) which includes the Company; and any other entity required to be aggregated with the Company pursuant to regulations under Code Section 414(o) but only for the period during which such other entity is affiliated with the Company under Code Section (b), (c), (m) or (o).

2.3		“Age”

		Means age at last birthday.

2.4		“Annuity Starting Date”

		Means the dates as of which a lump sum distribution is made to a Participant or Beneficiary.

2.5		“Applicable Interest Rate”

		Means, (a) for each Plan Year beginning on or after January 1, 2000, the annual rate of interest used to determine the interest credit under Section 5.2(e) of the Qualified Pension Plan for such Plan Year and (b) for any period prior to January 1, 2000, an annual interest rate of 5.16%.

2.6		“Beneficiary” or “Beneficiaries”

		Means the person or persons who will receive benefits under the Plan after the Participant’s death as determined under Article VII.

2.7		“Board of Directors”

		Means the Board of Directors of the Company, or its delegee, as constituted from time to time.

2.8		“Change in Control”

		Means:

	(a)		During any single transaction, or in a series of transactions over a twelve month period, 35% or more of the outstanding voting stock of the Company is acquired by any person or group; or

	(b)		Stockholders of the Company replace, during any twelve month period, the Board of Directors, and the newly appointed Directors are not endorsed by a majority of the then sitting Board of Directors.

	(c)		The Company is a party to a merger or similar transaction, as a result of which, a person of group acquires ownership or more that 50% of the total fair market value or total voting power of the stock of the Company.

		A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or 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.

		Notwithstanding the foregoing to the contrary, a transaction or series of transactions that does not constitute a change in ownership, change in effective control or change in the ownership of a substantial portion of the assets of the Company, each as defined in Section 1.409A-3(i)(5) of the U.S. Treasury Regulations (as amended from time to time), shall not constitute a Change in Control for purposes of the Plan.

2.9		“Code”

		Means the Internal Revenue Code of 1986, as amended from time to time. Any reference to the Code shall include any regulation and formal guidance issued thereunder.

2.10		“Company”

		Means The St. Joe Company and any successor thereto.

2.11		“Compensation”

		Means the gross base salary, commissions, and bonuses which are reported on IRS Form W-2; provided, however , regardless of when such remuneration was earned, “Compensation” does not include:

(a)		any amounts processed within pay periods which end 31 days or more after termination of employment,

(b)		sign-on and new hire referral bonuses,

(c)		commissions on sale of own residence,

(d)		severance pay,

(e)		payments made after the death of the Employee,

(f)		recoverable draws,

(g)		distributions from any qualified or nonqualified retirement plan, and

(h)		gratuities and tips.

The Employer’s classification of income and its determination as to the date paid for purposes of this paragraph shall be conclusive and binding on Participants. As used herein, the term “gross base salary” includes overtime and certain wage replacement payments such as PTO, holiday, bereavement, jury duty, disaster pay, volunteer pay, and

		military duty (in no event less than the amount required by Code Section 414(u)); elective deferrals under Code Section 402(g)(3); elective deferrals to The St. Joe Company Deferred Capital Accumulation Plan; amounts contributed or deferred under Code Section 125; and effective January 1, 2001, elective amounts that are not includible in the gross income of the Participant by reason of Code Section 132(f)(4).

2.12		“Compensation Limit”

		Means the limit under Code Section 401(a)(17) applicable to the Plan Year, as adjusted under Code Section 401(a)(17)(B).

2.13		“Disability”

		Except as provided in Section 6.4 below, “Disability” means the same as in the Qualified Pension Plan. A Participant shall not have a Disability unless the Participant is determined to have a Disability under the Qualified Pension Plan.

2.14		“Effective Date of Restatement”

		Means December 31, 2008, the effective date of this amended and restated Plan. The Plan was originally effective January 1, 1998.

2.15		“Eligible Spouse”

		Means the Participant’s surviving legal spouse who is legally married to the Participant on the date of death of the Participant.

2.16		“Employee”

		Means a person who is a common law employee of an Employer for federal income tax purposes. The following persons shall in no event be considered to be Employees for purposes of this Plan:

	(a)		Individuals having the status of an independent contractor; and

	(b)		Persons who are leased employees within the meaning of Code Section 414(n).

2.17		“Employer”

		Means the Company and any other Affiliated Employer which has adopted this Plan with the approval of the Plan Administrator.

2.18		“Employer Credit”

		Means a credit made to a Participant’s Account pursuant to Section 4.2.

2.19		“Employment Date”

		Means the same as in the Qualified Pension Plan.

2.20		“ERISA”

		Means the Employee Retirement Income Security Act of 1974, as amended from time to time. Any reference to ERISA shall include any regulations and formal guidance issued thereunder.

2.21		“Interest”

		Means a credit made to a Participant’s Account pursuant to Section 4.3.

2.22		“Participant”

		Means an Employee to whom or with respect to whom a benefit is payable under the Plan.

2.23		“Plan”

		Means The St. Joe Company Supplemental Executive Retirement Plan as herein set forth and as it may hereafter be amended from time to time.

2.24		“Plan Administrator”

		Means the Plan Administrator appointed pursuant to Section 8.1 of the Plan.

