exv10w16






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




1









 






	 	 	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.




2









 












	 	 	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




3









 






	 	 	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.




4









 






	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




5









 






	 	 	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




6









 






	 	 	 	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




7









 












	 	(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 termination of employment, with a
dollar amount based on the amount of Compensation paid or deferred while a
Participant in such Plan Year and the Employer Credit percentage determined from the
table below, less any Base Credit allocated to such Participant under Section 5.2(b)
of the Qualified Pension Plan for such Plan Year.





	 	 	 	 	 	 	 	 	 
	 	 	Employer Credit for a	 	Employer Credit for a
	 	 	Tier 1 Participant	 	Tier 2 Participant
	 	 	Stated as a	 	Stated as a
	Attained Age as of	 	Percentage of	 	Percentage of
	First Day of Plan Year	 	Compensation	 	Compensation
	Less than Age 25
	 	 	8	%	 	 	8	%
	Age 25, but not Age 35
	 	 	9	%	 	 	9	%
	Age 35, but not Age 45
	 	 	10	%	 	 	10	%
	Age 45, but not Age 55
	 	 	14	%	 	 	11	%
	Age 55 or older
	 	 	18.25	%	 	 	12	%







	 	(b)	 	Employer Transition Credit
	 
	 	 	 	In addition to annual Employer Credits described in (a) above, each Participant
shall be entitled to Employer Transition Credits as described herein; provided,
however, that no Employer Transition Credits shall be made on behalf of a
Participant unless he is entitled to Transition Credits under Section 5.2(c) of the
Qualified Pension Plan. As of the last day of each of the nine (9) Plan Years
beginning on and after January 1, 2000, the Account of each Participant shall be
credited with a dollar amount equal to a percentage, determined in accordance with
the table set forth below of his Compensation paid or deferred in such Plan Year
while a Participant in the Plan, less any Transition Credit allocated to such
Participant under Section 5.2(c) of the Qualified Pension Plan for such Plan Year.




8









 











	 	 	 	 	 	 	 
	Attained Age as of	 	Years of Benefit Service	 	Transition Credit Stated as a
	February 1, 1999	 	as of February 1, 1999	 	Percentage of Compensation
	N/A
	 	20 or more	 	 	26	%
	At least Age 40
	 	10 but not 20	 	 	23	%
	Less than Age 40
	 	10 but not 20	 	 	19	%
	N/A
	 	5 but not 10	 	 	16	%







	 	 	 	Employer Transition Credits will only be made for nine (9) Plan Years with the first
Plan Year beginning January 1, 2000, and the last Plan Year in which a Transition
Credit will be made beginning January 1, 2008. Notwithstanding the foregoing, a
Transition Credit will be made with respect to an eligible Participant’s
Compensation paid or deferred while a Participant in the calendar month beginning
January 1, 2009 and ending January 31, 2009. The Employer Transition Credit, if
any, to be made on behalf of a Participant shall be determined based on the
Participant’s Age and credited Years of Benefit Service as of February 1, 1999 and
shall not change as a result of a Participant’s increase in Age or credited Years of
Benefit Service after that date.
	 
	 	 	 	Employer Transition Credits shall only be made as of the last day of the Plan Year;
provided, however, 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 termination of employment, with a dollar amount based on the
amount of Compensation paid or deferred while a Participant in such Plan Year and
the Employer Transition Credit percentage determined from the table above, if any,
less any Transition Credit allocated to such Participant under Section 5.2(c) of the
Qualified Pension Plan for such Plan Year.
	 
	 	(c)	 	Initial Account Balance Credit (Applies only to Participants on January 1,
2000)
	 
	 	 	 	The Account of an Employee who is a Participant as of January 1, 2000 (including a
Tier 1 and Tier 2 Participant) shall be credited with an Initial Account Balance
Credit as described herein. The Initial Account Balance Credit shall be the dollar
amount which would have been credited to the Participant’s Account had the
provisions of (a) above been in effect since such Participant’s Employment Date,
calculated by using the Participant’s Compensation paid during any Plan Year from
his Employment Date to December 31, 1999. The Initial Account Balance Credit of a
Participant who is entitled to an Employer Transition Credit pursuant to (b) above,
shall include an amount calculated under the table set forth in (b) above for the
period from February 1, 1999 to December 31, 1999 using the Participant’s
Compensation paid or deferred during such period of time.
	 
