<PAGE>

                                                                                

                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of December 2, 1996

                                      Among

                               BARNETT CAPITAL II,

                               BARNETT BANKS, INC.,

                                       and

                       MORGAN STANLEY & CO., INCORPORATED,

                              LEHMAN BROTHERS INC.,

               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

                                       and

                              SALOMON BROTHERS INC

                              as Initial Purchasers

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          This Registration Rights Agreement (this "Agreement") is made and
entered into as of December 2, 1996 by and among Barnett Capital II, a Delaware
statutory business trust (the "Trust"), Barnett Banks, Inc., a Florida
corporation (the "Company"), and Morgan Stanley & Co. Incorporated, Lehman
Brothers Inc., Merrill Lynch, Pirce, Fenner & Smith Incorporated and Salomon
Brothers Inc (together, the "Initial Purchasers").

          This Agreement is entered into in connection with the Purchase
Agreement, dated as of November 21, 1996, among the Company, the Trust and the
Initial Purchasers (the "Purchase Agreement"), which provides for the sale by
the Trust to the Initial Purchasers of $200,000,000 aggregate principal amount
of the Trust's 7.95% Capital Securities, liquidation amount $1,000 per security
(the "Capital Securities").  The Company will be the owner of all of the
beneficial ownership interest represented by the common securities (the "Common
Securities") of the Trust.  The Capital Securities and the Common Securities
will be guaranteed by a guarantee (the "Guarantee") by the Company, to the
extent of funds held by the Trust.  Concurrently with the issuance of the
Capital Securities, the Guarantee and the Common Securities, the Trust will
invest the proceeds of each thereof in the Company's 7.95% Junior Subordinated
Debentures (the "Junior Subordinated Debentures" and, together with the Capital
Securities and the Guarantee, the "Securities").  In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Trust and the Company have
agreed to provide the registration rights set forth in this Agreement for the
benefit of the Initial Purchasers and their direct and indirect transferees and
assigns.  The execution and delivery of this Agreement is a condition to the
Initial Purchase obligations to purchase the Capital Securities under the
Purchase Agreement.

          The parties hereby agree as follows:

          1.   DEFINITIONS.  As used in this Agreement, the following
capitalized terms shall have the following meanings:

               BROKER-DEALER:  Any broker or dealer registered under the
     Exchange Act.

               CLOSING DATE:  The date on which the Securities were sold.

               COMMISSION:  The Securities and Exchange Commission.

               CONSUMMATE:  A Registered Exchange Offer shall be deemed
     "Consummated" for purposes of this Agreement upon the occurrence of (i) the
     filing and effectiveness under the Securities Act of the Exchange Offer
     Registration Statement relating to the New Securities to be issued in the
     Exchange Offer, (ii) the maintenance of such Registration Statement
     continuously effective and the keeping of the Exchange Offer open for a
     period not less than the minimum period required pursuant to Section 3(b)
     hereof, and (iii) the delivery by the Company and the Trust of the New
     Securities in the same aggregate principal amount as the aggregate
     principal amount of Transfer Restricted Securities that were tendered by
     Holders thereof pursuant to the Exchange Offer.

               DAMAGES PAYMENT DATE:  With respect to the Securities, each
     Distribution Date until the earlier of (i) the date on which Liquidated
     Damages no longer are payable or (ii) maturity of the Securities.

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                                                                             2

               DECLARATION:  Amended and Restated Declaration of Trust, dated as
     of December 2, 1996, among The First National Bank of Chicago, as Property
     Trustee, First Chicago Delaware Inc., as Delaware Trustee and the other
     trustees named therein, pursuant to which the Capital Securities are being
     issued, as amended or supplemented from time to time in accordance with the
     terms thereof. 

               EFFECTIVENESS TARGET DATE:  As defined in Section 5.

               EXCHANGE ACT:  The Securities Exchange Act of 1934, as amended. 

               EXCHANGE OFFER:  The registration by the Company and the Trust
     under the Securities Act of the New Securities pursuant to a Registration
     Statement pursuant to which the Company and the Trust offer the Holders of
     all outstanding Transfer Restricted Securities the opportunity to exchange
     all such outstanding Transfer Restricted Securities held by such Holders
     for New Securities in an aggregate amount equal to the aggregate amount of
     the Transfer Restricted Securities tendered in such exchange offer by such
     Holders.

               EXCHANGE OFFER REGISTRATION STATEMENT:  The Registration
     Statement relating to the Exchange Offer, including the Prospectus which
     forms a part thereof.

               EXEMPT RESALES:  The transactions in which the Initial Purchasers
     propose to sell the Securities to certain "qualified institutional buyers,"
     as such term is defined in Rule 144A under the Securities Act, to certain
     institutional "accredited investors," as such term is defined in Rule
     501(a)(1), (2), (3) and (7) of Regulation D under the Securities Act
     ("Accredited Institutions") and to certain non-U.S. persons pursuant to
     Regulation S under the Securities Act. 

               GUARANTEE AGREEMENT:  The Guarantee Agreement, dated as of
     December 2, 1996, between the Company and The First National Bank of
     Chicago, as Guarantee Trustee, pursuant to which the Guarantee is being
     issued, as amended or supplemented from time to time in accordance with the
     terms thereof.

               HOLDERS:  As defined in Section 2(b) hereof.

               INDEMNIFIED HOLDER:  As defined in Section 8(a) hereof.

               INDENTURE:  The Indenture, dated as of December 2, 1996, between
     the Company and The First National Bank of Chicago, as trustee (the
     "Trustee"), pursuant to which the Junior Subordinated Debentures are to be
     issued, as such Indenture is amended or supplemented from time to time in
     accordance with the terms thereof.

               INITIAL PURCHASER:  As defined in the preamble hereto.

               DISTRIBUTION:  As defined in the Declaration.

               NASD:  National Association of Securities Dealers, Inc.

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                                                                             3

               NEW JUNIOR SUBORDINATED DEBENTURES:  The Company Junior
     Subordinated Debentures to be issued pursuant to the Indenture in the
     Exchange Offer.

               NEW SECURITIES:  The Securities to be issued pursuant to the
     Indenture, the Declaration and the Guarantee Agreement in the Exchange
     Offer.

               PERSON:  An individual, partnership, corporation, trust or
     unincorporated organization, or a government or agency or political
     subdivision thereof.

               PROSPECTUS:  The prospectus included in a Registration Statement,
     as amended or supplemented by any prospectus supplement and by all other
     amendments thereto, including post-effective amendments, and all material
     incorporated by reference into such Prospectus.

               REGISTRATION DEFAULT:  As defined in Section 5 hereof.

               REGISTRATION STATEMENT:  Any registration statement of the
     Company and the Trust relating to (a) an offering of New Securities
     pursuant to an Exchange Offer or (b) the registration for resale of
     Transfer Restricted Securities pursuant to the Shelf Registration
     Statement, which is filed pursuant to the provisions of this Agreement, in
     each case including the Prospectus included therein, all amendments and
     supplements thereto (including post-effective amendments) and all exhibits
     and material incorporated by reference therein.

               SECURITIES ACT:  The Securities Act of 1933, as amended.

               SHELF FILING DEADLINE:  As defined in Section 4 hereof.

               SHELF REGISTRATION STATEMENT:  As defined in Section 4 hereof. 

               TIA:  The Trust Indenture Act of 1939 (15 U.S.C. Section
     77aaa-77bbbb).