2.25		“Plan Year”

		Means the calendar year.

2.26		“Prior Plan”

		Means the St. Joe Corporation Supplemental Executive Retirement Plan, as amended and in effect immediately prior to January 1, 2000.

2.27		“Qualified Pension Plan”

		Means The St. Joe Company Pension Plan, as amended from time to time.

2.28		“Separation from Service”

		Means an Employee’s termination of employment (as defined in Section 1.409A-1(h) of the U.S. Treasury Regulations (as amended from time to time), applying the default terms thereof) on account of death, retirement or any other reason, from his or her Employer and all persons that would be treated as a single employer with his or her Employer under the rules of Code Sections 414(b) and (c), but substituting references to “at least 50%” for “at

		least 80%” each place it is used in Code Sections 1563(a)(1), (2) or (3) or Section 1.415(c)-2 of the U.S. Treasury Regulations (as amended from time to time).

2.29		“Valuation Date”

		Means the last day of each calendar quarter. The Plan Administrator may establish more frequent Valuation Dates in its discretion.

2.30		“Year(s) of Benefit Service”

		Means the same as in the Qualified Pension Plan.

2.31		“Year(s) of Vesting Service”

		Means the same as in the Qualified Pension Plan, but shall not be subject to any provisions in the Qualified Pension Plan which accelerate vesting thereunder.

Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.

ARTICLE III

ELIGIBILITY AND PARTICIPATION

3.1

Eligibility

(a)

An Employee of the Employer shall be eligible to participate in the Plan if:

	(1)		Such Employee is a member of a select group of management or highly compensated employees under Sections 201, 301 and 401 of ERISA;

	(2)		Such Employee’s Compensation paid or deferred in a Plan Year exceeds the Compensation Limit;

	(3)		Such Employee participates in the Qualified Pension Plan; and

	(4)		Such Employee is selected by the Plan Administrator to participate in this Plan.

			Each eligible Employee shall be designated as a “Tier 1 Participant” or a “Tier 2 Participant” by the Plan Administrator. If a Tier 2 Participant is re-designated as a Tier 1 Participant, or vice versa, in any Plan Year, any change in benefits resulting therefrom shall apply effective as of the beginning of such Plan Year.

	(b)		The Plan Administrator may make such projections or estimates as it deems desirable in applying the eligibility requirements, and its determination shall be conclusive. In the event that it is determined that a Participant has failed to meet the eligibility requirements for participation with respect to a Plan Year, such

Participant shall continue to participate in the Plan, but no benefits, other than Interest, shall accrue on behalf of such Participant under the Plan during such Plan Year.

3.2		Notification

		The Plan Administrator shall notify in writing each Employee whom it has determined is eligible to participate in the Plan and shall explain the rights, privileges and duties of a Participant in the Plan. The Plan Administrator shall provide to each eligible Employee a Change in Control election form as described in Section 3.4 and the beneficiary designation form necessary for the eligible Employee to make the beneficiary designation election provided for in the Plan.

3.3		Date of Participation and Enrollment

		An Employee who is eligible to participate as of the Effective Date of Restatement shall be or become a Participant as of such date. Each other Employee who becomes eligible to participate in the Plan shall become a Participant on the date determined by the Plan Administrator as set forth in the notice described in Section 3.2.

3.4		Change in Control Election

		Within no more than thirty (30) days after the date on which the Plan Administrator notifies an Employee that he or she is eligible to participate in the Plan, the Employee may irrevocably elect to receive a distribution of his Account upon a Change in Control as described in Section 6.3. Any Participant in the Plan who is an active Employee as of the Effective Date of Restatement may, on or prior to December 31, 2008 (or such earlier date as may be established by the Plan Administrator), make the same election described in the preceding sentence to receive a distribution of his or her Account upon a Change in Control, provided such election shall not take effect until January 1, 2009, and shall not cause any amounts that would not otherwise be paid in 2008 to be paid in 2008. If the eligible Employee or Participant fails to timely make such an election, he shall be deemed to have irrevocably elected not to receive a distribution upon a Change in Control.

ARTICLE IV

PARTICIPANT ACCOUNTS AND PLAN CREDITS

4.1		Separate Account

		The Plan Administrator shall maintain a separate Account for each Participant in order to reflect his interest in the Plan. Such Account shall be established and maintained solely for purposes of recording the Employer Credits and Interest which are credited to such Participant under the Plan, and no person shall accrue any right or interest to any specific asset of the Employer as a result thereof.

4.2		Employer Credits

	(a)		Employer Annual Credit

			As of the last day of each Plan Year beginning on or after January 1, 2000, the Account of each Participant shall be credited with a dollar amount equal to a percentage, as determined from the table set forth below, of his Compensation for such Plan Year paid or deferred while a Participant in the Plan, less any Base Credit allocated to such Participant under Section 5.2(b) of the Qualified Pension Plan for such Plan Year. Notwithstanding the foregoing, in the event a Participant terminates employment prior to the last day of the Plan Year on account of death, Disability, retirement or other termination of employment, then his Account shall be credited, as of the Valuation Date following such

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