	 	 	 	In addition, the Initial Account Balance Credit shall include an Interest credit to
be made to a Participant’s Account as of January 1, 2000. Such Interest credit
shall be




9









 






	 	 	 	equal to the dollar amount of Interest credit which would have been made to the
Participant’s Account had the provisions of Section 4.2(a) and (b) above and the
provisions of Section 4.3(a) below been in effect since such Participant’s
Employment Date.






	4.3	 	Interest






	 	(a)	 	A Participant’s Account shall be credited with Interest for the Plan Year.
Interest shall be credited (except as hereinafter provided) on the last day of the Plan
Year and shall be determined by multiplying the balance in the Participant’s Account as
of the first day of the Plan Year by the Applicable Interest Rate for the Plan Year.
If the Participant’s Annuity Starting Date occurs in a Plan Year, Interest shall be
credited as of the Participant’s Annuity Starting Date by prorating the otherwise
Applicable Interest Rate based upon the number of complete calendar months which have
elapsed from the beginning of the Plan Year to the Participant’s Annuity Starting Date.
	 
	 	(b)	 	Interest shall be credited in accordance with the foregoing on behalf of all
Participants.






	4.4	 	Adjustments






	 	(a)	 	Prior Accrued Benefits. The Account balance determined in accordance
with the foregoing provisions of this Article IV on behalf of a Participant who
participated in the Prior Plan shall constitute such Participant’s total benefit under
the Plan and shall be paid, as provided in this Plan, in lieu of any benefit accrued by
such Participant under Article VIII of the Prior Plan prior to January 1, 2000 and in
full satisfaction of any liability to such Participant for such Plan benefits.
	 
	 	(b)	 	Special Credits. Notwithstanding any other provision of the Plan to
the contrary, a Participant’s Account shall be reduced by the portion of the balance of
the Participant’s account under the Qualified Pension Plan attributable to any Special
Credits (as defined in the Qualified Pension Plan) made to the Participant’s account
under the Qualified Pension Plan for Plan Years commencing on or after January 1, 2000
and before January 1, 2006, including the portion of the Participant’s Qualified
Pension Plan account attributable to any Interest Credits (as defined in the Qualified
Pension Plan) credited with respect thereto. The Participant’s net Account after such
reduction shall be the Participant’s Account for purposes of the Plan.






	4.5	 	Valuation of the Account
	 
	 	 	As of each Valuation Date, and at such other dates as the Plan Administrator shall select,
the Plan Administrator shall adjust each Participant’s previous Account balance for Employer
Credits, Interest and distributions. Upon complete distribution of a Participant’s Account,
the Participant’s Account shall be cancelled.




10









 






	4.6	 	Participant Statement
	 
	 	 	The Plan Administrator may, in its sole discretion and at such times as it shall determine,
provide the Participant with a statement of the value of his Account.





ARTICLE V




VESTING





	5.1	 	Vesting in Account
	 
	 	 	A Participant shall be vested in his Account in accordance with the following schedule:





	 	 	 	 	 
	Years of Vesting Service	 	Vested Percentage
	Less than 1 Year
	 	 	0	%
	1 Year
	 	 	10	%
	2 Years
	 	 	20	%
	3 Years
	 	 	30	%
	4 Years
	 	 	40	%
	5 Years
	 	 	50	%
	6 Years
	 	 	60	%
	7 Years
	 	 	70	%
	8 Years
	 	 	80	%
	9 Years
	 	 	90	%
	10 or More Years
	 	 	100	%







	 	 	Notwithstanding the foregoing, a Participant shall have a 100% vested interest in his
Account upon the earliest to occur of the following:






	 	(a)	 	the attainment of age sixty-two (62) while in the service of the Employer;
	 
	 	(b)	 	the attainment of age fifty-five (55) while in the service of the Employer, if
the Participant was a SERP Participant under the Prior Plan (prior to January 1, 2000);
	 
	 	(c)	 	the later of (i) the attainment of age fifty-five (55) while in the service of
the Employer or (ii) upon being credited with five (5) Years of Vesting Service, if the
Participant was an “Excess Participant” under the Prior Plan (as defined below);
	 
	 	(d)	 	upon the Participant’s Disability or death; or
	 
	 	(e)	 	upon a Change in Control.






