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                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY

                              RETIREMENT AGREEMENT

         This Retirement Agreement (the "Agreement") is made as of the 24th day
of August, 2004, by and between Robert M. Rhodes ("Executive") and THE ST. JOE
COMPANY (the "Employer").

         WHEREAS, Executive has been employed by the Employer since February
1997, most recently as Executive Vice President;

         WHEREAS, Executive has completed his succession plan and other
responsibilities prior to the expected date of December 31, 2005 and, as a
result, the Executive and the Employer desire and intend to terminate the
employment relationship on the date set forth below; and

         WHEREAS, all references to the Employer herein shall include all
entities affiliated with the Employer.

         NOW, THEREFORE, Executive and Employer desire, and by this Agreement
     intend to be legally bound, in consideration of the mutual promises set
     forth herein, by the following terms:

I.       RETIREMENT

         Executive shall retire and his employment with the Employer shall
         terminate effective March 1, 2005 ("Retirement Date").

         As set forth on Exhibit A attached hereto, Executive will resign from
         all officer and director positions of the Employer effective the
         Retirement Date.

II.      BENEFITS

         A.       As consideration for Executive signing this Agreement, the
                  Employer shall pay to Executive in a lump sum payment on the
                  Retirement Date an amount equal to the long term incentive
                  compensation award ("LTIC") set forth in the Long-term
                  Incentive Compensation Agreement between Executive and
                  Employer, dated as of August 21, 2001, such award to be
                  calculated based on the formula set forth in such agreement
                  but without pro-ration. Executive shall also be paid regular
                  salary, bonuses (computed based on past practices), SERP and
                  DCAP benefits, and car allowances through the Retirement Date,
                  and any unused paid time off, in accordance with his existing
                  employment agreement. Executive shall receive full pension
                  credit for the LTIC award. However, Executive shall not be
                  entitled to receive any grants or awards of stock options or
                  restricted stock after the date of this Agreement.
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         B.       Executive shall be eligible for continued participation in the
                  Employer's health plan as provided by law in accordance with
                  the consolidated Omnibus Budget Reconciliation Act (COBRA)
                  Public Law No. 99-972. Participation and coverage in the
                  benefit plans not subject to COBRA provisions shall cease on
                  the Retirement Date.

         C.       As consideration for Employer signing this Agreement,
                  Executive has agreed to provide consulting services to
                  Employer through December 31, 2005. Executive and Employer
                  agree to enter into a consulting agreement in the form set
                  forth as Exhibit B.

III.     NON-COMPETITION; NON-SOLICITATION

         A.       Executive agrees that after the Retirement Date through
                  December 31, 2005 he will not accept any employment or engage
                  in any representation or consultation that does or may
                  directly or indirectly conflict with or be adverse to any
                  interest of the Employer.

         B.       Unless waived in writing by the Employer, the Executive agrees
                  that he will not, directly or indirectly, solicit for
                  employment or attempt to entice away from the Employer any
                  officer, director or employee of the Employer from the date
                  hereof through March 1, 2006.

IV.      RELEASE

         Executive, for Executive and Executive's predecessors, successors,
         assigns, and heirs, hereby agrees to discharge and release the Employer
         and, as applicable, each of its direct and indirect parent, subsidiary
         or affiliated corporations, organizations, representatives, its present
         or former owners, employees and partners, shareholders, insurers,
         successors, assigns, clients and counsel from all claims or demands
         Executive may have based on Executive's employment with the Employer or
         the termination of that employment. This includes a release of any
         rights or claims Executive may have based on any facts or events,
         whether known or unknown by the Executive, that occurred on or before
         the date of this Agreement, including, without limitation, a release of
         any rights or claims Executive may have based on:

         A.       the Federal Civil Rights Acts of 1966, 1970, 1971, 1964 and
                  1991, as amended; the Age Discrimination in Employment Act of
                  1967, as amended; the Americans with Disabilities Act of 1990;
                  the Rehabilitation Act of 1973; the Equal Pay Act of 1963; the
                  Worker Adjustment Retraining and Notification Act;

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         B.       the laws of the State of Florida concerning wages, employment
                  and discharge; any local, county or city employment laws; or
                  any other law, rule, regulation or ordinance pertaining to
                  employment, or termination of employment;

         C.       claims arising out of any legal restrictions of the right to
                  terminate the Employer's employees such as wrongful or
                  unlawful discharge or related causes of action;

         D.       intentional infliction of emotional distress; or

         E.       violations of any contract express or implied, except for
                  violations of this Agreement as excepted in Section V.

