<PAGE>

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                               GUARANTEE AGREEMENT

                               BARNETT CAPITAL II

                          DATED AS OF DECEMBER 2, 1996

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<PAGE>
 
                             CROSS REFERENCE TABLE*

Section of Trust                                                              
Indenture Act of                                                      Section of
1939, as amended                                                       Agreement

310(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4.1(a)
310(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4.1(c)
310(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Inapplicable
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.2(b)
311(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.2(b)
311(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Inapplicable
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.2(a)
312(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.2(b)
312(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.9
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3
313(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3
313(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3
313(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.4
314(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Inapplicable
314(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5
314(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Inapplicable
314(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5
314(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Inapplicable
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3.1(d); 3.2(a)
315(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.7(a)
315(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3.1(c)
315(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3.1(d)
316(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.6; 5.4(a)
317(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.10; 5.4
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.1(b)

--------------------

*    This Cross-Reference Table does not constitute part of the Agreement and 
     shall not have any bearing upon the interpretation of any of its terms 
     or provisions.

<PAGE>
 
                              TABLE OF CONTENTS

                                                                           Page
                                                                           ----

                                 ARTICLE 1

                INTERPRETATION AND DEFINITIONS. . . . . . . . . . . . . . .   1
SECTION 1.1   INTERPRETATION AND DEFINITIONS. . . . . . . . . . . . . . . .   1

                                 ARTICLE 2

              TRUST INDENTURE ACT. . . . . . . . . . . . . . . . . . . . . .  4
SECTION 2.1   TRUST INDENTURE ACT; APPLICATION . . . . . . . . . . . . . . .  4
SECTION 2.2   LISTS OF HOLDERS OF SECURITIES . . . . . . . . . . . . . . . .  5
SECTION 2.3   REPORTS BY GUARANTEE TRUSTEE . . . . . . . . . . . . . . . . .  5
SECTION 2.4   PERIODIC REPORTS TO GUARANTEE TRUSTEE. . . . . . . . . . . . .  5
SECTION 2.5   EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT . . . . . . .  5
SECTION 2.6   GUARANTEE EVENT OF DEFAULT; WAIVER . . . . . . . . . . . . . .  5
SECTION 2.7   GUARANTEE EVENT OF DEFAULT; NOTICE . . . . . . . . . . . . . .  6
SECTION 2.8   CONFLICTING INTERESTS. . . . . . . . . . . . . . . . . . . . .  6
SECTION 2.9   DISCLOSURE OF INFORMATION. . . . . . . . . . . . . . . . . . .  6
SECTION 2.10  GUARANTEE TRUSTEE MAY FILE PROOFS OF CLAIM . . . . . . . . . .  6

                                ARTICLE 3

              POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE . . . . . . . .  7
SECTION 3.1   POWERS AND DUTIES OF GUARANTEE TRUSTEE . . . . . . . . . . . .  7
SECTION 3.2   CERTAIN RIGHTS OF GUARANTEE TRUSTEE. . . . . . . . . . . . . .  8
SECTION 3.3   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF GUARANTEE. . . . . 10

                               ARTICLE 4

              GUARANTEE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 4.1   GUARANTEE TRUSTEE; ELIGIBILITY . . . . . . . . . . . . . . . . 10
SECTION 4.2   APPOINTMENT, REMOVAL AND RESIGNATION OF GUARANTEE TRUSTEE. . . 11

                              ARTICLE 5

              GUARANTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.1   GUARANTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.2   WAIVER OF NOTICE AND DEMAND. . . . . . . . . . . . . . . . . . 12
SECTION 5.3   OBLIGATIONS NOT AFFECTED . . . . . . . . . . . . . . . . . . . 12
SECTION 5.4   RIGHTS OF HOLDERS. . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.5   GUARANTEE OF PAYMENT . . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.6   SUBROGATION. . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.7   INDEPENDENT OBLIGATIONS. . . . . . . . . . . . . . . . . . . . 14