	 	 	An “Excess Participant” is defined in the Prior Plan as a Participant who is not a “SERP
Participant.” A “SERP Participant” is defined in the Prior Plan as a Participant who is the
Chief Executive Officer or a Participant who reports directly to the Chief Executive Officer
and who is designated as a SERP Participant by the Plan Administrator.




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	5.2	 	No Vested Interest in Account
	 
	 	 	If a Participant terminates employment without having a vested
interest in his Account, no benefit shall be payable to or on behalf
of such Participant under the Plan. Upon termination of employment
without a vested interest, the Participant’s non-vested interest in
the Plan shall be permanently forfeited.

	 
	5.3	 	Special Adjustment to Account
	 
	 
	 	 	If a Participant has received Special Credits pursuant to Section 5.2(f) of the Qualified
Pension Plan and if the Participant is less than 100% vested in his Account pursuant to
Section 5.1 hereof, his vested Account for all purposes under the Plan as of any date of
determination shall be equal to (P times (AB+SC))—SC where:






	 	P 	 	is the Participant’s vested percentage determined pursuant to Section 5.1 as of
the date of determination;
	 
	 	AB 	 	is the Participant’s Account balance as of the date of determination;
	 
	 	SC 	 	is the sum of the Special Credits the Participant received pursuant to Section
5.2(f), adjusted with Interest Credits pursuant to Section 5.2(e) of the Qualified
Pension Plan to the date of determination.






	 	 	The amount computed in accordance with the foregoing shall be the Participant’s vested
Account for all purposes under the Plan.





ARTICLE VI




PAYMENT OF VESTED ACCOUNTS





	6.1	 	Payment upon Separation from Service
	 
	 	 	If a Participant has a Separation from Service for any reason other than death, such
Participant’s vested Account shall be paid to him by the Employer. Payment of such benefits
shall be made on or as soon as administratively practicable (but in any event within 90
days) after the date which is six (6) months following such termination. The amount of any
lump sum distribution shall be based on the value of the Participant’s vested Account as of
the Valuation Date immediately preceding the payment date.




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	6.2	 	Payment upon Death






	 	(a)	 	If a Participant dies while in service, the Participant’s Beneficiary shall be
entitled to a death benefit payable as a lump sum amount equal to the Participant’s
vested Account. Such death benefit shall be paid to the Participant’s Beneficiary on
or as soon as administratively practicable (but in any event within 90 days) after the
date of the Participant’s death. Such death benefit shall be equal to the value of the
Participant’s vested Account as of the Valuation Date immediately preceding such
payment date.
	 
	 	(b)	 	If the Participant dies following his termination of service and before
receiving all benefits payable to him under the Plan, the balance of the Participant’s
vested Account shall be paid by the Employer to the Participant’s Beneficiary in a lump
sum amount. Such death benefit shall be paid in accordance with paragraph (a) and
shall be equal to the undistributed value of the Participant’s vested Account as of the
Valuation Date as of which payment is made..






	6.3	 	Change in Control
	 
	 	 	In the event that a Change in Control occurs with respect to the
Company, if a Participant has timely elected pursuant to Section 3.4
to receive a distribution upon a Change in Control, his Account shall
be paid to him by the Employer in a lump sum. Payment of such benefit
shall be on or as soon as administratively practicable (but in any
event within 90 days) after the first day of the calendar month
immediately following the Change in Control, with the amount of such
distribution equal the value of the Participant’s vested Account as of
the Valuation Date immediately preceding such payment date
	 
	6.4	 	Disability
	 
	 	 	In the event of a Participant’s Disability, the Participant’s Account
shall be paid to him by the Employer in a lump sum. Payment of such
benefit shall be made as soon as administratively possible (but in any
event within 90 days) after the date on which the Participant’s is
deemed to have experienced a Disability, and the amount of such
distribution shall equal the value of the Participant’s Account as of
the Valuation Date immediately preceding such payment date.
	 
