0001299933-04-000892 Sample Contracts

7,200,000 Shares THE ST. JOE COMPANY COMMON STOCK, NO PAR VALUE UNDERWRITING AGREEMENT
Underwriting Agreement • September 24th, 2004 • St Joe Co • Land subdividers & developers (no cemeteries) • New York

The Alfred I. duPont Testamentary Trust, a trust established under The Last Will and Testament of Alfred I. duPont (the “Selling Shareholder”), proposes to sell to you (the “Underwriter”) an aggregate of 7,200,000 shares (the “Shares”) of the Common Stock, no par value, of The St. Joe Company, a Florida corporation (the “Company”). The shares of Common Stock, no par value, of the Company (including the Shares) are hereinafter referred to as the “Common Stock.”

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