Trust Under Executive Benefit Plan

BARNETT BANKS, INC.


TRUST UNDER EXECUTIVE BENEFIT PLAN
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TABLE OF CONTENTS


PAGE NO.
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SECTION 1. ESTABLISHMENT OF TRUST........................................................1


SECTION 2. PAYMENTS TO PLAN PARTICIPANTS AND
THEIR BENEFICIARIES...........................................................2


SECTION 3. TRUSTEE RESPONSIBILITY REGARDING
PAYMENTS TO TRUST BENEFICIARY WHEN
COMPANY IS INSOLVENT..........................................................5


SECTION 4. PAYMENTS TO COMPANY...........................................................6


SECTION 5. INVESTMENT AUTHORITY..........................................................6


SECTION 5A. SALE OF COMPANY STOCK BY TRUSTEE.............................................10


SECTION 6. DISPOSITION OF INCOME........................................................12


SECTION 7. ACCOUNTING BY TRUSTEE........................................................12


SECTION 8. RESPONSIBILITY OF TRUSTEE....................................................13


SECTION 9. COMPENSATION AND EXPENSES OF TRUSTEE.........................................14


SECTION 10. RESIGNATION AND REMOVAL OF TRUSTEE...........................................14


SECTION 11. APPOINTMENT OF SUCCESSOR.....................................................15


SECTION 12. AMENDMENT OR TERMINATION.....................................................15


SECTION 13. MISCELLANEOUS................................................................17


SECTION 14. EFFECTIVE DATE...............................................................21


BARNETT BANKS, INC.


TRUST UNDER EXECUTIVE BENEFIT PLAN


THIS AGREEMENT made this 5th day of December, 1996, by and between BARNETT BANKS, INC., a Florida corporation, as grantor hereunder ("Company"), and U.S. TRUST COMPANY OF CALIFORNIA, N.A., a national banking association ("Trustee");


(a) WHEREAS, Company has adopted the nonqualified deferred compensation plans as listed in Appendix A ("Plans");


(b) WHEREAS, Company has incurred or expects to incur liability under the terms of such Plans with respect to the individuals participating in such Plans;


(c) WHEREAS, Company wishes to establish a trust ("Trust") for the benefit of certain officers and certain key managers of Company and Company's affiliates who participate in the Plans and to contribute to the Trust assets that shall be held therein, subject to the claims of Company's creditors in the event of Company's Insolvency (as herein defined) until full payment has been made in respect of such obligations of Company to Plan participants and their beneficiaries in such manner and at such time as specified in the Plans;


(d) WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plans as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees or as an excess benefit plan for purposes of Title I of the Employee Retirement Income Security Act of 1974; and


(e) WHEREAS, it is the intention of Company to make contributions to the Trust to provide itself with a source of funds to assist it in meeting its liabilities under the Plans;


NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:


SECTION 1. ESTABLISHMENT OF TRUST.


(a) Company hereby deposits with Trustee 8,000,000 shares of common stock of Company, par value $2.00 per share ("Company Stock"), which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement.


(b) The Trust hereby established shall be irrevocable.


(c) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.


(d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against Company. Any assets held by the Trust will be subject to the claims of Company's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein.


(e) Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to Trustee in trust with Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Plan participant or beneficiary shall have any right to compel any such additional deposits under this subsection (e).


SECTION 2. PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES.


(a) Company, or the Trustee's Contractor (as hereinafter defined) if one shall have been engaged, shall deliver to Trustee a schedule (a "Payment Schedule") that indicates the amounts payable by Company in accordance with the terms and conditions of the Plans in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule (to the extent such payments are not made by Company pursuant to subsection (c) of this Section 2). Notwithstanding the foregoing, if a benefit which is distributable in the form of Company Stock under the terms of a Plan becomes payable at a time when there is no (or insufficient) Company Stock in the Trust with which to satisfy such benefit obligation and if the Company fails or refuses to pay such benefit within a reasonable time after notice from Trustee that it has become so payable, Trustee shall use other assets of the Trust to acquire Company Stock, on the open market or otherwise in its discretion, sufficient to satisfy such benefit obligation.