	 	 	Solely for purposes of this Section 6.4, and notwithstanding any other provision of the Plan
to the contrary, “Disability” means (i) the Participant’s inability to engage in any
substantial gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months or (ii) the Participant’s receipt, by reason of
any medically determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12 months, of
income replacement benefits for a period of not less than 3 months under a disability plan
covering employees of the Participant’s Employer. The Plan Administrator shall




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	 	 	determine whether a Participant is disabled for this purpose in its sole discretion,
provided that a Participant will be deemed disabled if determined to be totally and
permanently disabled by the Social Security Administration.
	 
	6.5	 	Mode of Payment
	 
	 	 	Except in the case of a Participant who began receiving a distribution of his account in
installments beginning in the 2005 Plan year or earlier, any vested Account payable under
the Plan shall be paid as a lump sum.





ARTICLE VII




BENEFICIARY DESIGNATION FOR DEATH BENEFITS BASED ON ACCOUNTS





	7.1	 	Beneficiary Designation
	 
	 	 	Each Participant shall designate a person or persons or a trust to be
his Beneficiary or Beneficiaries to whom his Account under this Plan
shall be paid in the event of the Participant’s death prior to the
complete distribution of such Account under the Plan. A beneficiary
designation can only be made on the form provided by the Plan
Administrator for such purpose and shall only be effective when filed
with the Plan Administrator during the Participant’s lifetime.
	 
	7.2	 	Change in Beneficiary Designation
	 
	 	 	Any beneficiary designation may be changed by the Participant without
the consent of any designated Beneficiary by filing a new beneficiary
designation with the Plan Administrator. The filing of a new
beneficiary designation election will cancel the previous beneficiary
designation. However, any beneficiary designation shall remain in
effect until a new beneficiary designation election is made in
accordance with the foregoing.
	 
	7.3	 	Lack of Beneficiary Designation or Surviving Beneficiary
	 
	 	 	If a Participant has not designated a Beneficiary under this Plan or
there is no surviving Beneficiary under this Plan, the Beneficiary
shall be the same as designated by the Participant under the Qualified
Pension Plan. If a Beneficiary has not been designated under the Plan
or the Qualified Pension Plan, or if no designated Beneficiary is
surviving, distribution shall be made to the Participant’s Eligible
Spouse, and if there is no Eligible Spouse in equal shares to any
surviving children of the Participant. In the event none of the
above-named individuals survives the Participant, distribution shall
be made in a lump sum to the Participant’s estate.




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ARTICLE VIII




ADMINISTRATION OF THE PLAN





	8.1	 	Responsibility of the Plan Administrator
	 
	 	 	Except for the functions reserved to the Company, an Employer, or the
Board of Directors, the Plan Administrator shall be responsible for
the general operation and administration of the Plan and for carrying
out the provisions thereof. The Compensation Committee of the Board
of Directors has the authority to appoint, remove or replace the Plan
Administrator. In the absence of a specific appointment, the Company
shall be the Plan Administrator.
	 
	8.2	 	Powers and Duties of Plan Administrator
	 
	 	 	The Plan Administrator, subject to the limitations herein contained
and to such other restrictions as the Board of Directors may make,
shall have the power and the duty to take all actions and to make all
decisions necessary or proper to carry out the provisions of Plan.
The determination of the Plan Administrator as to any question
involving the general administration and interpretation of the Plan
shall be final, conclusive and binding. Any discretionary actions to
be taken under the Plan by the Plan Administrator with respect to the
classification of Employees, Participants, Beneficiaries,
contributions, or benefits shall be uniform in their nature and
applicable to all persons similarly situated. Without limiting the
generality of the foregoing, the Plan Administrator shall have the
following powers and duties:






	 	(a)	 	To require any person to furnish such information as it may request for the
purpose of the proper administration of the Plan as a condition of receiving any
benefits under the Plan;
	 
	 	(b)	 	To make and enforce such rules and regulations and prescribe the use of such
forms as it shall deem necessary for the efficient administration of the Plan;
	 