V.       NO FUTURE LAWSUITS, COMPLAINTS OR CLAIMS

         Except for legal action to enforce Executive's rights granted in
         Section II and to obtain an interpretation of any provision of this
         Agreement, Executive promises never to file any petitions, charges,
         complaints, grievances, lawsuits, or related documents with any
         judicial or administrative agency or union relating to any matter
         released herein concerning the Employer, Executive's employment with
         the Employer, or Executive's retirement therefrom. If any such actions
         are filed on his behalf, Executive shall not accept any relief or
         recovery from such action.

         In the event that the Employer performs its obligations under this
         Agreement and is required to defend a discrimination lawsuit or charge
         of discrimination filed by Executive or on his behalf that is in breach
         of this Agreement, Executive shall be liable for all reasonable
         expenses (including reasonable discovery and other court costs and
         reasonable attorneys' fees) incurred in defending the same, regardless
         of the outcome. In the event that the Employer takes appropriate action
         pursuant to Executive's breach of any provision of this Agreement, all
         of his other obligations under this Agreement shall remain in full
         force.

VI.      PERIOD FOR REVIEW AND CONSIDERATION OF AGREEMENT

         If Executive is over the age of 40, Executive confirms that Executive
         has been given twenty-one (21) days to review and consider this
         Agreement before signing it. Executive understands that Executive may
         use as much or as little of this period as Executive wishes prior to
         signing.

VII.     EXECUTIVE'S RIGHT TO REVOKE AGREEMENT

         If this Agreement is signed by Executive and returned to the Employer
         within the time specified in Section VI, Executive may revoke this
         Agreement within seven (7) calendar days of the date of the Executive's
         signature. Revocation can be made by delivering a written notice of
         revocation to the Employer, attention

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         Rachelle Gottlieb. For this revocation to be effective, written notice
         must be received no later than close of business on the seventh (7th)
         calendar day (or next business day thereafter) after Executive signs
         this Agreement. If Executive revokes this Agreement, it shall not be
         effective or enforceable and Executive will not receive the payments
         described in Section II.

IX.      TAXES

         Executive is responsible for any tax liability associated with payments
         provided under this Agreement. The Employer has the right to withhold
         taxes from such payments to the extent required by law.

X.       RETURN OF EMPLOYER PROPERTY; BUSINESS EXPENSES

         Executive shall return to the Employer all Employer property,
         including, but not limited to, keys, credit cards, badges, files,
         records, computer access codes, computer programs, instruction manuals,
         documents, business plans, financial projections and other property
         which he received or prepared or helped to prepare in connection with
         his employment with the Employer, and also agrees to assign to the
         Employer all right, title and interest in such property, and any other
         inventions, discoveries, or works of authorship created by him during
         (but not after) the course of his employment with the Employer.
         Executive shall cooperate with any reasonable request of the Employer
         to perfect the Employer's right, title and interest in such property.

         Executive agrees that he will timely submit all requests for business
         expense reimbursements and pay all balances on his corporate credit
         card incurred prior to the Retirement Date.

XI.      SEVERABILITY AND JUDICIAL RESTATEMENT

         Executive and the Employer agree that the provisions of this Agreement
         are severable and divisible. In the event any portion of this Agreement
         is determined to be illegal or unenforceable, the remaining provision
         of this Agreement shall remain in full force and effect.

XII.     MISCELLANEOUS

         This Agreement supercedes and terminates all prior employment,
         severance and long-term incentive compensation agreements between
         Executive and Employer effective the Retirement Date. This Agreement
         and the Consulting Agreement constitute the entire agreement between
         Executive and Employer with respect to Executive's retirement.
         Executive's option agreements shall remain in full force and effect on
         and after the Retirement Date.

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         This Agreement shall be governed by and construed in accordance with
         the laws of the State of Florida, without reference to principles of
         conflict of laws thereunder.

         The captions of this Agreement are not part of the provisions hereof
         and shall not have any force or effect.

         This Agreement may not be amended or modified otherwise than by a
         written agreement executed by the parties hereto or their respective
         successors and legal representatives.

         Nothing contained in this Agreement is intended to be, or shall be
         construed to be, an admission of any liability by any party or an
         admission of the existence of any facts upon which liability could be
         based.

         Executive acknowledges and represents that Executive has voluntarily
         executed this Agreement.

         The parties agree to indemnify one another for any costs, losses,
         damages, or expenses, including attorneys fees, which arise from the
         breach of this Agreement.

PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF CERTAIN KNOWN AND
UNKNOWN CLAIMS INCLUDING THOSE PURSUANT TO THE AGE DISCRIMINATION IN EMPLOYMENT
ACT, AS AMENDED, AND OTHER LAWS PROHIBITING DISCRIMINATION IN EMPLOYMENT.

EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS READ THIS AGREEMENT, UNDERSTANDS IT
AND IS VOLUNTARILY ENTERING INTO IT.

                                      THE ST. JOE COMPANY


                                      By: _______________________________
                                               Rachelle Gottlieb
                                               Vice President
                                               Human Resources


                                      ----------------------------------
                                               Robert M. Rhodes

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                                                                       EXHIBIT A

                                   RESIGNATION

         The undersigned hereby resigns from all positions, including without
limitation those of officer and director, of The St. Joe Company and of all
corporations, limited partnerships, limited liability companies and other
entities affiliated with The St. Joe Company, effective March 1, 2005.

                                             ----------------------
                                             Robert M. Rhodes

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                                                                       EXHIBIT B

AGREEMENT NO. _______________

                       AGREEMENT FOR PROFESSIONAL SERVICES
                              [CORPORATE SERVICES]

     THIS AGREEMENT (this "Agreement") shall be effective as of March 1, 2005,
between THE ST. JOE COMPANY, a Florida corporation, with an address of 245
Riverside Avenue, Suite 500, Jacksonville, Florida 32202 ("Company"), and Robert
M. Rhodes, with an address of ______________ ("Consultant").

-        Company Contacts:

         Peter Rummell
         Kevin Twomey
         Christine M. Marx
         Chris Corr

-        Telephone Number:

         (904) 301-4200

                                   WITNESSETH:

         WHEREAS, Company and Consultant have entered into a Retirement
Agreement, dated as of August 24, 2004 (the "Retirement Agreement") which was
signed by Company in consideration for Consultant entering into this Agreement
with Company; and

         WHEREAS, Company desires to retain consultant to perform the services
described herein, and Consultant desires to be retained to perform such
services.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and obligations herein contained, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:

         1.       TERM. This Agreement shall commence March 2, 2005 and
                  terminate December 31, 2005.

         2.       SCOPE OF SERVICES. Consultant shall promptly and
                  professionally perform legal and public affairs services as
                  requested by any of the Company Contacts identified above from
                  time to time for up to 10 hours per month through December 31,
                  2005 (the "Services").

         3.       COMPENSATION. As set forth above, Consultant is providing the
                  Services in consideration for Company entering into the
                  Retirement Agreement. No

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                  additional compensation will be paid to Consultant for the
                  performance of the Services. Notwithstanding the foregoing, it
                  is understood that Consultant will be compensated for other
                  services not covered by this Agreement for which he may be
                  hired by the Company pursuant to a separate agreement.

         4.       REIMBURSABLE EXPENSES. Reimbursable Expenses will be
                  reimbursed by Company. For purposes of this Agreement,
                  "Reimbursable Expenses" are defined as reasonable actual
                  expenditures incurred by Consultant in connection with the
                  performance of the Services. All Reimbursable Expenses shall
                  be reimbursed at actual cost, without mark-up by Consultant.
                  All Reimbursable Expenses incurred externally by Consultant
                  shall be documented to Company by original invoices or
                  receipts. All Reimbursable Expenses incurred internally by
                  Consultant shall be documented in a manner acceptable to
                  Company (i.e. copy logs, etc.)

         5.       CONFIDENTIALITY OF MATERIAL.


                  a.       Confidentiality Obligation. Consultant may, during
                           the course of providing the Services, have access to
                           and acquire knowledge regarding Company's assets,
                           business, plans, strategies, customers, materials,
                           data, systems and other information of or with
                           respect to Company, its direct and indirect
                           subsidiaries and affiliated companies and officers,
                           directors, employees or agents of Company and such
                           subsidiaries and affiliates, which may not be
                           accessible or known to the general public. Any
                           knowledge regarding the foregoing acquired by
                           Consultant through his engagement hereunder, and any
                           product or material produced for or in connection
                           with this Agreement, shall not be used, published or
                           divulged by Consultant to any other person, firm or
                           corporation in any manner or connection whatsoever
                           without Consultant first having obtained written
                           permission of the Company, which permission Company
                           may withhold in its sole discretion. Consultant
                           specifically agrees that the foregoing
                           confidentiality obligation applies to any information
                           acquired by or disclosed to Consultant in any
                           document provided to Consultant by Company.

                  b.       Return of Materials. At Company's request, Consultant
                           shall promptly deliver to Company all materials
                           provided to Consultant prior to and during the term
                           of this Agreement.

                  c.       Survival. The provisions of this Section shall
                           survive the expiration or earlier termination of this
                           Agreement.

