Barnett Banks, Inc. & Subsidiaries - Page 8




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               Immediately after the merger, Southwest conducted its                  
          business in United First Federal’s facilities using the personnel           
          of both United First Federal and Barnett Bank of Southwest                  
          Florida, N.A.                                                               
          Barnett's Acquisition of Home Federal                                       
               As of March 31, 1987, Home Federal had 28 branch offices in            
          four Florida counties and total assets of $1.4 billion, total               
          deposits of $1.3 billion, and shareholders’ equity of                       
          $115 million.  Home Federal was the largest residential mortgage            
          lender in Pinellas County, and, on the basis of total assets, it            
          was the twenty-first largest savings institution in the State of            
          Florida.                                                                    
               Home Federal was a member of the FHLBS and was subject to              
          supervision and examination by the FHLBB.  Home Federal's                   
          deposits were insured by the FSLIC.                                         
               Pursuant to the plan for merger, Home Federal completed a              
          two-step conversion of corporate charters under the laws of the             
          State of Florida on July 26, 1987.  First, Home Federal converted           
          from a Federal savings bank into a Florida stock savings and loan           
          association.  Second, Home Federal converted from a Florida stock           
          savings and loan association into a Florida banking corporation             
          known as Barnett Bank of Pinellas County.                                   
               On July 26, 1987, Barnett Bank of Pinellas County, N.A., a             
          wholly owned subsidiary of Barnett, merged into Barnett Bank of             






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