Barnett Banks, Inc. & Subsidiaries - Page 6




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          Home Federal in transactions that would be significantly larger             
          than any of its prior acquisitions.  Barnett, as a bank holding             
          company, could not make a direct acquisition of the stock of                
          United First Federal or Home Federal because of the Federal                 
          Reserve Board’s policy that precluded a bank holding company from           
          making a direct acquisition of a healthy savings and loan                   
          association or Federal savings bank.  As a result, United First             
          Federal and Home Federal were required to convert from a Federal            
          savings and loan association and a Federal savings bank,                    
          respectively, to State banking corporations in multistep                    
          transactions as a condition to obtaining the Federal Reserve                
          Board's approval for the acquisitions.                                      
          Barnett's Acquisition of United First Federal                               
               As of June 30, 1986, United First Federal had 38 branch                
          offices in seven Florida counties, with total assets of                     
          $1.6 billion, total deposits of $1.5 billion, and shareholders’             
          equity of $80 million.                                                      
               United First Federal was a member of the Federal Home Loan             
          Bank System (FHLBS) and was subject to supervision and                      
          examination by the Federal Home Loan Bank Board (FHLBB).  United            
          First Federal's deposits were insured by the Federal Savings and            
          Loan Insurance Corporation (FSLIC).                                         
               Pursuant to the plan for merger, United First Federal                  
          completed a two-step conversion of corporate charters under the             






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