         6.       CONFLICT OF INTEREST.

                  a.       During the term of this Agreement, Consultant agrees
                           not to accept any employment or engage in any
                           representation or consultation that does or may
                           directly or indirectly conflict with or be adverse to
                           any interest of

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                           Company, including without limitation, any employment
                           by or representation of a government entity or agency
                           that regulates Company or in which any of Company's
                           land is located.

         7.       PROMOTION.

                  a.       No Use of Name. Consultant shall acquire no right
                           under this Agreement to use, and without Company's
                           prior written consent Consultant shall not use, the
                           name of Company or any of its related, affiliated or
                           subsidiary companies (i) in any of Consultant's
                           advertising, publicity or promotional materials, (ii)
                           to express or imply any endorsement by Company of
                           Consultant's services, or (iii) in any other manner
                           whatsoever, whether or not similar to the uses
                           specifically prohibited herein.

                  b.       Ownership of Work Product. Title to all tangible work
                           product produced by Consultant pursuant to this
                           Agreement shall become and remain the sole and
                           exclusive property of Company. To the extent the
                           Services performed under this Agreement produce or
                           include copyrightable materials or designs, such
                           deliverables are work made for hire for Company as
                           the author, creator, or inventor thereof upon
                           creation, and Company shall have all rights therein
                           pertaining, including, without limitation, rights of
                           reproduction. This provision shall be construed as
                           and constitute a complete assignment to Company of
                           any and all rights Consultant may have (if any) in
                           this regard. The Consultant acknowledges that Company
                           is the motivating force and factor, and for purposes
                           of copyright or patent, has the right to such
                           copyrightable or patentable deliverables produced by
                           Consultant under this Agreement.

                  c.       Deliverables. Consultant shall submit all
                           deliverables to Company upon completion thereof
                           unless it is necessary for Consultant, in Company's
                           sole discretion, to retain possession for a longer
                           period of time. If Consultant's services are
                           terminated prior to the expiration of this Agreement,
                           Consultant shall immediately deliver to Company all
                           deliverables, regardless of the stage of completion.
                           Company shall have and retain all rights to use any
                           and all deliverables. Consultant may retain copies of
                           such deliverables for her permanent records, provided
                           such documents are not used by Consultant for any
                           purpose or shown or given to any third party without
                           Company's express prior written consent, which
                           consent may be withheld at Company's sole discretion.

                  d.       Survival. The provisions of this Section 7 shall
                           survive the expiration or earlier termination of this
                           Agreement.

         8.       WARRANTY. Consultant hereby represents that he shall comply
                  with applicable laws, including professional registration for
                  all required basic disciplines; and that he shall perform said
                  services in accordance with generally accepted professional

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                  standards and in expeditious and economical manner consistent
                  with the best interests of the Company.

         9.       ASSIGNMENT & AGENCY.

                  a.       No Assignment. This Agreement is for the personal
                           services of Consultant and may not be assigned by
                           Consultant, and it shall not be assignable by
                           operation of law without the prior written consent of
                           Company, which consent Company may withhold in its
                           sole discretion. All work shall be performed by
                           Consultant.

                  b.       Independent Contractor. It is the express intention
                           of the parties that Consultant is an independent
                           contractor and not an employee, agent, joint venturer
                           or partner of Company. Nothing in this Agreement
                           shall be interpreted or construed as creating or
                           establishing the relationship of employer and
                           employee between Company and Consultant. Both parties
                           acknowledge that Consultant is not an employee for
                           state or federal tax purposes. Subject to Section 6
                           of this Agreement, Consultant shall retain the right
                           to perform services for others during the term of
                           this Agreement. Since Consultant is not Company's
                           employee, Consultant is responsible for paying all
                           required state and federal taxes. In particular:

                           i.       Company shall not withhold FICA (Social
                                    Security) from Consultant's payments;

                           ii.      Company will not make state or federal
                                    unemployment insurance contributions on
                                    Consultant's behalf;

                           iii.     Company will not withhold state or federal
                                    income tax from payments to Consultant;

                           iv.      Company will not make disability insurance
                                    contributions on behalf of Consultant; and

                           v.       Company will not obtain workers'
                                    compensation insurance on behalf of
                                    Consultant.

                  c.       W-9. Consultant shall complete, execute and deliver
                           to Company, a Request for Taxpayer Identification and
                           Certification Form (W-9) no later than March 2, 2005.