(b) The entitlement of a Plan participant or his or her beneficiaries to benefits payable by Company under the Plans shall be determined in accordance with the terms of the Plans by Company or such party as it shall designate under the Plans, or the Trustee's Contractor if one shall have been engaged, and any claim for such benefits shall be considered and reviewed and paid or not paid under the procedures set out in the Plans. Neither Trustee nor Trustee's Contractor shall have any obligation for determining whether any Plan participant or beneficiary has died and shall be entitled to rely upon any information in this regard furnished by Company.


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(c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plans. Company shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon are not sufficient to make payments of benefits payable by Company in accordance with the terms of the Plans, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.


(d) Company may engage a third party administrator as a contractor of the Trustee (a "Trustee's Contractor"), who shall not be a Plan participant or beneficiary (but who may be the Trustee), to perform functions described in this Section 2(d) and elsewhere in this Trust Agreement which would otherwise be performed by Company.


(1) Upon engagement of a Trustee's Contractor, as soon as
practicable but in no event longer than thirty (30) days thereafter,
Company shall furnish to the Trustee's Contractor copies of the Plan
documents and other information necessary to determine the benefits
which are or may become payable by Company to or with respect to each
participant in each Plan, including any benefits payable after the
participant's death, and the recipient of same and the procedures which
Company has adopted to calculate such benefit payments. Company shall
regularly, at least annually, and upon each benefit change under the
Plans, furnish revised, updated information to the Trustee's Contractor.
In the event Company refuses or neglects to provide updated participant
information as contemplated herein, the Trustee' Contractor shall be
entitled to rely on the most recent information furnished to it by
Company.


(2) In the event of a Potential Change in Control (as hereinafter
defined), Company shall have the duty to engage, as soon as practicable
thereafter, a Trustee's Contractor reasonably acceptable to the Trustee
if there shall at that time be no Trustee's Contractor then serving.
After a Change in Control, Company shall not have any control or
authority with respect to the Trustee's Contractor so engaged or then
serving, or any successor Trustee's Contractor, including without
limitation any rights with respect to the removal or replacement of any
such Trustee's Contractor or its duties pursuant to this Trust
Agreement.


(3) Unless Trustee agrees to perform the functions of the
Trustee's Contractor described herein, Trustee shall have no
responsibility hereunder for any obligation assigned to a Trustee's
Contractor or (subject to subsection (4) below) for the performance of a
Trustee's Contractor's duties and responsibilities under this Trust
Agreement.


(4) Company may replace or remove its Trustee's Contractor from
time to time serving hereunder, in its sole discretion, prior to the
occurrence of a Change in


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Control. Following a Change in Control, Trustee, in its sole discretion,
may remove a Trustee's Contractor engaged by Company or any successor
Trustee's Contractor and shall remove any such person and engage a
successor to such person if Trustee deems such person's performance as a
Trustee's Contractor unsatisfactory. At all times following a Change in
Control, upon any such removal, or the voluntary resignation of any such
Trustee's Contractor or the occurrence of any other event which shall
result in the cessation of performance of the Trustee's Contractor's
duties hereunder, Trustee shall use its best efforts to engage a new
Trustee's Contractor (which may be Trustee); provided, however, Trustee
shall perform the duties of the Trustee's Contractor during any period
for which Trustee is unable to find a new Trustee's Contractor (so that
there will be no default in payments under the Plans as a result of the
absence of a Trustee's Contractor), and any person engaged as a
Trustee's Contractor shall in the judgment of Trustee be independent of
Company. The person who removes or replaces a Trustee's Contractor shall
be responsible for assuring that there is a timely and complete transfer
of records from such Trustee's Contractor to such person's successor.