	 	(c)	 	To interpret the Plan, and to resolve ambiguities, inconsistencies and
omissions, which findings shall be binding, final and conclusive;
	 
	 	(d)	 	To decide on questions concerning the Plan and the eligibility of any Employee
to participate in the Plan, in accordance with the provisions of the Plan;
	 
	 	(e)	 	To determine the amount of benefits which shall be payable to any person in
accordance with the provisions of the Plan. The Plan Administrator may require claims
for benefits to be filed in writing, on such forms and containing such information as
the Plan Administrator may deem necessary. Adequate notice shall be provided in
writing to any Participant or Beneficiary thereof whose claim for benefits under the
Plan has been wholly or partially denied. The Plan claim review procedure is more
particularly described in Section 8.7. Notice of denial of a claim




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	 	 	 	shall be written in a manner calculated to be understood by the Participant or his
Beneficiary and shall afford reasonable opportunity to the Participant or his
Beneficiary whose claim for benefits has been denied for a full and fair review of
the decision denying the claim;
	 
	 	(f)	 	To allocate any such powers and duties to or among individual members of any
administrative committee serving as the Plan Administrator; and
	 
	 	(g)	 	To designate persons other than the Plan Administrator to carry out any duty or
power which would otherwise be a responsibility of the Plan Administrator, under the
terms of the Plan.






	8.3	 	Expenses of the Plan Administrator and Plan Costs
	 
	 	 	The expenses of administering the Plan, including the printing of
literature and forms related thereto, the disbursement of benefits
thereunder, and the compensation of administrative organizations,
agents, consultants, actuaries, legal counsel, or other professional
counselor, shall be paid by the Employer.
	 
	8.4	 	Selection of Plan Professional Counselors
	 
	 	 	The Plan Administrator may employ legal counsel, qualified public
accountants, consultants, actuaries and such clerical and other
accounting services as it may require in carrying out the provisions
of the Plan or in complying with requirements imposed by ERISA and the
Code.
	 
	8.5	 	Records of the Plan Administrator
	 
	 	 	The Plan Administrator shall keep a record of all its proceedings,
which shall be open to inspection by the Employer.
	 
	8.6	 	Plan Administrator’s Right to Administer and Interpret the Plan
	 
	 	 	The Plan Administrator shall have the absolute power, discretion, and
authority to administer and interpret the Plan and to adopt such rules
and regulations as in the opinion of the Plan Administrator are
necessary or advisable to implement, administer, and interpret the
Plan, or to transact its business. Any decision by the Plan
Administrator or interpretation of the Plan by the Plan Administrator
shall be given the fullest deference permitted by law. Such rules and
regulations as are adopted by the Plan Administrator shall be binding
upon any persons having an interest in or under the Plan.
	 
	8.7	 	Claims Procedure
	 
	 	 	A claim for benefits under the Plan must be made to the Plan Administrator in writing. The
Plan Administrator shall provide adequate notice electronically or in writing to any
Participant or Beneficiary whose claim for benefits under the Plan has been denied, setting
forth the specific reasons for such denial, written in a manner calculated to be understood
by the Participant or Beneficiary. Such notice shall be provided within a reasonable period




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	 	 	of time, but not later than ninety (90) days after receipt of the claim by the Plan unless
the Plan Administrator determines that special circumstances require additional time, in
which case written notice indicating the special circumstances and expected determination
date shall be furnished to the claimant prior to the termination of the initial 90-day
period, but in no event shall such extension exceed 90 days from the end of the initial
period. If a claim is denied, in whole or in part, the Plan Administrator shall send
electronically or in writing the claimant a notice of denial explaining the reasons for
denial of the claim. A claimant whose claim has been denied, or his authorized
representative, may request a review of the denial, but such a request must be sent
electronically or in writing, and must be submitted to the Plan Administrator within sixty
(60) days after the claimant’s receipt of the notice of denial. The review of a claim which
has been denied shall be made by the Plan Administrator within sixty (60) days of the
receipt of the request for review, unless the Plan Administrator determines that special
circumstances require additional time, in which case a decision shall be rendered not later
than one hundred twenty (120) days after receipt of the request for review. The decision on
the review shall be sent electronically or in writing and shall include specific reasons for
the decision, written in a manner calculated to be understood by the claimant, and specific
reference to the pertinent Plan provisions on which the decision is based. If a claim is
denied on appeal by the Plan Administrator, the claimant may appeal such denial to the
Compensation Committee of the Board of Directors by filing a written or electronic request
for review with the Compensation Committee within sixty (60) days after the claimant’s
receipt of the notice of denial. The Compensation Committee shall render a decision on the
appeal, electronically or in writing, within one hundred twenty (120) days after receipt of
the request for review. The Plan Administrator and Compensation Committee of the Board of
Directors shall have absolute authority and discretion to adjudicate claims under this
Section and any such adjudication shall be given the fullest deference permitted by law.
	 