               TRANSFER RESTRICTED SECURITIES:  Each Security, until the
     earliest to occur of (a) the date on which such Security has been exchanged
     by a person other than a Broker-Dealer for New Securities in the Exchange
     Offer, (b) following the exchange by a Broker-Dealer in the Exchange Offer
     of such Securities for one or more New Securities, the date on which such
     New Securities are sold to a purchaser who receives from such Broker-Dealer
     on or prior to the date of such sale a copy of the prospectus contained in
     the Exchange Offer Registration Statement, (c) the date on which such
     Securities have been effectively registered under the Securities Act and
     disposed of in accordance with the Shelf Registration Statement or (d) the
     date on which such Securities are distributed to the public pursuant to
     Rule 144 under the Securities Act.

               UNDERWRITTEN REGISTRATION or UNDERWRITTEN OFFERING:  A
     registration in which securities of the Company and the Trust are sold to
     an underwriter for reoffering to the public.


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                                                                             4

          2.   SECURITIES SUBJECT TO THIS AGREEMENT.

               (a)  TRANSFER RESTRICTED SECURITIES.  The securities entitled to
     the benefits of this Agreement are the Transfer Restricted Securities.

               (b)  HOLDERS OF TRANSFER RESTRICTED SECURITIES.  A Person is
     deemed to be a holder of Transfer Restricted Securities (each, a "Holder")
     whenever such Person owns Transfer Restricted Securities.

          3.   REGISTERED EXCHANGE OFFER.

               (a)  Unless the Exchange Offer shall not be permissible under
     applicable law or Commission policy (after the procedures set forth in
     Section 6(a) below have been complied with), the Company and the Trust
     shall (i) cause to be filed with the Commission as soon as practicable
     after the Closing Date, but in no event later than 150 days after the
     Closing Date, a Registration Statement under the Securities Act relating to
     the New Securities and the Exchange Offer, (ii) use their respective best
     efforts to cause such Registration Statement to become effective at the
     earliest possible time, but in no event later than 180 days after the
     Closing Date, (iii) in connection with the foregoing, file (A) all pre-
     effective amendments to such Registration Statement as may be necessary in
     order to cause such Registration Statement to become effective, (B) if
     applicable, a post-effective amendment to such Registration Statement
     pursuant to Rule 430A under the Securities Act and (C) cause all necessary
     filings in connection with the registration and qualification of the New
     Securities to be made under the Blue Sky laws of such jurisdictions as are
     necessary to permit Consummation of the Exchange Offer, and (iv) unless the
     Exchange Offer would not be permitted by applicable law or Commission
     policy, the Company will commence the Exchange Offer and use its best
     efforts to issue on or prior to 30 business days after the date on which
     such Registration Statement was declared effective by the Commission, New
     Securities in exchange for all Securities tendered prior thereto in the
     Exchange Offer.  The Exchange Offer shall be on the appropriate form
     permitting registration of the New Securities to be offered in exchange for
     the Transfer Restricted Securities and to permit resales of New Securities
     held by Broker-Dealers as contemplated by Section 3(c) below.

               (b)  The Company and the Trust shall cause the Exchange Offer
     Registration Statement to be effective continuously and shall keep the
     Exchange Offer open for a period of not less than the minimum period
     required under applicable federal and state securities laws to Consummate
     the Exchange Offer; PROVIDED, HOWEVER, that in no event shall such period
     be less than 20 business days.  The Company and the Trust shall cause the
     Exchange Offer to comply with all applicable federal and state securities
     laws.  No securities other than the New Securities shall be included in the
     Exchange Offer Registration Statement.  The Company and the Trust shall use
     their best efforts to cause the Exchange Offer to be Consummated on the
     earliest practicable date after the Exchange Offer Registration Statement
     has become effective, but in no event later than 30 business days
     thereafter.


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                                                                             5

               (c)  The Company and the Trust shall indicate in a "Plan of
     Distribution" section contained in the Prospectus contained in the Exchange
     Offer Registration Statement that any Broker-Dealer who holds Securities
     that are Transfer Restricted Securities and that were acquired for its own
     account as a result of market-making activities or other trading activities
     (other than Transfer Restricted Securities acquired directly from the
     Company and the Trust), may exchange such Securities pursuant to the
     Exchange Offer; however, such Broker-Dealer may be deemed to be an
     "underwriter" within the meaning of the Securities Act and must, therefore,
     deliver a prospectus meeting the requirements of the Securities Act in
     connection with any resales of the New Securities received by such Broker-
     Dealer in the Exchange Offer, which prospectus delivery requirement may be
     satisfied by the delivery by such Broker-Dealer of the Prospectus contained
     in the Exchange Offer Registration Statement.  Such "Plan of Distribution"
     section shall also contain all other information with respect to such
     resales by Broker-Dealers that the Commission may require in order to
     permit such resales pursuant thereto, but such "Plan of Distribution" shall
     not name any such Broker-Dealer or disclose the amount of New Securities
     held by any such Broker-Dealer except to the extent required by the
     Commission as a result of a change in policy announced after the date of
     this Agreement.

          The Company and the Trust shall use their respective best efforts to
keep the Exchange Offer Registration Statement continuously effective,
supplemented and amended as required by the provisions of Section 6(c) below to
the extent necessary to ensure that it is available for resales of New
Securities acquired by Broker-Dealers for their own accounts as a result of
market-making activities or other trading activities, and to ensure that it
conforms with the requirements of this Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from time to
time, for a period of 180 days from the date on which the Exchange Offer
Registration Statement is declared effective.

          The Company and the Trust shall provide sufficient copies of the
latest version of such Prospectus to Broker-Dealers promptly upon request at any
time during such 180-day period in order to facilitate such resales.

          4.   SHELF REGISTRATION.

               (a)  SHELF REGISTRATION.  If (i) the Company and the Trust are
     not required to file an Exchange Offer Registration Statement or to
     consummate the Exchange Offer because the Exchange Offer is not permitted
     by applicable law or Commission policy (after the procedures set forth in
     Section 6(a) below have been complied with), (ii) the Company has received
     an opinion of counsel, rendered by a law firm having a nationally
     recognized tax practice, to the effect that, as a result of the
     consummation of the Exchange Offer there is more than an insubstantial risk
     that (x) the Trust would be subject to United States federal income tax
     with respect to income received or accrued on the Junior Subordinated
     Debentures or New Junior Subordinated Debentures, (y) interest payable by
     the Company on such Junior Subordinated Debentures or New Junior
     Subordinated Debentures would not be deductible by the Company, in whole or
     in part, for United States federal income tax purposes, or (z) the Trust
     would be subject to more than a de minimis amount of other taxes, duties or
     other governmental charges or (iii) if 


<PAGE>
                                                                             6

     any Holder of Transfer Restricted Securities that is a "qualified 
     institutional buyer" (as defined in Rule 144A under the Securities Act) 
     or an "accredited investor" (as defined in Rule 501(A)(1), (2), (3) or 
     (7) under the Securities Act) shall notify the Company within 20 
     business days of the Consummation of the Exchange Offer (A) that such 
     Holder is prohibited by applicable law or Commission policy from 
     participating in the Exchange Offer, or (B) that such Holder may not 
     resell the New Securities acquired by it in the Exchange Offer to the 
     public without delivering a prospectus and that the Prospectus contained 
     in the Exchange Offer Registration Statement is not appropriate or 
     available for such resales by such Holder, or (C) that such Holder is a 
     Broker-Dealer and holds Securities acquired directly from the Trust and 
     the Company or one of its affiliates, then the Trust and the Company 
     shall use their respective best efforts to:

                    (x)  cause to be filed a shelf registration
          statement pursuant to Rule 415 under the Securities Act,
          which may be an amendment to the Exchange Offer Registration
          Statement (in either event, the "Shelf Registration
          Statement"), on or prior to the earliest to occur of (1) the
          150th day after the date on which the Trust and the Company
          determines that they are not required to file the Exchange
          Offer Registration Statement or (2) the 150th day after the
          date on which the Trust and the Company receive notice from
          a Holder of Transfer Restricted Securities as contemplated
          by clause (iii) above (such earliest date being the "Shelf
          Filing Deadline"), which Shelf Registration Statement shall
          provide for resales of all Transfer Restricted Securities
          the Holders of which shall have provided the information
          required pursuant to Section 4(b) hereof; and

                    (y)  cause such Shelf Registration Statement to be
          declared effective by the Commission on or before the 180th
          day after the Shelf Filing Deadline.  

     the Trust and the Company shall use their respective best efforts to 
     keep such Shelf Registration Statement continuously effective, 
     supplemented and amended as required by the provisions of Sections 6(b) 
     and (c) hereof to the extent necessary to ensure that it is available 
     for resales of Securities by the Holders of Transfer Restricted 
     Securities entitled to the benefit of this Section 4(a), and to ensure 
     that it conforms with the requirements of this Agreement, the Securities 
     Act and the policies, rules and regulations of the Commission as 
     announced from time to time, for a period ending on the third 
     anniversary of the Closing Date.

               (b)  PROVISION BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION
     WITH THE SHELF REGISTRATION STATEMENT.  No Holder of Transfer Restricted
     Securities may include any of its Transfer Restricted Securities in any
     Shelf Registration Statement pursuant to this Agreement unless and until
     such Holder furnishes to the Trust and the Company in writing, within 20
     business days after receipt of a request therefor, such information as the
     Trust and the Company may reasonably request for use in connection with any
     Shelf Registration Statement or Prospectus or preliminary Prospectus
     included therein.  No 


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                                                                             7

     Holder of Transfer Restricted Securities shall be entitled to Liquidated 
     Damages pursuant to Section 5 hereof unless and until such Holder shall 
     have provided all such reasonably requested information.  Each Holder as 
     to which any Shelf Registration Statement is being effected agrees to 
     furnish promptly to the Trust and the Company all information required 
     to be disclosed in order to make the information previously furnished to 
     the Trust and the Company by such Holder not materially misleading.

          5.   LIQUIDATED DAMAGES.

          (a)  If (a) any of the Registration Statements required by this
Agreement is not filed with the Commission on or prior to the date specified for
such filing in this Agreement, (b) any of such Registration Statements has not
been declared effective by the Commission on or prior to the date specified for
such effectiveness in this Agreement (the "Effectiveness Target Date"), (c) the
Exchange Offer has not been Consummated within 30 business days after the
Effectiveness Target Date with respect to the Exchange Offer Registration
Statement or (d) any Registration Statement required by this Agreement is filed
and declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within two business days
by a post-effective amendment to such Registration Statement that cures such
failure and that is itself immediately declared effective (each such event
referred to in clauses (a) through (d), a "Registration Default"), the Trust and
the Company will pay liquidated damages ("Liquidated Damages") to each Holder of
Capital Securities (in their capacity as such and not in their capacity as an
indirect Holder of their pro rata share of the Junior Subordinated Debentures)
with respect to the first 90-day period immediately following the occurrence of
such Registration Default in an amount equal to $.25 per week per $1,000
liquidation amount of Capital Securities held by such Holder for each week or
portion thereof that the Registration Default continues.  The amount of the
Liquidated Damages payable to any Holder of Capital Securities shall increase by
an additional $.05 per week per $1,000 in principal amount of Capital Securities
held by such Holder with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of Liquidated
Damages of $.50 per week per $1,000 principal amount of Capital Securities.  All
accrued Liquidated Damages shall be paid to Holders by the Trust and the Company
by wire transfer of immediately available funds or by federal funds check on the
last day of each such 90-day period.  Following the cure of all Registration
Defaults relating to any particular Transfer Restricted Securities, the accrual
of Liquidated Damages with respect to such Transfer Restricted Securities will
cease.

          All obligations of the Trust and the Company set forth in the
preceding paragraph that are outstanding with respect to any Transfer Restricted
Security at the time such security ceases to be a Transfer Restricted Security
shall survive until such time as all such obligations with respect to such
Transfer Restricted Security shall have been satisfied in full.

          (b) The Trust and the Company shall notify the Property Trustee within
one business day after each and every date on which an event occurs in respect
of which Liquidated Damages are required to be paid (an "Event Date"). 
Liquidated Damages shall be paid by depositing with the Property Trustee, in
trust, for the benefit of the Holders thereof, on or before the applicable
Interest Payment Date (whether or not any payment other than Liquidated Damages
is payable on the Capital Securities), immediately available funds in sums
sufficient to pay the Liquidated Damages then due to Holders of Transfer
Restricted Securities with respect to which


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                                                                               8


the Property Trustee serves.  Each obligation to pay Liquidated Damages shall 
be deemed to accrue from the applicable date of the occurrence of the 
Registration Default.

          6.   REGISTRATION PROCEDURES.

               (a)  EXCHANGE OFFER REGISTRATION STATEMENT.  In connection with
     the Exchange Offer, the Trust and the Company shall comply with all of the
     provisions of Section 6(c) below, shall use their best efforts to effect
     such exchange to permit the sale of Transfer Restricted Securities being
     sold in accordance with the intended method or methods of distribution
     thereof, and shall comply with all of the following provisions:

                    (i)   If in the reasonable opinion of counsel to the Trust
          and the Company there is a question as to whether the Exchange Offer
          is permitted by applicable law, the Trust and the Company hereby
          agrees to seek a no-action letter or other favorable decision from the
          Commission allowing the Trust and the Company to Consummate an
          Exchange Offer for such Securities.  The Trust and the Company hereby
          agree to pursue the issuance of such a decision to the Commission
          staff level but shall not be required to take commercially
          unreasonable action to effect a change of Commission policy.  The
          Trust and the Company hereby agree, however, to (A) participate in
          telephonic conferences with the Commission, (B) deliver to the
          Commission staff an analysis prepared by counsel to the Trust and the
          Company setting forth the legal bases, if any, upon which such counsel
          has concluded that such an Exchange Offer should be permitted and 
          (C) diligently pursue a resolution (which need not be favorable) by 
          the Commission staff of such submission.