         10.      TERMINATION. Notwithstanding anything to the contrary herein,
                  Company shall have the right, in its sole discretion and with
                  or without cause, to terminate this Agreement upon three (3)
                  days' prior written notice to Consultant. In the event of such
                  termination, Company's sole obligation and liability to
                  Consultant shall be to pay for authorized Reimbursable
                  Expenses incurred through the date of

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                  such termination for which Consultant shall invoice Company in
                  accordance with the terms of this Agreement.

         11.      NO THIRD PARTY BENEFICIARIES. It is the intention of the
                  parties hereto that no person or entity other than a party
                  hereto shall be entitled to bring any action to enforce any
                  provision of this Agreement against the other party hereto,
                  and that the covenants, undertakings, and agreements set forth
                  in this Agreement shall, unless provided otherwise, be solely
                  for the benefit of, and shall be enforceable only by the
                  parties hereto and their respective successors and permitted
                  assigns.

         12.      ATTORNEYS' FEES. In the event that either party brings an
                  action at law or any other proceeding against the other party
                  to enforce any of the terms, covenants or conditions hereof,
                  or by reason of any breach or default hereunder, the party
                  prevailing in any such action or proceeding shall be paid all
                  costs and reasonable attorneys' fees by the other party in
                  such amounts as shall be set by the court, at trial and on
                  appeal.

         13.      DETERMINATION OF DISPUTES. Any disputes, differences, claims
                  or counterclaims between Company and Consultant shall be
                  submitted to the appropriate court in the County of Duval,
                  State of Florida, having jurisdiction over the subject matter,
                  it being specifically agreed that venue shall be Duval County
                  for all disputes. In any such dispute, Consultant agrees to
                  out-of-state service in accordance with the applicable rules
                  of civil procedure and state law. This Agreement shall be
                  governed by, and be construed in accordance with, the laws of
                  the State of Florida without regard to principles of conflicts
                  of law. COMPANY AND CONSULTANT EXPRESSLY WAIVE ANY RIGHT TO A
                  TRIAL BY JURY WITH RESPECT TO ANY LITIGATION ARISING
                  HEREUNDER.

         14.      NOTICES. Any notice, demand, consent, authorization, request,
                  approval or other communication that any party is required, or
                  may desire, to give to or make upon the other party pursuant
                  to this Agreement ("Notice") shall be effective only if in
                  writing, signed by the party giving Notice and delivered
                  personally to the other parties or sent by express 24-hour
                  guaranteed courier or delivery service or by certified mail of
                  the United States Postal Service, postage prepaid and return
                  receipt requested, addressed to the other party as follows (or
                  to such other place as any party may by Notice to the others
                  specify):

                  TO COMPANY:

                  The St. Joe Company
                  Attn: Christine M. Marx
                  245 Riverside Avenue, Suite 500
                  Jacksonville, Florida 32202
                  Telephone Number: 904-301-4450

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                  TO CONSULTANT: At the address shown on the front page of this
                  agreement

                  Notice shall be deemed given when received, except that if
                  delivery is not accepted, Notice shall be deemed given on the
                  date of such non-acceptance.

         15.      PARTIAL INVALIDITY. If any provision in this Agreement is held
                  by a court of competent jurisdiction to be invalid, void, or
                  unenforceable, the remaining provisions will nevertheless
                  continue in full force without being impaired or invalidated
                  in any way.

         16.      CAPTIONS. The captions contained in this Agreement are
                  inserted for convenience of reference only and shall not be
                  construed in any manner for the purpose of interpreting the
                  provisions hereof.

         17.      ENTIRE AGREEMENT. This Agreement supersedes any and all
                  agreements, either oral or written, between the parties hereto
                  with respect to the rendering of services by Consultant for
                  Company, and contains all the covenants and agreements between
                  the parties with respect to the rendering of such services.
                  Any modification of this Agreement will be effective only if
                  in writing signed by both parties.

         IN WITNESS WHEREOF, Company and Consultant have caused this Agreement
to be duly executed on the date set forth below.

"COMPANY"

                                       "CONSULTANT"

THE ST. JOE COMPANY,
a Florida corporation                  Robert M. Rhodes

______________________________         _____________________________
Authorized Signature                   Authorized Signature

______________________________         _____________________________
Printed Name                           Printed Name

______________________________         _____________________________
Title                                  Date
______________________________         _____________________________
Date                                   FEIN/SS #

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