Barnett Banks, Inc. & Subsidiaries - Page 7




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          laws of the State of Florida on December 22, 1986.  First, United           
          First Federal converted from a Federal stock savings and loan               
          association into a Florida stock savings and loan association.              
          Second, United First Federal converted from a Florida stock                 
          savings and loan association into a Florida banking corporation             
          known as Barnett Bank of Southwest Florida.                                 
               On December 22, 1986, Barnett Bank of Southwest Florida,               
          N.A., a wholly owned subsidiary of Barnett, merged into Barnett             
          Bank of Southwest Florida (Southwest).  Thereafter, Southwest               
          became a subsidiary of Barnett and a member of its consolidated             
          group for Federal income tax purposes.                                      
               Southwest's deposits were insured by the Federal Deposit               
          Insurance Corporation (FDIC) and, after enactment of the                    
          Financial Institutions Reform, Recovery, and Enforcement Act                
          (FIRREA), Pub. L. 101-73, sec. 301, 103 Stat. 277 (1989), by the            
          Banking Insurance Fund (BIF).                                               
               Southwest was the leader in residential lending in its                 
          Florida markets and, from 1992 to 1995, was awarded the Sarasota            
          Herald-Tribune’s “Reader’s Choice Award” as the best mortgage               
          lender.  Southwest's board of directors was composed entirely of            
          persons who served as directors of either Barnett Bank of                   
          Southwest Florida, N.A., or United First Federal.  In addition,             
          Southwest's executive officers included a combination of the                
          senior management of these two financial institutions.                      






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