                    (ii)  As a condition to its participation in the Exchange
          Offer pursuant to the terms of this Agreement, each Holder of Transfer
          Restricted Securities shall furnish, upon the request of the Trust or
          the Company, prior to the Consummation thereof, a written
          representation to the Trust or the Company (which may be contained in
          the letter of transmittal contemplated by the Exchange Offer
          Registration Statement) to the effect that (A) it is not an affiliate
          of the Trust or the Company, (B) it is not engaged in, and does not
          intend to engage in, and has no arrangement or understanding with any
          person to participate in, a distribution of the New Securities to be
          issued in the Exchange Offer and (C) it is acquiring the New
          Securities in its ordinary course of business.  In addition, all such
          Holders of Transfer Restricted Securities shall otherwise cooperate in
          the Company's and the Trust's preparations for the Exchange Offer. 
          Each Holder hereby acknowledges and agrees that any Broker-Dealer and
          any such Holder using the Exchange Offer to participate in a
          distribution of the securities to be acquired in the Exchange Offer
          (1) could not under Commission policy as in effect on the date of this
          Agreement rely on the position of the Commission enunciated in MORGAN
          STANLEY AND CO., INC. (available June 5, 1991) and EXXON CAPITAL
          HOLDINGS CORPORATION (available May 13, 1988), as interpreted in the
          Commission's letter to Shearman & Sterling dated July 2, 1993, and
          similar no-action letters (including any no-action letter obtained
          pursuant to clause (i) above), and (2) must comply with the
          registration and prospectus delivery requirements 

<PAGE>

                                                                               9


          of the Securities Act in connection with a secondary resale 
          transaction and that such a secondary resale transaction should be 
          covered by an effective registration statement containing the 
          selling security holder information required by Item 507 or 508, as 
          applicable, of Regulation S-K if the resales are of New Securities 
          obtained by such Holder in exchange for Securities acquired by such 
          Holder directly from the Trust or the Company.

                    (iii) Prior to effectiveness of the Exchange Offer
          Registration Statement, the Company and the Trust shall provide a
          supplemental letter to the Commission (A) stating that the Company and
          the Trust are registering the Exchange Offer in reliance on the
          position of the Commission enunciated in EXXON CAPITAL HOLDINGS
          CORPORATION (available May 13, 1988), MORGAN STANLEY AND CO., INC.
          (available June 5, 1991) and, if applicable, any no-action letter
          obtained pursuant to clause (i) above and (B) including a
          representation that the Company and the Trust have not entered into
          any arrangement or understanding with any Person to distribute the New
          Securities to be received in the Exchange Offer and that, to the best
          of the Company's and the Trust's information and belief, each Holder
          participating in the Exchange Offer is acquiring the New Securities in
          its ordinary course of business and has no arrangement or
          understanding with any Person to participate in the distribution of
          the New Securities received in the Exchange Offer.

               (b)  SHELF REGISTRATION STATEMENT.  In connection with the Shelf
     Registration Statement, the Company and the Trust shall comply with all the
     provisions of Section 6(c) below and shall use their best efforts to effect
     such registration to permit the sale of the Transfer Restricted Securities
     being sold in accordance with the intended method or methods of
     distribution thereof, and pursuant thereto the Company and the Trust will
     as expeditiously as possible prepare and file with the Commission a
     Registration Statement relating to the registration on any appropriate form
     under the Securities Act, which form shall be available for the sale of the
     Transfer Restricted Securities in accordance with the intended method or
     methods of distribution thereof. 

               (c)  GENERAL PROVISIONS.  In connection with any Registration
     Statement and any Prospectus required by this Agreement to permit the sale
     or resale of Transfer Restricted Securities (including, without limitation,
     any Registration Statement and the related Prospectus required to permit
     resales of Securities by Broker-Dealers), the Company and the Trust shall:

                    (i)   use their best efforts to keep such Registration
          Statement continuously effective and provide all requisite financial
          statements for the period specified in Section 3 or 4 of this
          Agreement, as applicable; upon the occurrence of any event that would
          cause any such Registration Statement or the Prospectus contained
          therein (A) to contain a material misstatement or omission or (B) not
          to be effective and usable for resale of Transfer Restricted
          Securities during the period required by this Agreement, the Company
          and the Trust shall file promptly an appropriate amendment to such
          Registration Statement, in the case of clause (A), correcting any such
          misstatement or omission, and, in the case of either 

<PAGE>

                                                                              10


          clause (A) or (B), use their best efforts to cause such amendment 
          to be declared effective and such Registration Statement and the 
          related Prospectus to become usable for their intended purpose(s) 
          as soon as practicable thereafter;

                    (ii)  prepare and file with the Commission such amendments
          and post-effective amendments to the Registration Statement as may be
          necessary to keep the Registration Statement effective for the
          applicable period set forth in Section 3 or 4 hereof, as applicable,
          or such shorter period as will terminate when all Transfer Restricted
          Securities covered by such Registration Statement have been sold;
          cause the Prospectus to be supplemented by any required Prospectus
          supplement, and as so supplemented to be filed pursuant to Rule 424
          under the Securities Act, and to comply fully with the applicable
          provisions of Rules 424 and 430A under the Securities Act in a timely
          manner; and comply with the provisions of the Securities Act with
          respect to the disposition of all securities covered by such
          Registration Statement during the applicable period in accordance with
          the intended method or methods of distribution by the sellers thereof
          set forth in such Registration Statement or supplement to the
          Prospectus;

                    (iii) advise the underwriter(s), if any, and selling
          Holders promptly and, if requested by such Persons, to confirm such
          advice in writing, (A) when the Prospectus or any Prospectus
          supplement or post-effective amendment has been filed, and, with
          respect to any Registration Statement or any post-effective amendment
          thereto, when the same has become effective, (B) of any request by the
          Commission for amendments to the Registration Statement or amendments
          or supplements to the Prospectus or for additional information
          relating thereto, (C) of the issuance by the Commission of any stop
          order suspending the effectiveness of the Registration Statement under
          the Securities Act or of the suspension by any state securities
          commission of the qualification of the Transfer Restricted Securities
          for offering or sale in any jurisdiction, or the initiation of any
          proceeding for any of the preceding purposes, (D) of the existence of
          any fact or the happening of any event that makes any statement of a
          material fact made in the Registration Statement, the Prospectus, any
          amendment or supplement thereto, or any document incorporated by
          reference therein untrue, or that requires the making of any additions
          to or changes in the Registration Statement or the Prospectus in order
          to make the statements therein not misleading.  If at any time the
          Commission shall issue any stop order suspending the effectiveness of
          the Registration Statement, or any state securities commission or
          other regulatory authority shall issue an order suspending the
          qualification or exemption from qualification of the Transfer
          Restricted Securities under state securities or Blue Sky laws, the
          Trust and the Company shall use their best efforts to obtain the
          withdrawal or lifting of such order at the earliest possible time;

                    (iv)  furnish to each of the selling Holders and each of the
          underwriter(s), if any, before filing with the Commission, copies of
          any Registration Statement or any Prospectus included therein or any
          amendments or supplements to any such Registration Statement or
          Prospectus (including all documents incorporated by reference after
          the initial filing of such Registration 

<PAGE>

                                                                              11


          Statement), which documents will be subject to the review of such 
          Holders and underwriter(s), if any, for a period of at least five 
          business days, and the Trust and the Company will not file any such 
          Registration Statement or Prospectus or any amendment or supplement 
          to any such Registration Statement or Prospectus (including all 
          such documents incorporated by reference) to which a selling Holder 
          of Transfer Restricted Securities covered by such Registration 
          Statement or the underwriter(s), if any, shall reasonably object 
          within five business days after the receipt thereof.  A selling 
          Holder or underwriter, if any, shall be deemed to have reasonably 
          objected to such filing if such Registration Statement, amendment, 
          Prospectus or supplement, as applicable, as proposed to be filed, 
          contains a material misstatement or omission;

                    (v)    promptly prior to the filing of any document that is
          to be incorporated by reference into a Registration Statement or
          Prospectus, provide copies of such document to the selling Holders and
          to the underwriter(s), if any, make the Trust's and the Company's
          representatives available for discussion of such document and other
          customary due diligence matters, and include such information in such
          document prior to the filing thereof as such selling Holders or
          underwriter(s), if any, reasonably may request;