                                     -i-
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                                                                           Page
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                              ARTICLE 6

              LIMITATION OF TRANSACTIONS; SUBORDINATION. . . . . . . . . . . 15
SECTION 6.1   LIMITATION OF TRANSACTIONS . . . . . . . . . . . . . . . . . . 15
SECTION 6.2   RANKING. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

                              ARTICLE 7

              TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . .  15
SECTION 7.1   TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . .  15

                              ARTICLE 8

              INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . .  16
SECTION 8.1   EXCULPATION . . . . . . . . . . . . . . . . . . . . . . . . .  16
SECTION 8.2   INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . .  16

                             ARTICLE 9

              MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . .  16
SECTION 9.1   SUCCESSORS AND ASSIGNS. . . . . . . . . . . . . . . . . . . .  16
SECTION 9.2   AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . .  17
SECTION 9.3   NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
SECTION 9.4   BENEFIT . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
SECTION 9.5   GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . .  18
SECTION 9.6   EXECUTION . . . . . . . . . . . . . . . . . . . . . . . . . .  18

                                     -ii-
<PAGE>

                             GUARANTEE AGREEMENT


          This GUARANTEE AGREEMENT (the "Guarantee"), dated as of December 2, 
1996, is executed and delivered by Barnett Banks, Inc., a Florida corporation 
(the "Guarantor"), and The First National Bank of Chicago, as trustee (the 
"Guarantee Trustee"), for the benefit of the Holders (as defined herein) of 
the Securities (as defined herein) of Barnett Capital II, a Delaware 
statutory business trust (the "Trust").

                            W I T N E S S E T H :
                                       
          WHEREAS, pursuant to the Declaration (as defined herein), the Trust 
is issuing on the date hereof $200,000,000 aggregate principal amount of 
capital securities, having an aggregate liquidation amount of $1,000, 
designated the 7.95% Capital Securities (the "Capital Securities") and 
6,186,000 common securities, having an aggregate liquidation amount of 
$1,000, designated the 7.95% Common Securities (the "Common Securities"; 
together with the Capital Securities, the "Securities");

          WHEREAS, as incentive for the Holders to purchase the Securities, 
the Guarantor desires irrevocably and unconditionally to agree, to the extent 
set forth in this Guarantee, to pay to the Holders of the Securities the 
Guarantee Payments (as defined herein) and to make certain other payments on 
the terms and conditions set forth herein; and that if a Trust Enforcement 
Event has occurred and is continuing, the rights of holders of the Common 
Securities to receive payments under this Guarantee are subordinated to the 
rights of Holders of Capital Securities to receive Guarantee Payments under 
this Guarantee.

          NOW, THEREFORE, in consideration of the purchase by each Holder of 
Securities, which purchase the Guarantor hereby agrees shall benefit the 
Guarantor, the Guarantor executes and delivers this Guarantee for the benefit 
of the Holders.
                                       
                                  ARTICLE 1

                        INTERPRETATION AND DEFINITIONS

          SECTION 1.1  INTERPRETATION AND DEFINITIONS.  In this Guarantee, 
unless the context otherwise requires:

          (a) capitalized terms used in this Guarantee but not defined in the 
     preamble above have the respective meanings assigned to them in this 
     Section 1.1;

          (b) a term defined anywhere in this Guarantee has the same meaning 
     throughout;

          (c) all references to "the Guarantee" or "this Guarantee" are to 
     this Guarantee as modified, supplemented or amended from time to time;

<PAGE>
                                                                           2

          (d) all references in this Guarantee to Articles and Sections are 
     to Articles and Sections of this Guarantee, unless otherwise specified;

          (e) a term defined in the Trust Indenture Act has the same meaning 
     when used in this Guarantee, unless otherwise defined in this Guarantee 
     or unless the context otherwise requires; and

          (f) a reference to the singular includes the plural and vice versa 
     and a reference to the masculine includes, as applicable, the feminine.