(5) Except for the records dealing solely with the assets of the
Trust and investment of those assets, which shall be maintained by the
Trustee, if a Trustee's Contractor shall be engaged, the Trustee's
Contractor shall maintain all Plan participant records contemplated by
this Agreement, including the Payment Schedule. All such records and
copies of the Plan documents and employment records of the participants
in the possession of the Trustee's Contractor shall be made available
promptly upon request of Trustee or Company. The Trustee's Contractor
shall also prepare and distribute participant statements to participants
and beneficiaries and shall perform such other duties and
responsibilities contemplated under the terms of this Trust Agreement as
Company or Trustee, as the case may be, determines is necessary or
advisable to achieve the objectives of this Trust Agreement.


(6) Company shall indemnify and hold harmless its Trustee's
Contractor for any liability or expenses, including without limitation
advances for or prompt reimbursement of reasonable fees and expenses of
counsel and other agents retained by it, incurred by the Trustee's
Contractor with respect to keeping the records for participants,
benefits, reporting thereon to participants and beneficiaries,
certifying benefit information to Trustee, determining the status of
benefits hereunder and otherwise carrying out its obligations under this
Trust Agreement, other than those resulting from Trustee's Contractor's
negligence or willful misconduct or its failure to reasonably calculate
and certify the amount of benefits based on the applicable terms of the
Plan documents and other information and procedures furnished by Company
to the Trustee's Contractor in accordance with this Trust Agreement. The
Trustee's Contractor shall be entitled to reasonable compensation for
services hereunder, the amount of which shall be agreed upon from time
to time by Company or, following a Change in Control, the Trustee, and
the Trustee's Contractor in writing, and


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reimbursement for reasonable expenses incurred in connection with its
performance of such services. Following a Change in Control, Trustee's
good faith determination of compensation to be paid to a Trustee's
Contractor (including Trustee when it acts in such capacity) shall be
binding on the Company and each other person having an interest in the
Trust. All such compensation and expenses shall be paid by the Company.
If not so paid, such compensation and expenses shall be paid by the
Trustee from the assets of the Trust.


(7) Except as may be otherwise agreed by the Trustee's Contractor
and Company, or Trustee following a Change in Control, the Trustee's
Contractor's obligations are limited solely to those explicitly set
forth herein and the Trustee's Contractor shall have no responsibility,
authority or control, direct or indirect, over the maintenance or
investment of the Trust and shall have no obligation in respect of
Trustee or the Trustee's compliance with the Trustee's Contractor's
certifications to Trustee.


SECTION 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT.


(a) Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Company is Insolvent. Company shall be considered "Insolvent" for purposes of this Trust Agreement if (i) Company is unable to pay its debts as they become due, or (ii) Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.


(b) At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of Company under federal and state law as set forth below.


(1) The Board of Directors and the Chief Executive Officer of
Company shall have the duty to inform Trustee in writing of Company's
Insolvency. If a person claiming to be a creditor of Company alleges in
writing to Trustee that Company has become Insolvent, Trustee shall
determine whether Company is Insolvent and, pending such determination,
Trustee shall discontinue payment of benefits to Plan participants or
their beneficiaries.


(2) Unless Trustee has actual knowledge of Company's Insolvency,
or has received notice from Company or a person claiming to be a
creditor alleging that Company is Insolvent, Trustee shall have no duty
to inquire whether Company is Insolvent. Trustee may in all events rely
on such evidence concerning Company's solvency as may be furnished to
Trustee and that provides Trustee with a reasonable basis for making a
determination concerning Company's solvency.


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(3) If at any time Trustee has determined that Company is
Insolvent, Trustee shall discontinue payments to Plan participants or
their beneficiaries and shall hold the assets of the Trust for the
benefit of Company's general creditors. Nothing in this Trust Agreement
shall in any way diminish any rights of Plan participants or their
beneficiaries to pursue their rights as general creditors of Company
with respect to benefits due under the Plans or otherwise.


(4) Trustee shall resume the payment of benefits to Plan
participants or their beneficiaries in accordance with Section 2 of this
Trust Agreement only after Trustee has determined that Company is not
Insolvent (or is no longer Insolvent).