                    (vi)   make available at reasonable times for inspection by
          the selling Holders, any underwriter participating in any disposition
          pursuant to such Registration Statement, and any attorney or
          accountant retained by such selling Holders or any of the
          underwriter(s), all financial and other records, pertinent corporate
          documents and properties of the Trust and the Company and cause the
          Trust's and the Company's officers, directors, managers and employees
          to supply all information reasonably requested by any such Holder,
          underwriter, attorney or accountant in connection with such
          Registration Statement subsequent to the filing thereof and prior to
          its effectiveness;

                    (vii)  if requested by any selling Holders or the
          underwriter(s), if any, promptly incorporate in any Registration
          Statement or Prospectus, pursuant to a supplement or post-effective
          amendment if necessary, such information as such selling Holders and
          underwriter(s), if any, may reasonably request to have included
          therein, including, without limitation, information relating to the
          "Plan of Distribution" of the Transfer Restricted Securities,
          information with respect to the principal amount of Transfer
          Restricted Securities being sold to such underwriter(s), the purchase
          price being paid therefor and any other terms of the offering of the
          Transfer Restricted Securities to be sold in such offering; and make
          all required filings of such Prospectus supplement or post-effective
          amendment as soon as practicable after the Trust and the Company are
          notified of the matters to be incorporated in such Prospectus
          supplement or post-effective amendment;

                    (viii) cause the Transfer Restricted Securities covered
          by the Registration Statement to be rated with the appropriate rating
          agencies, if so requested by the Holders of a majority in aggregate
          principal amount of Securities covered thereby or the underwriter(s),
          if any;

<PAGE>

                                                                              12


                    (ix)   furnish to each selling Holder and each of the
          underwriter(s), if any, without charge, at least one copy of the
          Registration Statement, as first filed with the Commission, and of
          each amendment thereto, including all documents incorporated by
          reference therein and all exhibits (including exhibits incorporated
          therein by reference);

                    (x)    deliver to each selling Holder and each of the
          underwriter(s), if any, without charge, as many copies of the
          Prospectus (including each preliminary prospectus) and any amendment
          or supplement thereto as such Persons reasonably may request; the
          Trust and the Company hereby consent to the use of the Prospectus and
          any amendment or supplement thereto by each of the selling Holders and
          each of the underwriter(s), if any, in connection with the offering
          and the sale of the Transfer Restricted Securities covered by the
          Prospectus or any amendment or supplement thereto;

                    (xi)   enter into such agreements (including an underwriting
          agreement), and make such representations and warranties, and take all
          such other actions in connection therewith in order to expedite or
          facilitate the disposition of the Transfer Restricted Securities
          pursuant to any Registration Statement contemplated by this Agreement,
          all to such extent as may be requested by any Purchaser or by any
          Holder of Transfer Restricted Securities or underwriter in connection
          with any sale or resale pursuant to any Registration Statement
          contemplated by this Agreement; and in connection with an Underwritten
          Registration, the Trust and the Company shall:

                         (A)  upon request, furnish to each selling Holder and
               each underwriter, if any, in such substance and scope as they may
               request and as are customarily made by issuers to underwriters in
               primary underwritten offerings, upon the date of the
               effectiveness of the Shelf Registration Statement: 

                              (1)  a certificate, dated the date of the
                    effectiveness of the Shelf Registration Statement, signed by
                    (y) the Chairman of the Board its President or a Vice
                    President and (z) the Chief Financial Officer of the
                    Company, confirming, as of the date thereof, such matters as
                    such parties may reasonably request;

                              (2)  an opinion, dated the date of the
                    effectiveness of the Shelf Registration Statement, of
                    counsel for the Company and the Trust, covering such matters
                    as such parties may reasonably request, and in any event
                    including a statement to the effect that such counsel has
                    participated in conferences with officers and other
                    representatives of the Company and the Trust,
                    representatives of the independent public accountants for
                    the Company, the Initial Purchasers' representatives and the
                    Initial Purchasers' counsel in connection with the
                    preparation of such Registration Statement and the related
                    Prospectus and have considered the matters required to 

<PAGE>

                                                                              13


                    be stated therein and the statements contained therein,
                    although such counsel has not independently verified the
                    accuracy, completeness or fairness of such statements; and
                    that such counsel advises that, on the basis of the
                    foregoing (relying as to materiality to a large extent upon
                    facts provided to such counsel by officers and other
                    representatives of the Company and the Trust and without
                    independent check or verification), no facts came to such
                    counsel's attention that caused such counsel to believe that
                    the applicable Registration Statement, at the time such
                    Registration Statement or any post-effective amendment
                    thereto became effective, contained an untrue statement of a
                    material fact or omitted to state a material fact required
                    to be stated therein or necessary to make the statements
                    therein not misleading, or that the Prospectus contained in
                    such Registration Statement as of its date, contained an
                    untrue statement of a material fact or omitted to state a
                    material fact necessary in order to make the statements
                    therein, in light of the circumstances under which they were
                    made, not misleading.  Without limiting the foregoing, such
                    counsel may state further that such counsel assumes no
                    responsibility for, and has not independently verified, the
                    accuracy, completeness or fairness of the financial
                    statements, notes and schedules and other financial data
                    included in any Registration Statement contemplated by this
                    Agreement or the related Prospectus; and
 
                              (3)  a customary comfort letter, dated the date of
                    the effectiveness of the Shelf Registration Statement, from
                    the Company's independent accountants, in the customary form
                    and covering matters of the type customarily covered in
                    comfort letters by underwriters in connection with primary
                    underwritten offerings. 

                         (B)  set forth in full or incorporate by reference in
               the underwriting agreement, if any, the indemnification
               provisions and procedures of Section 8 hereof with respect to all
               parties to be indemnified pursuant to said Section; and

                         (C)  deliver such other documents and certificates as
               may be reasonably requested by such parties to evidence
               compliance with clause (A) above and with any customary
               conditions contained in the underwriting agreement or other
               agreement entered into by the Company and the Trust pursuant to
               this clause (xi), if any.

                         If at any time the representations and warranties of
               the Company contemplated in clause (A)(1) above cease to be true
               and correct, the Company shall so advise the Initial Purchasers
               and the underwriter(s), if any, and each selling Holder promptly
               and, if requested by such Persons, shall confirm such advice in
               writing;

<PAGE>

                                                                              14


                    (xii)   prior to any public offering of Transfer
          Restricted Securities, cooperate with the selling Holders, the
          underwriter(s), if any, and their respective counsel in connection
          with the registration and qualification of the Transfer Restricted
          Securities under the securities or Blue Sky laws of such jurisdictions
          as the selling Holders or underwriter(s) may reasonably request and do
          any and all other acts or things necessary or advisable to enable the
          disposition in such jurisdictions of the Transfer Restricted
          Securities covered by the Shelf Registration Statement; PROVIDED,
          HOWEVER, that neither the Company nor the Trust shall not be required
          to register or qualify as a foreign corporation where it is not now so
          qualified or to take any action that would subject it to the service
          of process in suits or to taxation, other than as to matters and
          transactions relating to the Registration Statement, in any
          jurisdiction where it is not now so subject;

                    (xiii)  shall issue, upon the request of any Holder of
          Securities covered by the Shelf Registration Statement, New Securities
          in the same amount as the Securities surrendered to the Company and
          the Trust by such Holder in exchange therefor or being sold by such
          Holder; such New Securities to be registered in the name of such
          Holder or in the name of the purchaser(s) of such Securities, as the
          case may be; in return, the Securities held by such Holder shall be
          surrendered to the Company and the Trust for cancellation;