          "Affiliate" has the same meaning as given to that term in Rule 405 
of the Securities Act of 1933, as amended, or any successor rule thereunder.

          "Business Day" has the meaning given to such term in the Indenture.

          "Corporate Trust Office" means the office of the Guarantee Trustee 
at which the corporate trust business of the Guarantee Trustee shall at any 
particular time, be principally administered, which office at the date of 
execution of this Guarantee is located at 153 West 51st Street, New York, New 
York 10019.

          "Covered Person" means any Holder or beneficial owner of Securities.

          "Debentures" means the series of subordinated deferrable interest 
debentures to be issued by the Guarantor, designated the 7.95% Junior 
Subordinated Debentures due 2026 held by the Property Trustee (as defined in 
the Declaration) of the Trust.

          "Declaration" means the Amended and Restated Declaration of Trust, 
dated as of December 2, 1996, as amended, modified or supplemented from time 
to time, among the trustees of the Trust named therein, the Guarantor, as 
sponsor, and the holders from time to time of undivided beneficial ownership 
interests in the assets of the Trust.

          "Guarantee Event of Default" means a default by the Guarantor on 
any of its payment or other obligations under this Guarantee.

          "Guarantee Trustee" means The First National Bank of Chicago, until 
a successor Guarantee Trustee has been appointed and has accepted such 
appointment pursuant to the terms of this Guarantee and thereafter means each 
such Successor Guarantee Trustee.

          "Guarantee Payments" means the following payments or distributions, 
without duplication, with respect to the Securities, to the extent not paid 
or made by the Trust: (i) any accumulated and unpaid Distributions (as 
defined in the Declaration) that are required to be paid on such Securities 
to the extent the Trust shall have sufficient funds available therefor at the 
time, (ii) the redemption price, including all accrued and unpaid 
Distributions to the date of redemption with respect to any Securities called 
for redemption by the Trust, to the extent the Trust shall have sufficient 
funds available therefor at the time, and (iii) upon a voluntary or 
involuntary dissolution, winding-up or termination of the Trust (other than 
in connection 

<PAGE>
                                                                           3

with the distribution of Debentures to the Holders in exchange for Securities 
as provided in the Declaration), the lesser of (a) the aggregate of the 
liquidation amount and all accrued and unpaid Distributions on the Securities 
to the date of payment, and (b) the amount of assets of the Trust remaining 
available for distribution to Holders in liquidation of the Trust (in either 
case, the "Liquidation Distribution").  If a Trust Enforcement Event (as 
defined in the Declaration) has occurred and is continuing, the rights of 
holders of the Common Securities to receive Guarantee Payments under this 
Guarantee are subordinated to the rights of Holders of the Capital Securities 
to receive payments hereunder.

          "Holder" shall mean any holder of Securities, as registered on the 
books and records of the Trust; provided, however, that, in determining 
whether the Holders of the requisite percentage of Capital Securities have 
given any request, notice, consent or waiver hereunder, "Holder" shall not 
include the Guarantor or any Affiliate of the Guarantor or any other obligor 
on the Capital Securities; and provided further, that in determining whether 
the Holders of the requisite liquidation amount of Capital Securities have 
voted on any matter provided for in this Guarantee, then for the purpose of 
such determination only (and not for any other purpose hereunder), if the 
Capital Securities remain in the form of one or more Global Certificates (as 
defined in the Declaration), the term "Holders" shall mean the holder of the 
Global Certificate acting at the direction of the Preferred Security 
Beneficial Owners (as defined in the Declaration).

          "Indemnified Person" means the Guarantee Trustee, any Affiliate of 
the Guarantee Trustee, and any officers, directors, shareholders, members, 
partners, employees, representatives, nominees, custodians or agents of the 
Guarantee Trustee.