	8.8	 	Indemnity of the Plan Administrator
	 
	 	 	The Employer shall indemnify and hold harmless the Plan Administrator
against any and all claims, loss, damage, expense or liability arising
from any action or failure to act with respect to this Plan, except in
the case of gross negligence or willful misconduct.





ARTICLE IX




AMENDMENT AND TERMINATION





	9.1	 	Amendment
	 
	 	 	The Company, although it intends the Plan to be permanent, reserves
the right to amend the Plan at any time. However, no amendment shall
have the effect of reducing the amount of the benefit which has
accrued to a Participant as of the amendment date without the written
consent of the Participant. Furthermore, no amendment shall cause a
forfeiture of the benefit accrued as of the amendment date or make the
vesting provisions of the Plan more restrictive with regard to such
benefit. Any such amendment shall be made pursuant to a resolution of
the Board of Directors.




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	9.2	 	Termination
	 
	 	 	The Company reserves the right to terminate the Plan at any time.
However, no termination shall have the effect of reducing the amount
of the benefit which has accrued to a Participant as of the
termination date. The Plan may only be terminated by resolution of
the Board of Directors. Upon such termination, a Participant shall
become vested in the benefit which has accrued to him or her under the
Plan as of the date of such termination, but no further benefits,
other than Interest, shall accrue after the date of termination.
After termination of the Plan, each Participant’s Account shall be
held and disbursed in accordance with the otherwise applicable terms
of the Plan unless the Board of Directors authorizes an earlier
distribution in accordance with the requirements of Section
1.409A-3(j)(4)(ix) of the U.S. Treasury Regulations.





ARTICLE X




MISCELLANEOUS





	10.1	 	Unsecured Creditor
	 
	 	 	Participants and their Beneficiaries under this Plan shall have
solely those rights of unsecured creditors of the Employer. Except
to the extent otherwise provided in any trust established by the
Employer to pay Plan benefits, as described in Section 10.2, any and
all assets of the Employer shall not be deemed to be held in trust
for any Participant or his Beneficiary, nor shall any assets be
considered security for the performance of obligations of the
Employer and said assets shall at all times remain unpledged,
unrestricted general assets of the Employer. The Employer’s
obligation under the Plan shall be an unsecured and unfunded promise
to pay benefits at a future date.
	 
	10.2	 	Unfunded Plan
	 
	 	 	The Employer may contribute assets to a trust fund in order to pay
some or all benefits to Participants and their Beneficiaries.
However, no funds or assets shall be segregated or physically set
aside with respect to the Employer’s obligations under the Plan in a
manner which would cause the Plan to be “funded” for purposes of
ERISA and/or the Internal Revenue Code. This Plan shall be
maintained to provide supplemental retirement benefits for a select
group of management and highly compensated employees. Any
Participant’s Account under the Plan is maintained for recordkeeping
purposes only and is not to be construed as funded for tax or ERISA
purposes.
	 
	 	 	If the Employer establishes a trust fund in connection with the Plan,
the assets of such trust fund shall be subject to the claims of the
general creditors of the Employer in the event that the Employer
becomes insolvent.
	 