                    (xiv)   cooperate with the selling Holders and the
          underwriter(s), if any, to facilitate the timely preparation and
          delivery of certificates representing Transfer Restricted Securities
          to be sold and not bearing any restrictive legends; and enable such
          Transfer Restricted Securities to be in such denominations and
          registered in such names as the Holders or the underwriter(s), if any,
          may request at least two business days prior to any sale of Transfer
          Restricted Securities made by such underwriter(s);

                    (xv)    use its best efforts to cause the Transfer 
          Restricted Securities covered by the Registration Statement to be 
          registered with or approved by such other governmental agencies or 
          authorities as may be necessary to enable the seller or sellers 
          thereof or the underwriter(s), if any, to consummate the 
          disposition of such Transfer Restricted Securities, subject to the 
          proviso contained in clause (xii) above;

                    (xvi)   if any fact or event contemplated by 
          clause (c)(iii)(D) above shall exist or have occurred, prepare a 
          supplement or post-effective amendment to the Registration 
          Statement or related Prospectus or any document incorporated 
          therein by reference or file any other required document so that, 
          as thereafter delivered to the purchasers of Transfer Restricted 
          Securities, the Prospectus will not contain an untrue statement of 
          a material fact or omit to state any material fact necessary to 
          make the statements therein not misleading;

                    (xvii)  provide CUSIP numbers for all Transfer Restricted
          Securities not later than the effective date of the Registration
          Statement and provide certificates for the Transfer Restricted
          Securities; 

<PAGE>

                                                                              15


                    (xviii) cooperate and assist in any filings required to be
          made with the NASD and in the performance of any due diligence
          investigation by any underwriter (including any "qualified independent
          underwriter") that is required to be retained in accordance with the
          rules and regulations of the NASD, and use its best efforts to cause
          such Registration Statement to become effective and approved by such
          governmental agencies or authorities as may be necessary to enable the
          Holders selling Transfer Restricted Securities to consummate the
          disposition of such Transfer Restricted Securities;

                    (xix)   otherwise use its best efforts to comply with all
          applicable rules and regulations of the Commission, and make generally
          available to its security holders, as soon as practicable, a
          consolidated earnings statement meeting the requirements of Rule 158
          (which need not be audited) for the twelve-month period (A) commencing
          at the end of any fiscal quarter in which Transfer Restricted
          Securities are sold to underwriters in a firm or best efforts
          Underwritten Offering or (B) if not sold to underwriters in such an
          offering, beginning with the first month of the Company's first fiscal
          quarter commencing after the effective date of the Registration
          Statement;

                    (xx)    cause the Indenture and the Declaration to be 
          qualified under the TIA not later than the effective date of the first
          Registration Statement required by this Agreement, and, in connection
          therewith, cooperate with the Trustee and the Holders of Securities to
          effect such changes to the Indenture and the Declaration as may be
          required for such Indenture and the Declaration to be so qualified in
          accordance with the terms of the TIA; and execute and use their best
          efforts to cause the Indenture Trustee, Guarantee Trustee and the
          Property Trustee to execute, all documents that may be required to
          effect such changes and all other forms and documents required to be
          filed with the Commission to enable such Indenture to be so qualified
          in a timely manner; and

                    (xxi)   provide promptly to each Holder upon request each
          document filed with the Commission pursuant to the requirements of
          Section 13 and Section 15 of the Exchange Act.

          Each Holder agrees by acquisition of a Transfer Restricted Security
that, upon receipt of any notice from the Company or the Trust of the existence
of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder
will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement until such Holder's receipt of
the copies of the supplemented or amended Prospectus contemplated by 
Section 6(c)(xvi) hereof, or until it is advised in writing (the "Advice") by 
the Company or the Trust that the use of the Prospectus may be resumed, and 
has received copies of any additional or supplemental filings that are 
incorporated by reference in the Prospectus.  If so directed by the Company 
or the Trust, each Holder will deliver to the Company or the Trust (at the 
Company's and the Trust's expense) all copies, other than permanent file 
copies then in such Holder's possession, of the Prospectus covering such 
Transfer Restricted Securities that was current at the time of receipt of 
such notice.  In the event the Company or the Trust shall give any such 
notice, the time period regarding the effectiveness of such Registration 
Statement set forth in Section 3 

<PAGE>

                                                                              16


or 4 hereof, as applicable, shall be extended by the number of days 
during the period from and including the date of the giving of such 
notice pursuant to Section 6(c)(iii)(D) hereof to and including the 
date when each selling Holder covered by such Registration 
Statement shall have received the copies of the supplemented or 
amended Prospectus contemplated by Section 6(c)(xvi) hereof or 
shall have received the Advice.

          7.   REGISTRATION EXPENSES.

          All expenses incident to the Company's and the Trust's performance of
or compliance with this Agreement will be borne by the Company and the Trust,
regardless of whether a Registration Statement becomes effective, including
without limitation: (i) all registration and filing fees and expenses (including
filings made by any Purchaser or Holder with the NASD (and, if applicable, the
fees and expenses of any "qualified independent underwriter" and its counsel
that may be required by the rules and regulations of the NASD)); (ii) all fees
and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing certificates
for the New Securities to be issued in the Exchange Offer and printing of
Prospectuses), messenger and delivery services and telephone; (iv) all fees and
disbursements of counsel for the Company and the Trust; (v) all application and
filing fees in connection with listing Securities on a national securities
exchange or automated quotation system pursuant to the requirements hereof; and
(vi) all fees and disbursements of independent certified public accountants of
the Company and the Trust (including the expenses of any special audit and
comfort letters required by or incident to such performance); provided, however,
that neither the Company nor the Trust shall bear any costs independently
incurred by any Holders in connection with this Agreement, including fees and
expenses associated with such Holder's legal counsel or accountants.).

          The Company and the Trust will, in any event, bear their internal
expenses (including, without limitation, all salaries and expenses of their
officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company or the Trust.

          8.   INDEMNIFICATION AND CONTRIBUTION.

          (a)  In connection with a Shelf Registration Statement or in
connection with any delivery of a Prospectus contained in an Exchange Offer
Registration Statement by any participating Broker-Dealer or Initial Purchaser,
as applicable, who seeks to sell New Securities, the Company and the Trust shall
indemnify and hold harmless each Holder of Transfer Restricted Securities
included within any such Shelf Registration Statement and each participating
Broker-Dealer or Initial Purchaser selling New Securities, and each person, if
any, who controls any such person within the meaning of Section 15 of the
Securities Act (each, a "Participant") from and against any loss, claim, damage
or liability, joint or several, or any action in respect thereof (including, but
not limited to, any loss, claim, damage, liability or action relating to
purchases and sales of Securities) to which such Participant or controlling
person may become subject, under the Securities Act or otherwise, insofar as
such loss, claim, damage, liability or action arises out of, or is based upon,
(i) any untrue statement or alleged untrue statement of a material fact
contained in any such Registration Statement or any prospectus forming part
thereof or in any amendment or supplement thereto or (ii) the omission or
alleged omission to state therein a


