-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, MkNKzqoncAvRka58AhPoZbIPUQQujxcHe8aHXtT4GUMawRl9gifKD6jSpBmjM4Go voskt3qXyZLIBpKn4VJORw== 0000912057-95-000307.txt : 19950515 0000912057-95-000307.hdr.sgml : 19950515 ACCESSION NUMBER: 0000912057-95-000307 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950203 EFFECTIVENESS DATE: 19950222 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARNETT BANKS INC CENTRAL INDEX KEY: 0000010012 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 590560515 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57599 FILM NUMBER: 95505289 BUSINESS ADDRESS: STREET 1: 50 N LAURA ST STREET 2: P.O. BOX 40789 CITY: JACKSONVILLE STATE: FL ZIP: 32202-0789 BUSINESS PHONE: 9047917720 MAIL ADDRESS: STREET 1: 50 NORTH LAURA STREET STREET 2: P.O. BOX 40789 CITY: JACKSONVILLE STATE: FL ZIP: 32203-0789 FORMER COMPANY: FORMER CONFORMED NAME: BARNETT BANKS OF FLORIDA INC DATE OF NAME CHANGE: 19870512 FORMER COMPANY: FORMER CONFORMED NAME: BARNETT NATIONAL SECURITIES CORP DATE OF NAME CHANGE: 19700514 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on _______________. Registration No. 33-_______ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 BARNETT BANKS, INC. ----------------------------------------------- (Exact name of Registrant as specified in its Charter) Florida 59-0560515 - ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 50 North Laura Street Jacksonville, Florida 32202 --------------------------- (Address of Principal Executive Offices) ------------------------------------------------------ Long Term Incentive Plan ------------------------------------- (Full title of Plan) Charles E. Rice Chairman and Chief Executive Officer Barnett Banks, Inc. 50 North Laura Street Jacksonville, Florida 32202 ------------------------------------------------------ (Name, address, telephone number of agent for service) COPY TO: Halcyon E. Skinner, Esquire Mahoney Adams & Criser, P.A. 50 North Laura Street, 34th Floor Jacksonville, Florida 32202 CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Title of Securities To Be Price Offering Registration To Be Registered Registered Per Unit(1) Price(1) Fee - -------------------------------------------------------------------------------- Common Stock par value $2.00 per share 3,750,000 $42.69 $160,087,500 $55,202.59 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) Estimated solely for the purpose of determining the registration fee. The Common Stock, par value $2.00 (the "Common Stock"), of Barnett Banks, Inc. is listed on the New York Stock Exchange. The fee is based upon the average of the high and low prices of the Registrant's Common Stock as quoted on the New York Stock Exchange on January 30, 1995. (2) This Registration Statement also includes such indeterminate number of additional shares of Common Stock of the Registrant as may be issuable as a result of stock splits, stock dividends or similar transactions, as described in the Long Term Incentive Plan (the "Plan"). In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests in the Plan to be offered or sold pursuant to the Plan. In addition, the Junior Participating Preferred Stock Purchase Rights (the "Rights") are attached to and trade with the Common Stock. The value, if any, attributable to the Rights is reflected in the market price of the Common Stock.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEMS 1 AND 2. PLAN INFORMATION; REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. The document(s) containing the information specified in the instructions to Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1). - 3 - PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. Barnett Banks, Inc. (the "Company") hereby incorporates into this Registration Statement by reference the following documents filed by the Company with the Commission: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994; (b) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed in connection with the original listing of such stock on the New York Stock Exchange effective December 12, 1979; and (c) The description of the Company's Junior Participating Preferred Stock Purchase Rights, which are attached to all shares of the Company's Common Stock until certain events occur which will cause the Junior Participating Preferred Stock Purchase Rights to separate from the Common Stock, contained in the Company's Registration Statement on Form 8-A filed in connection with the original listing of such rights on the New York Stock Exchange effective July 11, 1990. All documents filed by the Company with the Commission pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 after the date hereof and prior to the filing of a post-effective amendment which indicates that all shares offered have been sold or which deregisters all shares then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the respective dates of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable. - 4 - ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Amended and Restated Articles of Incorporation, as amended, and the Bylaws of the Company require the indemnification of directors and officers to the full extent permitted by law. Subsection (1) of Section 607.0850 of the Florida Business Corporation Act empowers a corporation to indemnify any person who was or is a party to any proceeding (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against liability (including any appeal