	10.3	 	Non-Assignability
	 
	 	 	Except as may otherwise be required by law, no distribution or
payment under the Plan to any Participant or Beneficiary shall be
subject in any manner to anticipation, alienation,




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	 	 	sale, transfer, assignment, pledge, encumbrance or charge, whether voluntary or
involuntary, and any attempt to so anticipate, alienate, sell, transfer,
assign, pledge, encumber or charge the same shall be void; nor shall any such
distribution or payment be in any way liable for or subject to the debts,
contracts, liabilities, engagements or torts of any person entitled to such
distribution or payment. If any Participant or Beneficiary is adjudicated
bankrupt or purports to anticipate, alienate, sell, transfer, assign, pledge,
encumber or charge any such distribution or payment, voluntarily or
involuntarily, the Plan Administrator, in its discretion, may cancel such
distribution or payment or may hold or cause to be held or applied such
distribution or payment or any part thereof to or for the benefit of such
Participant or Beneficiary in such manner as the Plan Administrator shall
direct.
	 
	10.4	 	Not a Contract of Employment
	 
	 	 	This Plan shall not be deemed to constitute an
employment contract between the Employer and any
Employee or other person whether or not in the employ
of the Employer, nor shall anything herein contained
be deemed to give any Employee or other person
whether or not in the employ of the Employer any
right to be retained in the employ of the Employer,
or to interfere with the right of the Employer to
discharge any Employee at any time and to treat him
without any regard to the effect which such treatment
might have upon him as a Participant of the Plan.
	 
	10.5	 	Source of Plan Benefits
	 
	 	 	The Employer shall be the sole source of benefit
under this Plan, and each Employee, Participant,
Beneficiary, or any other person who shall claim the
right to any payment or benefit under this Plan shall
be entitled to look only to the Employer for payment
of benefits.
	 
	10.6	 	Binding Agreement
	 
	 	 	This Plan shall be binding on the parties hereto,
their heirs, executors, administrators, and
successors in interest.
	 
	10.7	 	Invalidity of Certain Provisions
	 
	 	 	If any provision of this Plan is held invalid or
unenforceable, such invalidity or unenforceability
shall not affect any other provision hereof and this
Plan shall be construed and enforced as if such
provision had not been included.




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	10.8	 	Incapacity
	 
	 	 	If the Plan Administrator determines that any person
entitled to payments under the Plan is a minor or
incompetent by reason of physical or mental
disability, it may cause all payments thereafter
becoming due to such person to be made to any other
person for his benefit, without responsibility to
follow application of amounts so paid. Payments made
pursuant to this provision shall completely discharge
the Plan, the Company, any Employer, and the Plan
Administrator from any liability for payment under
this Plan.
	 
	10.9	 	Masculine, Feminine, Singular and Plural
	 
	 	 	The masculine shall include the feminine, the
singular shall include the plural, and the plural
shall include the singular wherever the person or
entity or context shall plainly so require.
	 
	10.10	 	Taxes
	 
	 	 	It is the intent of the Company that amounts deferred
under the Plan shall not be subject to federal income
tax until distributed from the Plan. However, the
Company does not guarantee or warrant that Plan
benefits will be excludable from a Participant’s
gross income for federal or state income tax purposes
until distributed, and the Participant (or
Beneficiary) shall in all cases be liable for any
taxes due on benefits attributable to such
Participant or Beneficiary.

	 
	 	 	The Plan Administrator shall make appropriate
arrangements to (a) withhold FICA/FUTA taxes due on
amounts accrued and vested under the Plan and (b)
withhold federal and state income taxes due on
amounts distributed from the Plan. Further, the Plan
Administrator may make appropriate arrangements to
withhold for any other taxes required to be withheld
by any government or governmental agency.
	 
	10.11	 	Governing Law
	 
	 	 	The provisions of the Plan shall be construed,
administered and governed under applicable Federal
law and, to the extent not preempted by Federal law,
the laws of the State of Florida.




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IN WITNESS WHEREOF, the undersigned has caused the Plan to be executed on its behalf this
17th day of December, 2008, to be effective as of December 31, 2008.




	 	 	 	 	 
	 	THE ST. JOE COMPANY

 	 
	 	By  	/s/ Rusty Bozman
 	 
	 	 	Rusty Bozman  	 
	 	 	Vice President-Human Resources and

Plan Administrator 	 
	 




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