<PAGE>
                                                                            17

material fact required to be stated therein or necessary to make the 
statements therein not misleading, and shall reimburse each Participant 
promptly upon demand for any legal or other expenses reasonably incurred by 
such Participant in connection with investigating or defending or preparing 
to defend against any such loss, claim, damage, liability or action as such 
expenses are incurred; PROVIDED, HOWEVER, that (i) the Company and the Trust 
shall not be liable in any such case to the extent that any such loss, claim, 
damage, liability or action arises out of, or is based upon, any untrue 
statement or alleged untrue statement or omission or alleged omission made in 
any such Registration Statement or any prospectus forming part thereof or in 
any such amendment or supplement in reliance upon and in conformity with 
written information furnished to the Company and the Trust by or on behalf of 
any Participant specifically for inclusion therein; and PROVIDED FURTHER that 
as to any preliminary Prospectus, the indemnity agreement contained in this 
Section 8(a) shall not inure to the benefit of any such Participant or any 
controlling person of such Participant on account of any loss, claim, damage, 
liability or action arising from the sale of the New Securities to any person 
by that Participant if (i) that Participant failed to send or give a copy of 
the Prospectus, as the same may be amended or supplemented, to that person 
within the time required by the Securities Act and (ii) the untrue statement 
or alleged untrue statement of a material fact or omission or alleged 
omission to state a material fact in such preliminary Prospectus was 
corrected in the Prospectus, unless, in each case, such failure resulted from 
non-compliance by the Company and the Trust with Section 6(c).  The foregoing 
indemnity agreement is in addition to any liability which the Company and the 
Trust may otherwise have to any Participant or to any controlling person of 
that Participant.

          (b)  Each Participant, severally and not jointly, shall indemnify and
hold harmless the Company and the Trust, each of its directors, officers,
employees or agents and each person, if any, who controls the Company and the
Trust within the meaning of Section 15 of the Securities Act, from and against
any loss, claim, damage or liability, joint or several, or any action in respect
thereof, to which the Company and the Trust or any such director, officer,
employees or agents or controlling person may become subject, under the
Securities Act or otherwise, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon, (i) any untrue statement or alleged
untrue statement of a material fact contained in any preliminary Prospectus,
Registration Statement or Prospectus or in any amendment or supplement thereto
or (ii) the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but in each case only to the extent that the untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company and the
Trust by or on behalf of that Participant specifically for inclusion herein, and
shall reimburse the Company and the Trust and any such director, officer,
employees or agents or controlling person for any legal or other expenses
reasonably incurred by the Company and the Trust or any such director, officer,
employees or agents or controlling person in connection with investigating or
defending or preparing to defend against any such loss, claim, damage, liability
or action as such expenses are incurred.  The foregoing indemnity agreement is
in addition to any liability which any Participant may otherwise have to the
Company and the Trust or any such director, officer or controlling person.

          (c)  Promptly after receipt by an indemnified party under this Section
8 of notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the 

<PAGE>
                                                                            18

indemnifying party in writing of the claim or the commencement of that 
action; PROVIDED, HOWEVER, that the failure to notify the indemnifying party 
shall not relieve it from any liability which it may have under this Section 
8 except to the extent it has been materially prejudiced by such failure and, 
PROVIDED FURTHER, that the failure to notify the indemnifying party shall not 
relieve it from any liability which it may have to an indemnified party 
otherwise than under this Section 8. If any such claim or action shall be 
brought against an indemnified party, and it shall have notified the 
indemnifying party thereof, the indemnifying party shall be entitled to 
participate therein and, to the extent that it wishes, jointly with any other 
similarly notified indemnifying party, to assume the defense thereof with 
counsel satisfactory to the indemnified party.  After notice from the 
indemnifying party to the indemnified party of its election to assume the 
defense of such claim or action, the indemnifying party shall not be liable 
to the indemnified party under this Section 8 for any legal or other expenses 
subsequently incurred by the indemnified party in connection with the defense 
thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that 
the Initial Purchasers shall have the right to employ counsel to represent 
jointly the Initial Purchasers and those other Participants and their 
respective officers, employees and controlling persons who may be subject to 
liability arising out of any claim in respect of which indemnity may be 
sought by the Participants against the Company and the Trust under this 
Section 8 if, in the reasonable judgment of the Initial Purchasers it is 
advisable for the Initial Purchasers and those Participants, officers, 
employees and controlling persons to be jointly represented by separate 
counsel, and in that event the fees and expenses of such separate counsel 
shall be paid by the Trust and the Company. Each indemnified party, as a 
condition of the indemnity agreements contained in Section 8, shall use its 
best efforts to cooperate with the indemnifying party in the defense of any 
such action or claim.  No indemnifying party shall (i) without the prior 
written consent of the indemnified parties (which consent shall not be 
unreasonably withheld), settle or compromise or consent to the entry of any 
judgment with respect to any pending or threatened claim, action, suit or 
proceeding in respect of which indemnification or contribution may be sought 
hereunder (whether or not the indemnified parties are actual or potential 
parties to such claim or action) unless such settlement, compromise or 
consent includes an unconditional release of each indemnified party from all 
liability arising out of such claim, action, suit or proceeding, or (ii) be 
liable for any settlement of any such action effected without its written 
consent (which consent shall not be unreasonably withheld), but if settled 
with its written consent or if there be a final judgment of the plaintiff in 
any such action, the indemnifying party agrees to indemnify and hold harmless 
any indemnified party from and against any loss of liability by reason of 
such settlement or judgment.

          (d)  If the indemnification provided for in this Section 8 shall for
any reason be unavailable to or insufficient to hold harmless an indemnified
party under Section 8(a) or 8(b) in respect of any loss, claim, damage or
liability, or any action in respect thereof, referred to therein, then each
indemnifying party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or liability, or action in respect thereof, in such
proportion as shall be appropriate to reflect the relative fault of the Trust
and the Company on the one hand and the Participants on the other with respect
to the statements or omissions which resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant equitable
considerations.  The relative fault shall be determined by reference to whether
the untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the Trust
and the Company or the Participants, the intent of 

<PAGE>
                                                                            19

the parties and their relative knowledge, access to information and 
opportunity to correct or prevent such statement or omission.  The Company 
and the Trust and the Participants agree that it would not be just and 
equitable if contributions pursuant to this Section 8(d) were to be 
determined by pro rata allocation (even if the Participants were treated as 
one entity for such purpose) or by any other method of allocation which does 
not take into account the equitable considerations referred to herein.  The 
amount paid or payable by an indemnified party as a result of the loss, 
claim, damage or liability, or action in respect thereof, referred to above 
in this Section 8(d) shall be deemed to include, for purposes of this Section 
8(d), any legal or other expenses reasonably incurred by such indemnified 
party in connection with investigating or defending any such action or claim. 
 Notwithstanding the provisions of this Section 8(d), no Participant shall be 
required to contribute any amount in excess of the amount by which proceeds 
received by such Participant from an offering of the Notes exceeds the amount 
of any damages which such Participant has otherwise paid or become liable to 
pay by reason of any untrue or alleged untrue statement or omission or 
alleged omission.  No person guilty of fraudulent misrepresentation (within 
the meaning of Section 11(f) of the Securities Act) shall be entitled to 
contribution from any person who was not guilty of such fraudulent 
misrepresentation.  The Participants' obligations to contribute as provided 
in this Section 8(d) are several and not joint.

          9.   RULE 144A.

          The Company and the Trust hereby agrees with each Holder, for so long
as any Transfer Restricted Securities remain outstanding, to make available to
any Holder or beneficial owner of Transfer Restricted Securities in connection
with any sale thereof and any prospective purchaser of such Transfer Restricted
Securities from such Holder or beneficial owner, the information required by
Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A.

