EX-10.42



 Exhibit 10.42 

 

			
		  	 The St. Joe Company
 133 South
WaterSound Parkway,
 WaterSound, Florida 32413


 May 3, 2011 
 Hugh M. Durden 
 Chairman 
 Alfred I. duPont Testamentary Trust 
 510 Alfred duPont Place 

Jacksonville, FL 32202 
 Dear Hugh: 

Reference is made to the letter agreement between you and The St. Joe Company (the “Company”), dated March 4, 2011 (the “Interim CEO
Agreement”). This letter agreement amends the Interim CEO Agreement by extending the term during which you are empowered to act as the interim Chief Executive Officer of the Company (“Interim CEO”). Such term shall be for a period
ending on the earlier of (i) 30 days from the date hereof, (ii) the effective date that the Company hires a full-time Chief Executive Officer or (iii) such date as the Board may determine in its sole discretion. You will be paid
$50,000 for your service as the Interim CEO for such term. 
 All other terms and conditions of the Interim CEO Agreement, including, without
limitation, your authority and duties as Interim CEO and compensation therefor, remain in full force and effect. 
 Please acknowledge
acceptance of the foregoing by executing the letter below and returning it to my attention. Please retain a copy for your records. 
  

			
	Sincerely,
	
	The St. Joe Company
		
	By:	 	 





	Name:	 	 BRUCE R. BERKOWITZ

	Title:	 	 CHAIRMAN



  

			
	AGREED AND ACCEPTED:
	
	 





	Hugh M. Durden
		
	Date:	 	 5/4/2011









  

			
		  	 The St. Joe Company
 133 South
WaterSound Parkway,
 WaterSound, Florida 32413
  

March 4, 2011


 Hugh M. Durden 

Chairman 
 Alfred I. duPont Testamentary Trust

 510 Alfred duPont Place 

Jacksonville, FL 32202 
 Dear Hugh: 

This letter agreement confirms that you are empowered to act, solely in your capacity as a director of The St. Joe Company (the
“Company”) and as a member of the Executive Committee of the Board of Directors of the Company (the “Board”) and not as an employee or officer of the Company, as the interim Chief Executive Officer of the Company (“Interim
CEO”) for a period of 60 days from the date hereof, or such earlier date as the Board may determine in its sole discretion. As Interim CEO, you will exercise the authority and perform the duties of the Chief Executive Officer of the Company
reporting to and under the direction of the Executive Committee of the Board. While you are Interim CEO, the Company will continue its search for a permanent Chief Executive Officer. 

In addition to the regular compensation that you receive as a non-employee director of the Board, you will be paid $100,000 for your
service as the Interim CEO. You acknowledge and agree that you will be treated as an independent contractor (and not as an employee) of the Company and that you will not be eligible for, or entitled to receive, any employee benefits, severance
benefits or other compensation. The Company will reimburse you for all reasonable business expenses incurred in accordance with its customary policies. 
 Please acknowledge acceptance of the foregoing by executing the letter below and returning it to my attention. Please retain a copy for your records. 








			
	Sincerely,
	
	The St. Joe Company
		
	By:	 	 





	Name:	 	Bruce R. Berkowitz
	Title:	 	Chairman of the Board


  

			
	AGREED AND ACCEPTED:
		
	By:	 	 





	Name:	 	Hugh M. Durden
	Date:	 	3/5/11