thereof) incurred in connection with such proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Subsection (2) of Section 607.0850 empowers a corporation to indemnify any person who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth in the preceding paragraph, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expenses of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding including appeals, provided that the person acted under the standards set forth in the preceding paragraph. However, no indemnification should be made for any claim, issue or matter as to which such person is adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court deems proper. Subsection (3) of Section 607.0850 provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any proceeding referred to in subsections (1) and (2) of Section 607.0850 or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses actually and reasonably incurred by him in connection therewith. Subsection (4) provides that any - 5 - indemnification under subsections (1) and (2) of Section 607.0850, unless determined by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (1) and (2) of Section 607.0850. Such determination shall be made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such proceeding; (b) if such a quorum is not obtainable, or, even if obtainable, by majority vote of a committee duly designated by the board of directors (in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to the proceeding; (c) by independent legal counsel: (1) selected by the board of directors as prescribed in paragraph (a) or a committee selected as prescribed in paragraph (b); or (2) if no quorum of directors can be obtained under paragraph (a) or no committee can be designated under paragraph (b), by a majority vote of the full board of directors; or (d) by the stockholders by a majority vote of a quorum of shareholders who were not parties to such proceedings or if no quorum is obtainable, by a majority of shareholders who were not party to such proceeding. Expenses incurred by a director or officer in defending a civil or criminal proceeding may be paid by the corporation in advance of the final disposition thereof upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that such director or officer is not entitled to indemnification under Section 607.0850. Expenses incurred by other employees or agents may be paid in advance upon such terms or conditions that the board of directors deems appropriate. Subsection (7) states that indemnification and advancement of expenses provided under Section 607.0850 are not exclusive and empowers the corporation to make any other further indemnification or advancement of expenses under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, for actions in an official capacity and in other capacities while holding an office. However, a corporation cannot indemnify or advance expenses if a judgment or other final - 6 - adjudication establishes that the actions of the director, officer, employee or agent were material to the adjudicated cause of action and the director, officer, agent and employee (a) violated criminal law and did not have reasonable cause to believe his conduct was unlawful or had no reasonable cause to believe his conduct was lawful, (b) derived an improper personal benefit from a transaction, (c) was or is a director in a circumstance where the liability under Section 607.0834 (relating to unlawful distributions) applies, or (d) engages in willful misconduct or conscious disregard for the best interests of the corporation in a proceeding by or in right of the corporation to procure a judgment in its favor or in a proceeding by or in right of a shareholder. Subsection (9) of Section 607.0850 permits any director, officer, employee or agent who is or was a party to a proceeding to apply for indemnification or advancement of expenses to any court of competent jurisdiction and lists the determinations the court should make before ordering indemnification. Subsection (12) permits a corporation to purchase and maintain insurance for a director, officer, employee or agent against any liability incurred in his official capacity or arising out of his status as such regardless of the corporation's power to indemnify him against such liability under this section. As allowed by Section 607.0850(12), the registrant maintains liability insurance covering directors and officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS This Form S-8 Registration Statement includes the following exhibits: EXHIBIT NUMBER 5 Opinion of Counsel. 23(a) Consent of Arthur Andersen LLP. 23(b) Consent of Price Waterhouse. 