          "Indenture" means the Indenture, dated as of December 2, 1996, 
among the Guarantor (the "Company") and The First National Bank of Chicago, 
as trustee, and any indenture supplemental thereto pursuant to which the 
Debentures are to be issued to the Property Trustee (as defined in the 
Declaration) of the Trust.

          "Majority in Liquidation Amount of the Securities" means, except as 
provided in the terms of the Securities or by the Trust Indenture Act, 
Holder(s) of outstanding Securities, voting separately as a class, who are 
the record holders of more than 50% of the aggregate liquidation amount 
(including the stated amount that would be paid on redemption, liquidation or 
otherwise, plus accrued and unpaid Distributions to the date upon which the 
voting percentages are determined) of all outstanding Securities. In 
determining whether the Holders of the requisite amount of Securities have 
voted, Securities which are owned by the Guarantor or any Affiliate of the 
Guarantor shall be disregarded for the purpose of any such determination.

          "Officers' Certificate" means, with respect to any Person, a 
certificate signed on behalf of such Person by two Authorized Officers (as 
defined in the Declaration) of such Person.  Any Officers' Certificate 
delivered with respect to compliance with a condition or covenant provided 
for in this Guarantee shall include:

<PAGE>
                                                                           4

          (a)  a statement that each officer signing the Officers' 
     Certificate has read the covenant or condition and the definitions 
     relating thereto;

          (b)  a brief statement of the nature and scope of the examination 
     or investigation undertaken by each officer on behalf of such Person in 
     rendering the Officers' Certificate;

          (c)  a statement that each such officer has made such examination 
     or investigation as, in such officer's opinion, is necessary to enable 
     such officer on behalf of such Person to express an informed opinion as 
     to whether or not such covenant or condition has been complied with; and

          (d)  a statement as to whether, in the opinion of each such officer 
     acting on behalf of such Person, such condition or covenant has been 
     complied with.

          "Person" means a legal person, including any individual, 
corporation, estate, partnership, joint venture, association, joint stock 
company, limited liability company, trust, unincorporated association, or 
government or any agency or political subdivision thereof, or any other 
entity of whatever nature.

          "Responsible Officer" means, with respect to the Guarantee Trustee, 
any officer within the Corporate Trust Office of the Guarantee Trustee, 
including any vice president, any assistant vice president, the secretary, 
any assistant secretary, the treasurer, any assistant treasurer or other 
officer of the Corporate Trust Office of the Guarantee Trustee customarily 
performing functions similar to those performed by any of the above 
designated officers and also means, with respect to a particular corporate 
trust matter, any other officer to whom such matter is referred because of 
that officer's knowledge of and familiarity with the particular subject.

          "Successor Guarantee Trustee" means a successor Guarantee Trustee 
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as 
amended from time to time, or any successor legislation.
                                       
                                   ARTICLE 2

                              TRUST INDENTURE ACT

          SECTION 2.1  TRUST INDENTURE ACT; APPLICATION. (a) This Guarantee 
is subject to the provisions of the Trust Indenture Act that are required to 
be part of this Guarantee and shall, to the extent applicable, be governed by 
such provisions.

<PAGE>

                                                                               5


          (b)  If and to the extent that any provision of this Guarantee 
limits, qualifies or conflicts with the duties imposed by Sections 310 to 
317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

          SECTION 2.2  LISTS OF HOLDERS OF SECURITIES.  (a) The Guarantor 
shall provide the Guarantee Trustee with a list, in such form as the 
Guarantee Trustee may reasonably require, of the names and addresses of the 
Holders of the Securities ("List of Holders"), (i) semi-annually, not later 
than June 30 and December 31 of each year and current as of such date, and 
(ii) at such other times as the Guarantee Trustee may request in writing, 
within 30 days of receipt by the Guarantor of a written request from the 
Guarantee Trustee for a List of Holders as of a date no more than 15 days 
before such List of Holders is given to the Guarantee Trustee; excluding from 
any such list names and addresses received by the Guarantee Trustee in its 
capacity as Security Registrar (as defined in the Indenture).  The Guarantee 
Trustee shall preserve, in as current a form as is reasonably practicable, 
all information contained in Lists of Holders given to it, provided that it 
may destroy any List of Holders previously given to it on receipt of a new 
List of Holders.

