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                                                                   Exhibit 10.24


                     BONUS AWARD RESTRICTED STOCK AGREEMENT
                     --------------------------------------

                                 AWARD DETAILS:

Participant:
                                                      --------------------------
Plan Year:
                                                      --------------------------
Number of Restricted Shares:
                                                      --------------------------
Date of Grant:
                                                      --------------------------
Fair Market Value (at close of business day before
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 and the Award
Details listed above 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 the number of Restricted Shares listed above, subject
to the terms and conditions of the Plan and this Agreement.

     3. Vesting of Restricted Shares. The first one-half (1/2) of the Restricted
Shares shall vest when the Participant completes two years of continuous service
from the Date of Grant, and the second one-half (1/2) of the Restricted Shares
shall vest when the Participant completes three years of continuous service from
the Date of Grant; 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 Restricted Shares shall become
vested in full as of the date of the Participant's death.

        (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 Restricted Shares shall
become vested in full as of the date of the disability.

        (c) Corporate Event. If there is a Corporate Event, the Restricted
Shares shall become vested in full: (i) on the date which is three hundred sixty
(360) days after the date of the Corporate Event, if the Participant remains in
continuous service until such date, or (ii) on the date



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the Company terminates the Participant's employment, without Cause, following
the Corporate Event. For purposes of this Subsection, "Corporate Event" means
(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, (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.

        (d) Termination for Cause. If the Participant's employment is terminated
for Cause, the Committee may revoke all or any portion of the Restricted Shares.

        (e) Retirement. If the Participant retires, the Restricted Shares shall
continue to vest after his or her retirement according to the terms of this
Agreement so long as the Participant does not perform services (in an employee,
independent contractor or other capacity) on a substantially full-time basis for
any third party. For purposes of this Agreement, "retirement" shall mean (i)
termination of employment for other than Cause after completion of five
continuous years of service with the Company and attainment of age 62, or (ii)
as otherwise affirmed by the Compensation Committee. The Compensation Committee
shall determine, in its sole discretion, if services are performed on a
"substantially full-time basis."

     For purposes of vesting under this Section, 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, 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.

     4. Restrictions on Transfer of Restricted Shares. Until the Restricted
Shares become vested pursuant to Section 3, the Restricted Shares 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.

     5. Forfeiture of Restricted Shares. If the Participant's employment
terminates, all Restricted Shares that are not vested under Section 3 as of the
date of such termination of employment shall automatically revert to the Company
(without any payment to the Participant) as of the date of termination of
employment. No additional Restricted Shares shall vest after the Participant's
employment terminates. If the Participant retires, this paragraph shall not
apply unless and until the Participant is found to be working on a substantially
full-time basis in violation of paragraph 3(e).

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

     7. 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.



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     8. 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.

     9. 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 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.

     10. 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 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.

        (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.

     11. 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.

     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 this award may be adjusted
pursuant to the Plan if deemed appropriate by the Committee in its sole
discretion.

     13. Term of Agreement. This Agreement terminates when all Restricted Shares
are either vested or canceled as provided in the Plan and this Agreement.



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     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 St. Joe Company Human Resources Department
in Jacksonville, Florida.

     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 __________________                _________________________________________



                                       THE COMPANY



Date __________________                By: _____________________________________
                                       Name:
                                       Title:





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