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:

Exhibit 10.1

The St. Xxx Company
000 Xxxxx XxxxxXxxxx Xxxxxxx,
XxxxxXxxxx, Xxxxxxx 00000

March 4, 2011

Xxxx X. Xxxxxx
Chairman
Xxxxxx X. xxXxxx Testamentary Trust
000 Xxxxxx xxXxxx Xxxxx
Xxxxxxxxxxxx, XX 00000

Dear Xxxx:

     This letter agreement confirms that you are empowered to act, solely in your capacity as a director of The St. Xxx 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. Xxx Company
	By:	/s/ Xxxxx X. Xxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxx
		Title:	Chairman of the Board

AGREED AND ACCEPTED:
By:	/s/ Xxxx X. Xxxxxx
	Name:	Xxxx X. Xxxxxx
	Date:	March 5, 2011