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                                                                   Exhibit 10.23


                             STOCK OPTION AGREEMENT
                             ----------------------
                                 (NONSTATUTORY)


                                 AWARD DETAILS:

Participant:                               _____________________________________
Plan Year:                                 _____________________________________
Number of Common Shares subject to Option: _____________________________________
Date of Grant:                             _____________________________________
Exercise Price:                            _____________________________________


                                   AGREEMENT:

     This Stock Option Agreement ("Agreement") is entered into between the
Participant and The St. Joe Company, a Florida corporation (the "Company"), as
of the Date of Grant pursuant to the Company's Stock Incentive Plan for the
designated Plan Year (the "Plan").

     WHEREAS, the Company desires to grant, and Participant desires to receive,
a nonstatutory stock option pursuant to the terms and conditions of the Plan and
this Agreement,

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

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

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

     3. Vesting of Option. The first one-quarter (1/4) of the Common Shares
subject to this Option shall vest when the Participant completes 12 months of
continuous service from the Date of Grant, and an additional one-quarter (1/4)
of the Common Shares shall vest on the first day of each year of continuous
service thereafter; provided, however, that such vesting shall be accelerated or
delayed as a result of the first of the following events to occur:

        (a) Death. If the Participant dies, the Option shall become vested in
full as of the date of the Participant's death, and shall be exercisable by the
appropriate beneficiary(ies) as set forth herein.

        (b) Disability. If the Participant 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), the Option shall become vested
in full as of the date of the disability.


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        (c) Corporate Event. If there is a Corporate Event (as defined below),
unless sooner vested pursuant to the terms of this Agreement, the Option shall
become vested in full as of the earlier of the Company's subsequent termination
of the Participant's employment for any reason other than Cause, or the first
anniversary of the date of the Corporate Event.

        (d) Termination for Cause.  Notwithstanding any provision in this
Agreement to the contrary, if the Participant is terminated for Cause, the
Company may revoke all or any part of the Option, whether or not vested.

     For purposes of vesting, the Participant's service remains "continuous"
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
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.

     4. Term of the Option. This Agreement and the Participant's right to
exercise the vested portion of the Option shall expire on the earlier of the
10th anniversary of the Date of Grant or the deadline specified for any of the
following events:

        (a) Death.  If Participant dies, the Option must be exercised by the
appropriate beneficiary(ies) within 12 months after the date of death.

        (b) Disability. If Participant becomes permanently or totally disabled
(as those terms are defined in the Company's long-term disability plan, as in
effect on the date of such determination), the Option must be exercised within
12 months after the date of the disability.

        (c) Retirement. If the Participant's employment terminates because of
retirement, the vested portion of the Option must be exercised within 12 months
after such retirement. For purposes of this Agreement, "retirement" means either
(i) the Participant is eligible to receive an immediate pension under the
Company's Pension Plan (whether or not the Participant actually elects to have
his/her pension commence immediately), or (ii) the Committee determines that the
Participant's termination of employment constitutes "retirement."

        (d) Other Termination of Employment. If the Participant's employment
terminates for any reason other than death, disability, retirement or Corporate
Event, the vested portion of the Option must be exercised within 3 months after
such termination.

        (e) Corporate Event.  If there is a Corporate Event, the Option must be
exercised within 12 months after the date the Option vests due to the Corporate
Event.

     5. Corporate Event.  As used in this Agreement, "Corporate Event" means the
occurrence of any of the following events after the date of this Agreement:

        (a) The Company is a party to 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.






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        (b) The sale, transfer, exchange or other disposition of all or
substantially all of the Company's assets.

        (c) The liquidation or dissolution of the Company.

        Notwithstanding the foregoing, 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.

     6. Amendment of Employment/Severance Agreement. By executing this
Agreement, the Participant and the Company hereby agree that this Agreement
constitutes an amendment of 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 of
stock options in the event of a "change in control" (as defined therein) shall
not apply to the options awarded under this Agreement. Participant agrees to
execute any additional documentation requested by the Company to further
evidence such amendment.