          10.  PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.

          No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder's Transfer Restricted
Securities on the basis provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements and (b) completes
and executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the
terms of such underwriting arrangements.

          11.  SELECTION OF UNDERWRITERS.

          The Holders of Transfer Restricted Securities covered by the Shelf
Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering.  In any such Underwritten Offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Holders of a majority in
aggregate principal amount of the Transfer Restricted Securities included in
such offering; PROVIDED, that such investment bankers and managers must be
reasonably satisfactory to the Company.

<PAGE>
                                                                            20
          12.  MISCELLANEOUS.

               (a)  REMEDIES.  The Company and the Trust agree that monetary
     damages (including the liquidated damages contemplated hereby) would not be
     adequate compensation for any loss incurred by reason of a breach by it of
     the provisions of this Agreement and hereby agree to waive the defense in
     any action for specific performance that a remedy at law would be adequate.

               (b)  NO INCONSISTENT AGREEMENTS.  The Company and the Trust will
     not on or after the date of this Agreement enter into any agreement with
     respect to their securities that is inconsistent with the rights granted to
     the Holders in this Agreement or otherwise conflicts with the provisions
     hereof.  The Company and the Trust have not previously entered into any
     agreement granting any registration rights with respect to their securities
     to any Person.  The rights granted to the Holders hereunder do not in any
     way conflict with and are not inconsistent with the rights granted to the
     holders of the Trust's and the Company's securities under any agreement in
     effect on the date hereof.

               (c)  ADJUSTMENTS AFFECTING THE NOTES.  The Company and the Trust
     will not take any action, or permit any change to occur, with respect to
     Securities that would materially and adversely affect the ability of the
     Holders to Consummate any Exchange Offer.

               (d)  AMENDMENTS AND WAIVERS.  The provisions of this Agreement
     may not be amended, modified or supplemented, and waivers or consents to or
     departures from the provisions hereof may not be given unless the Company
     and the Trust have obtained the written consent of Holders of a majority of
     the outstanding principal amount of Transfer Restricted Securities. 
     Notwithstanding the foregoing, a waiver or consent to departure from the
     provisions hereof that relates exclusively to the rights of Holders whose
     securities are being tendered pursuant to the Exchange Offer and that does
     not affect directly or indirectly the rights of other Holders whose
     securities are not being tendered pursuant to such Exchange Offer may be
     given by the Holders of a majority of the outstanding principal amount of
     Transfer Restricted Securities being tendered or registered.

               (e)  NOTICES.  All notices and other communications provided for
     or permitted hereunder shall be made in writing by hand-delivery, first-
     class mail (registered or certified, return receipt requested), telex,
     telecopier, or air courier guaranteeing overnight delivery:

                    (i)  if to a Holder, at the address set forth on the records
          of the Declaration; and

                    (ii) if to the Company and the Trust:
                         Paris P. Thermenos
                         Barnett Banks, Inc.
                         50 North Laura Street
                         Jacksonville, Florida 32202

<PAGE>
                                                                            21

                         With a copy to:

                         Halcyon E. Skinner, Esq.
                         Mahoney Adams & Criser
                         3400 Barnett Center
                         50 North Laura Street
                         Jacksonville, Florida 32201


               All such notices and communications shall be deemed to have been
     duly given:  at the time delivered by hand, if personally delivered; five
     business days after being deposited in the mail, postage prepaid, if
     mailed; when answered back, if telexed; when receipt acknowledged, if
     telecopied; and on the next business day, if timely delivered to an air
     courier guaranteeing overnight delivery.

               Copies of all such notices, demands or other communications shall
     be concurrently delivered by the Person giving the same to the Trustee at
     the address specified in the Indenture.

               (f)  SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the
     benefit of and be binding upon the successors and assigns of each of the
     parties, including without limitation and without the need for an express
     assignment, subsequent Holders of Transfer Restricted Securities; PROVIDED,
     HOWEVER, that this Agreement shall not inure to the benefit of or be
     binding upon a successor or assign of a Holder unless and to the extent
     such successor or assign acquired Transfer Restricted Securities from such
     Holder.

               (g)  COUNTERPARTS.  This Agreement may be executed in any number
     of counterparts and by the parties hereto in separate counterparts, each of
     which when so executed shall be deemed to be an original and all of which
     taken together shall constitute one and the same agreement.

               (h)  HEADINGS.  The headings in this Agreement are for
     convenience of reference only and shall not limit or otherwise affect the
     meaning hereof.

               (i)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
     CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
     REGARD TO THE CONFLICT OF LAW RULES THEREOF.

               (j)  SEVERABILITY.  In the event that any one or more of the
     provisions contained herein, or the application thereof in any
     circumstance, is held invalid, illegal or unenforceable, the validity,
     legality and enforceability of any such provision in every other respect
     and of the remaining provisions contained herein shall not be affected or
     impaired thereby.

<PAGE>
                                                                            22

               (k)  ENTIRE AGREEMENT.  This Agreement together with the other
     transaction documents is intended by the parties as a final expression of
     their agreement and intended to be a complete and exclusive statement of
     the agreement and understanding of the parties hereto in respect of the
     subject matter contained herein.  There are no restrictions, promises,
     warranties or undertakings, other than those set forth or referred to
     herein with respect to the registration rights granted by the Company and
     the Trust with respect to the Transfer Restricted Securities.  This
     Agreement supersedes all prior agreements and understandings between the
     parties with respect to such subject matter.

               (l)  REQUIRED CONSENTS.  Whenever the consent or approval of
     Holders of a specified percentage of Transfer Restricted Securities is
     required hereunder, Transfer restricted Securities held by the Company or
     its affiliates (as such term is defined in Rule 405 under the Securities
     Act) shall not be counted in determining whether such consent or approval
     was given by the Holders of such required percentage.

<PAGE>
                                                                            23

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


                                       BARNETT BANKS, INC.


                                       By:_________________________________
                                          Name: Hinton F. Nobles, Jr.
                                          Title: Executive Vie President


                                       BARNETT CAPITAL II


                                       By:_________________________________
                                          Name: Paris P. Thermenos
                                          Title: Regular Trustee



Accepted as of the date thereof

Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.,
Merrill Lynch, Pirce, Fenner & Smith Incorporated 
Salomon Brothers Inc

Acting severally on behalf of 
  themselves and the several
  Purchasers named herein

    By  MORGAN STANLEY & CO. INCORPORATED.


          By: ______________________________
              Name:
              Title:

<PAGE>

            Schedule A to Registration Rights Agreement dated as of 
            December 2, 1996 among Barnett Banks, Inc. ("Barnett"), 
           Barnett Capital II, and Morgan Stanley & Co. Incorporated, 
          Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith 
     Incorporated, and Salomon Brothers Inc, for the benefit of holders of 
                    Capital Securities of Barnett Capital II

     Due to their similarity to the above-referenced agreement, Barnett has
omitted to file the following documents and sets forth their material
differences below:

          A.   Registration Rights Agreement dated as of November 27, 1996 among
     Barnett and Barnett Capital I and  Morgan Stanley & Co., Incorporated,
     Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Salomon Brothers
     Inc, for the benefit of holders of Capital Securities of Barnett Capital I.

          B.   Registration Rights Agreement dated as of January 28, 1997, among
     Barnett and Barnett Capital III and Morgan Stanley & Co., Incorporated and
     Chase Securities Inc., as initial purchasers, for the benefit of holders of
     the Capital Securities of Barnett Capital III.