(c) Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due from Company to Plan participants or their beneficiaries under the terms of the Plans for the period of such discontinuance, less the aggregate amount of any payments made to Plan participants or their beneficiaries by Company in lieu of the payments provided for hereunder during any such period of discontinuance.


SECTION 4. PAYMENTS TO COMPANY.


(a) Except as provided in Sections 3, 4(b), 4(c), 5(b) and 12(c) hereof, Company shall have no right or power to direct Trustee to return to Company or to divert to others any of the Trust assets before all payment of benefits have been made to Plan participants and their beneficiaries pursuant to the terms of the Plans to the extent such benefits are obligations of Company.


(b) Prior to a Change in Control, Trustee shall, if so instructed by Company in writing within thirty (30) days after the actual filing of Company's federal income tax return for a year, reimburse Company from the assets of the Trust for federal, state or local income taxes, or any part thereof, which Company certifies that it has paid, attributable to income of the Trust for such year, as determined by Company, within thirty (30) days after receipt of such request. No reimbursement for taxes pursuant to this Section 4(b) may be made following a Change in Control.


(c) Notwithstanding any other provision of this Trust Agreement, including without limitation Section 1(b) hereof, prior to a Change in Control Company shall have the right with respect to each contribution to the Trust to cause Trustee to return all or any portion of a contribution and any and all income on such contribution to Company. Such right shall be exercised by giving written notice to Trustee and shall be exercisable in a nonfiduciary capacity without the approval or consent of Trustee or any other person. Such right shall expire with respect to each contribution to the Trust upon the earlier of (i) thirty days following the date


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on which the contribution is made, (ii) the last day of the taxable year of Company in which the contribution is made or (iii) a Change in Control. Company's right under this Section 4(c) shall expire upon a Change in Control.


SECTION 5. INVESTMENT AUTHORITY.


(a). Except as otherwise provided in subsections (c), (d), (e) and (g) of this Section 5 and in Section 5A hereof, the assets of the Trust shall be invested and reinvested by Trustee, without distinction between principal and income, at such time or times in such investments and pursuant to such investment strategies or courses of action and in such shares and proportions, as Trustee, in its sole discretion, shall deem advisable. Except as otherwise provided herein, Trustee may invest in securities (including stock or rights to acquire stock) or obligations issued by Company. All rights associated with assets of the Trust shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by, or rest with Plan participants, except that (i) the Trustee shall vote Company Stock in the same proportion that all other Company shareholders vote their shares of Company Stock and voting rights with respect to all other Trust assets will be exercised by Company and; (ii) Trustee shall waive dividend rights with respect to Company Stock and all other dividend rights with respect to Trust assets will rest with Company. Notwithstanding anything to the contrary contained herein, in the case of a tender offer for Company Stock, the Trustee shall have no right to tender shares of Company Stock held by the Trust.


(b) Company shall have the right at any time, and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust. This right is exercisable by Company in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity. In connection with any substitution of assets described in this Section 5(b), Company Stock may not revert to Company in kind at any time following a voting record date for any meeting of Company stockholders and before such meeting, unless Trustee shall have voted such shares by proxy. Such reversion may occur immediately following the stockholders meeting to which such record date relates. Further, any such substitution may be made only out of property available to the Company for the purchase of shares of stock under applicable state law, as determined by Company.


(c) Subject to the provisions of Section 5A, investment authority over the Trust's assets, or any portion thereof may be reserved by Company to itself from time to time in its absolute discretion, prior to a Change in Control. Any such reservation of discretionary authority by Company shall be communicated to Trustee in writing. In this regard, unless Company notifies Trustee to the contrary, Company shall act through its Management Development and Compensation Committee of Company's Board of Directors or any other person who is authorized to act on Company's behalf by a resolution of Company's Board of Directors. Company shall furnish Trustee from time to time with a list of the names and signatures of all persons auth ...