St. Joe Co. Watch

from 8-K ~20 pages 17,145,000 Shares the St. Joe Company Common Stock (No Par Value) Equity Underwriting Agreement

from 8-K ~20 pages 7,200,000 Shares the St. Joe Company Common Stock, No Par Value Underwriting Agreement September 20, 2004 1 September 20, 2004 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear Sirs and Mesdames

from 8-K ~20 pages Ex-1.1 Underwriting Agreement

from S-3/A ~20 pages Ex-1.1 Form of Underwriting Agreement

from SC 13G 1 page Exhibit 1 Joint Filing Agreement in Accordance With Rule 13d-1 (F) Under the Securities Exchange Act of 1934, as Amended, the Undersigned Hereby Agree to the Joint Filing With All Other Reporting Entities (As Such Term Is Defined in the Schedule 13g) on Behalf of Each of Them of a Statement on Schedule 13g (Including Amendments Thereto) With Respect to the Common Stock, No Par Value Per Share, of the St. Joe Company, and That This Agreement Be Included as an Exhibit to Such Joint Filing. This Agreement May Be Executed in Any Number of Counterparts All of Which Taken Together Shall Constitute One and the Same Instrument. in Witness Whereof, the Undersigned Hereby Execute This Agreement This 10th Day of July, 2002. Eqsf Advisers, Inc. By:/S/ Martin J. Whitman Martin J. Whitman Chairman and Chief Executive Officer M.J. Whitman Advisers, Inc. By:/S/ Martin J. Whitman Martin J. Whitman Chairman and Chief Investment Officer /S/ Martin J. Whitman Martin J. Whitman

from SC 13D/A ~20 pages Underwriting Agreement

from S-1/A ~20 pages Form of Underwriting Agreement

from SC 13D/A 1 page Underwriting agreement

from SC 13D ~5 pages Agreement Among Reporting Persons

from S-3/A ~50 pages Form of Underwriting Agreement