24 Powers of Attorney. ITEM 9. UNDERTAKINGS (1) The undersigned registrant hereby undertakes: - 7 - (a) To file during any period in which offers or sales of the securities registered hereunder are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement; provided however, that this undertaking will only apply to the extent that the information listed in clauses (i) - (ii) hereof is not contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (2) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934, that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule l4a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the - 8 - prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -9- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on the 18th day of January, 1995. BARNETT BANKS, INC. By: /s/ Charles E. Rice* __________________________ Charles E. Rice Chairman and Chief Executive Officer Date: January 18, 1995 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date /s/ Charles E. Rice* Chairman of the January 18, 1995 __________________________ Board, Chief Charles E. Rice Executive Officer and Director (Principal Executive Officer) /s/ Charles W. Newman* Chief Financial January 18, 1995 __________________________ Officer (Principal Charles W. Newman Financial Officer) /s/ Patrick J. McCann Controller January 18, 1995 __________________________ (Principal Accounting Patrick J. McCann Officer) /s/ Walter H. Alford* Director January 18, 1995 __________________________ Walter H. Alford /s/ Rita Bornstein* Director January 18, 1995 __________________________ Rita Bornstein /s/ Alvin R. Carpenter* Director January 18, 1995 __________________________ Alvin R. Carpenter -10- /s/ James L. Broadhead* Director January 18, 1995 __________________________ James L. Broadhead /s/ Armando M. Codina* Director January 18, 1995 __________________________ Armando M. Codina /s/ Joe B. Cordell* Director January 18, 1995 __________________________ Joe B. Cordell /s/ Marshall M. Criser* Director January 18, 1995 __________________________ Marshall M. Criser /s/ Jack B. Critchfield* Director January 18, 1995 __________________________ Jack B. Critchfield /s/ Carter H. Golembe* Director January 18, 1995 __________________________ Carter H. Golembe /s/ Allen L. Lastinger, Jr.* President, January 18, 1995 __________________________ Chief Operating Allen L. Lastinger, Jr. Officer and Director /s/ Clarence V. McKee* Director January 18, 1995 __________________________ Clarence V. McKee /s/ Tom L. Rankin* Director January 18, 1995 __________________________ Tom L. Rankin /s/ Frederick H. Schultz* Director January 18, 1995 __________________________ Frederick H. Schultz /s/ Stewart Turley* Director January 18, 1995 __________________________ Stewart Turley /s/ John A. Williams* Director January 18, 1995 __________________________ John A. Williams /s/ Patrick J. McCann ___________________________ *Patrick J. McCann Attorney-in-Fact - 11 - Pursuant to the requirements of the Securities Act of 1933, the Employee Benefits Committee of Barnett Banks, Inc., which serves as Plan Administrator, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville and State of Florida on the 18th day of January, 1995. LONG TERM INCENTIVE PLAN By:/s/ Deborah Carroll ______________________________ Deborah Carroll Secretary of Employee Benefits Committee - 12 - INDEX TO EXHIBITS Pagination by Exhibit Exhibit Sequential Number Description Numbering System 5 Opinion of Mahoney Adams & Criser. 23(a) Consent of Arthur Andersen LLP. 23(b) Consent of Price Waterhouse. 24 Powers of Attorney. - 13 - EX-5 2 EXHIBIT 5 EXHIBIT 5 [Letterhead of Mahoney Adams & Criser, P.A.] February 3, 1995 Barnett Banks, Inc. 50 North Laura Street Jacksonville, Florida 32202 Gentlemen: We refer to the Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), filed by Barnett Banks Inc., a Florida corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") on February 3, 1995. The Registration Statement covers an aggregate of 3,750,000 shares (the "Shares") of common stock, par value $2.00 per share ("Common Stock"), together with such indeterminate number of additional shares of Common Stock as may be issuable as a result of stock splits, stock dividends or similar transactions, as described under the Barnett Banks, Inc., Long Term Incentive Plan (the "Plan"). We have examined the originals, or photostatic or certified copies, of such records of the Company, certificates of officers of the Company and of public officials, and such other documents as we have deemed relevant and necessary as the basis for the opinion set forth below. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies and the authenticity of the originals of such copies. Based upon the foregoing, we are of the opinion that the Shares, when sold and delivered by the Company as contemplated by and in accordance with the Plan, will be legally issued, fully paid and non-assessable. We hereby consent to the use of our name in the Registration Statement as counsel who will pass upon the legality of the Shares for the Company and as having prepared this opinion, and to the use of this opinion as an exhibit to the Registration Statement. We further consent to the use of our name as counsel for the Company. - 14 - Barnett Banks, Inc. February 3, 1995 Page Two In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules or regulations of the Commission promulgated thereunder. Very truly yours, /s/ Mahoney Adams & Criser - 15 - EX-23.A 3 EXHIBIT 23(A) EXHIBIT 23(a) CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 11, 1995 incorporated by reference in Barnett Banks, Inc. Form 10-K for the year ended December 31, 1994 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Jacksonville, Florida February 3, 1995 - 16 - EX-23.B 4 EXHIBIT 23(B) EXHIBIT 23(b) CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 and S-8 of Barnett Banks, Inc., of our report dated January 14, 1993. /s/ Price Waterhouse PRICE WATERHOUSE Orlando, Florida February 3, 1995 - 17 - EX-24 5 EXHIBIT 24 SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Hinton F. Nobles, Jr., Charles W. Newman and Patrick J. McCann, and each or either of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, to sign that certain Form S-8 Registration