     7. Exercising Vested Stock Options. The following provisions apply to the
exercise of the Option:

        (a) Notice of Exercise and Payment. When the Participant wishes to
exercise all or a part of the Option, Participant must notify the Company by
filing a signed "Notice of Exercise" in the form and manner prescribed by the
Company. The notice will be effective when it is received by the Company. If the
Option is being exercised following Participant's death, the notice must be
signed and filed by the beneficiary(ies) and must be accompanied by proof
(satisfactory to the Company) of each beneficiary's right to exercise the
Option. Full payment of the Exercise Price, in a form deemed permissible by the
Committee, may be required at the time of filing the notice.

        (b) Restrictions on Exercise. The Company will not permit Participant to
exercise any portion of the Option if the exercise of the Option or issuance of
shares at that time would violate any applicable law, regulation or Company
policy.

        (c) Withholding Taxes and Stock Withholding. Participant will not be
allowed to exercise any portion of the Option unless Participant makes
arrangements acceptable to the Company to pay any withholding taxes that may be
due as a result of the exercise. These arrangements may include (i) a cash
payment by the Participant, (ii) withholding Common Shares that otherwise would
be issued to the Participant upon exercise of the Option, the Fair Market Value
of which equals the minimum statutory withholding requirement, or (iii)
tendering to the Company Common Shares held by the Participant for at least six
(6) months prior to the exercise of the Option. The Fair Market Value of such
Common Shares shall be determined as of the effective date of the Option
exercise.

        (d) Limitations on Transfer and Exercise.

            (i) During Participant's Lifetime. During the Participant's
lifetime, the Option may be exercised only by the Participant. The Option and
the rights and privileges



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conferred hereby shall not be sold, pledged or otherwise transferred (whether
by operation of law or otherwise) and shall not be subject to sale under
execution, attachment, levy or similar process. The Participant may, however,
transfer the Option to a trust for immediate family members if the Committee
consents and the trustee and beneficiaries of such trust agree to be bound by
the terms of the Plan and the Option.

            (ii) Upon Participant's Death. Upon Participant's death, the Option
may be transferred by beneficiary designation, bequest, or inheritance (pursuant
to the applicable state's laws of descent and distribution). The Option may
thereafter be exercised by the personal representative of Participant's estate
or by any person who has acquired the Option from the Participant by beneficiary
designation, bequest or inheritance.

            (iii) Divorce. Regardless of any marital property settlement
agreement, the Company is not obligated to honor a notice of exercise from the
Participant's former spouse, nor is the Company obligated to recognize the
Participant's former spouse's interest in the Option in any other way.

            (iv) After Exercise. The Participant agrees not to sell any
Common Shares purchased pursuant to the exercise of the Option if applicable
laws or Company policies prohibit such a sale.

     8. Company Policies. Participant agrees that he or she has read and
will comply with The St. Joe Company Insider Trading Policy and The St. Joe
Company Code of Conduct. Copies of such policies are available on the Company's
website, through the office of the Company's Vice President of Human Resources
or through the office of the Company's General Counsel.

     9. No Retention Rights. Neither the Option nor anything contained in
this Agreement shall give the 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 the
Participant's service at any time, with or without Cause.

     10. Compliance with Law 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 transfer any Common Shares pursuant to the exercise of the Option
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 the Option under Federal or state securities laws.

     11. Regulation by the Committee. This Agreement and the Option 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.




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     12. 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 the Option and the applicable
Exercise Price may be adjusted pursuant to the Plan if deemed appropriate by the
Committee in its sole discretion.

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

     14. Participant's Access to the Plan.  The Participant may obtain an
additional copy of the Plan by contacting The St. Joe Company Human Resources
Department in Jacksonville, Florida.

     This Agreement and the Plan constitute the entire understanding between
Participant and the Company regarding the Option. 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 __________________               __________________________________________



                                      THE COMPANY


Date __________________               By: ______________________________________
                                      Name:
                                      Title:







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