Statement and any and all amendments (including post-effective amendments) thereto relating to the 3,750,000 shares of the Corporation's Common Stock to be issued under the Corporation's Amended and Restated Long Term Incentive Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of January, 1995. /s/ Charles E. Rice ------------------------------ Charles E. Rice (SEAL) - 18 - SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Hinton F. Nobles, Jr., Charles W. Newman and Patrick J. McCann, and each or either of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, to sign that certain Form S-8 Registration Statement and any and all amendments (including post-effective amendments) thereto relating to the 3,750,000 shares of the Corporation's Common Stock to be issued under the Corporation's Amended and Restated Long Term Incentive Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of January, 1995. /s/ Charles W. Newman ------------------------------- Charles W. Newman (SEAL) - 19 - SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Hinton F. Nobles, Jr., Charles W. Newman and Patrick J. McCann, and each or either of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, to sign that certain Form S-8 Registration Statement and any and all amendments (including post-effective amendments) thereto relating to the 3,750,000 shares of the Corporation's Common Stock to be issued under the Corporation's Amended and Restated Long Term Incentive Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of January, 1995. /s/ Patrick J. McCann ------------------------------- Patrick J. McCann (SEAL) - 20 - SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Hinton F. Nobles, Jr., Charles W. Newman and Patrick J. McCann, and each or either of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, to sign that certain Form S-8 Registration Statement and any and all amendments (including post-effective amendments) thereto relating to the 3,750,000 shares of the Corporation's Common Stock to be issued under the Corporation's Amended and Restated Long Term Incentive Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of January, 1995. /s/ Walter H. Alford ------------------------------- Walter H. Alford (SEAL) - 21 - SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Hinton F. Nobles, Jr., Charles W. Newman and Patrick J. McCann, and each or either of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, to sign that certain Form S-8 Registration Statement and any and all amendments (including post-effective amendments) thereto relating to the 3,750,000 shares of the Corporation's Common Stock to be issued under the Corporation's Amended and Restated Long Term Incentive Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of January, 1995. /s/ Rita Bornstein ------------------------------- Rita Bornstein (SEAL) - 22 - SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Hinton F. Nobles, Jr., Charles W. Newman and Patrick J. McCann, and each or either of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, to sign that certain Form S-8 Registration Statement and any and all amendments (including post-effective amendments) thereto relating to the 3,750,000 shares of the Corporation's Common Stock to be issued under the Corporation's Amended and Restated Long Term Incentive Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of January, 1995. /s/ Alvin R. Carpenter ------------------------------- Alvin R. Carpenter (SEAL) - 23 - SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Hinton F. Nobles, Jr., Charles W. Newman and Patrick J. McCann, and each or either of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, to sign that certain Form S-8 Registration Statement and any and all amendments (including post-effective amendments) thereto relating to the 3,750,000 shares of the Corporation's Common Stock to be issued under the Corporation's Amended and Restated Long Term Incentive Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of January, 1995. /s/ James L. Broadhead ------------------------------- James L. Broadhead (SEAL) - 24 - SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Hinton F. Nobles, Jr., Charles W. Newman and Patrick J. McCann, and each or either of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, to sign that certain Form S-8 Registration Statement and any and all amendments (including post-effective amendments) thereto relating to the 3,750,000 shares of the Corporation's Common Stock to be issued under the Corporation's Amended and Restated Long Term Incentive Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of January, 1995. /s/ Armando M. Codina ------------------------------- Armando M. Codina (SEAL) - 25 - SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Hinton F. Nobles, Jr., Charles W. Newman and Patrick J. McCann, and each or either of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, to sign that certain Form S-8 Registration Statement and any and all amendments (including post-effective amendments) thereto relating to the 3,750,000 shares of the Corporation's Common Stock to be issued under the Corporation's Amended and Restated Long Term Incentive Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of January, 1995. /s/ Joe B. Cordell ------------------------------- Joe B. Cordell (SEAL) - 26 - SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Hinton F. Nobles, Jr., Charles W. Newman and Patrick J. McCann, and each or either of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, to sign that certain Form S-8 Registration Statement and any and all amendments (including post-effective amendments) thereto relating to the 3,750,000 shares of the Corporation's Common Stock to be issued under the Corporation's Amended and Restated Long Term Incentive Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of January, 1995. /s/ Marshall M. Criser ------------------------------- Marshall M. Criser (SEAL) -27- SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Hinton F. Nobles, Jr., Charles W. Newman and Patrick J. McCann, and each or either of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, to sign that certain Form S-8 Registration Statement and any and all amendments (including post-effective amendments) thereto relating to the 3,750,000 shares of the Corporation's Common Stock to be issued under the Corporation's Amended and Restated Long Term Incentive Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of January, 1995. /s/ Jack B. Critchfield ------------------------------- Jack B. Critchfield (SEAL) - 28 - SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Hinton F. Nobles, Jr., Charles W. Newman and Patrick J. McCann, and each or either of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, to sign that certain Form S-8 Registration Statement and any and all amendments (including post-effective amendments) thereto relating to the 3,750,000 shares of the Corporation's Common Stock to be issued under the Corporation's Amended and Restated Long Term Incentive Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of January, 1995. /s/ Carter H. Golembe ------------------------------- Carter H. Golembe (SEAL) - 29 - SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Hinton F. Nobles, Jr., Charles W. Newman and Patrick J. McCann, and each or either of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, to sign that certain Form S-8 Registration Statement and any and all amendments (including post-effective amendments) thereto relating to the 3,750,000 shares of the Corporation's Common Stock to be issued under the Corporation's Amended and Restated Long Term Incentive Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of January, 1995. /s/ Allen L. Lastinger, Jr. ------------------------------- Allen L. Lastinger, Jr. (SEAL) - 30 - SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Hinton F. Nobles, Jr., Charles W. Newman and Patrick J. McCann, and each or either of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, to sign that certain Form S-8 Registration Statement and any and all amendments (including post-effective amendments) thereto relating to the 3,750,000 shares of the Corporation's Common Stock to be issued under the Corporation's Amended and Restated Long Term Incentive Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of January, 1995. /s/ Clarence V. McKee ------------------------------- Clarence V. McKee (SEAL) - 31 - SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Hinton F. Nobles, Jr., Charles W. Newman and Patrick J. McCann, and each or either of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, to sign that certain Form S-8 Registration Statement and any and all amendments (including post-effective amendments) thereto relating to the 3,750,000 shares of the Corporation's Common Stock to be issued under the Corporation's Amended and Restated Long Term Incentive Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of January, 1995. /s/ Tom L. Rankin ------------------------------- Tom L. Rankin (SEAL) - 32 - SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Hinton F. Nobles, Jr., Charles W. Newman and Patrick J. McCann, and each or either of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, to sign that certain Form S-8 Registration Statement and any and all amendments (including post-effective amendments) thereto relating to the 3,750,000 shares of the Corporation's Common Stock to be issued under the Corporation's Amended and Restated Long Term Incentive Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of January, 1995. /s/ Frederick H. Schultz ------------------------------- Frederick H. Schultz (SEAL) - 33 - SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Hinton F. Nobles, Jr., Charles W. Newman and Patrick J. McCann, and each or either of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, to sign that certain Form S-8 Registration Statement and any and all amendments (including post-effective amendments) thereto relating to the 3,750,000 shares of the Corporation's Common Stock to be issued under the Corporation's Amended and Restated Long Term Incentive Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of January, 1995. /s/ Stewart Turley ------------------------------- Stewart Turley (SEAL) - 34 - SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Hinton F. Nobles, Jr., Charles W. Newman and Patrick J. McCann, and each or either of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, to sign that certain Form S-8 Registration Statement and any and all amendments (including post-effective amendments) thereto relating to the 3,750,000 shares of the Corporation's Common Stock to be issued under the Corporation's Amended and Restated Long Term Incentive Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of January, 1995. /s/ John A. Williams ------------------------------- John A. Williams (SEAL) - 35 - -----END PRIVACY-ENHANCED MESSAGE-----