          (b)  The Guarantee Trustee shall comply with its obligations under 
Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

          SECTION 2.3  REPORTS BY GUARANTEE TRUSTEE.  Within 60 days after 
May 15 of each year (commencing with the year of the first anniversary of the 
issuance of the Securities), the Guarantee Trustee shall provide to the 
Holders of the Securities such reports as are required by Section 313 of the 
Trust Indenture Act (if any) in the form and in the manner provided by 
Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also 
comply with the requirements of Section 313(d) of the Trust Indenture Act.

          SECTION 2.4  PERIODIC REPORTS TO GUARANTEE TRUSTEE.  The Guarantor 
shall provide to the Guarantee Trustee such documents, reports and 
information as required by Section 314 (if any) of the Trust Indenture Act 
and the compliance certificate required by Section 314 of the Trust Indenture 
Act in the form, in the manner and at the times required by Section 314 of 
the Trust Indenture Act.

          SECTION 2.5  EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.  The 
Guarantor shall provide to the Guarantee Trustee such evidence of compliance 
with any conditions precedent, if any, provided for in this Guarantee that 
relate to any of the matters set forth in Section 314(c) of the Trust 
Indenture Act.  Any certificate or opinion required to be given by an officer 
pursuant to Section 314(c)(1) may be given in the form of an Officers' 
Certificate.

          SECTION 2.6  GUARANTEE EVENT OF DEFAULT; WAIVER.  The Holders of a 
Majority in Liquidation Amount of the Securities may, by vote or written 
consent, on behalf of the Holders of all of the Securities, waive any past 
Guarantee Event of default and its consequences.  Upon such waiver, any such 
Guarantee Event of Default shall cease to exist, and any Guarantee Event of 
Default arising therefrom shall be deemed to have been cured, for 

<PAGE>

                                                                               6


every purpose of this Guarantee, but no such waiver shall extend to any 
subsequent or other default or Guarantee Event of Default or impair any right 
consequent thereon.

          SECTION 2.7  GUARANTEE EVENT OF DEFAULT; NOTICE.  (a)  The 
Guarantee Trustee shall, within 90 days after the occurrence of a Guarantee 
Event of Default, transmit by mail, first class postage prepaid, to the 
Holders of the Securities, notices of all Guarantee Events of Default 
actually known to a Responsible Officer of the Guarantee Trustee, unless such 
defaults have been cured before the giving of such notice; provided, that the 
Guarantee Trustee shall be protected in withholding such notice if and so 
long as a Responsible Officer of the Guarantee Trustee in good faith 
determines that the withholding of such notice is in the interests of the 
Holders of the Securities.

          (b)  The Guarantee Trustee shall not be deemed to have knowledge of 
any Guarantee Event of Default unless the Guarantee Trustee shall have 
received written notice thereof or a Responsible Officer of the Guarantee 
Trustee charged with the administration of the Declaration shall have 
obtained actual knowledge thereof.

          SECTION 2.8  CONFLICTING INTERESTS.  The Declaration shall be 
deemed to be specifically described in this Guarantee for the purposes of 
clause (i) of the first provision contained in Section 310(b) of the Trust 
Indenture Act.

          SECTION 2.9  DISCLOSURE OF INFORMATION.  The disclosure of 
information as to the names and addresses of the Holders of the Securities in 
accordance with Section 312 of the Trust Indenture Act, regardless of the 
source from which such information was derived, shall not be deemed to be a 
violation of any existing law, or any law hereafter enacted which does not 
specifically refer to Section 312 of the Trust Indenture Act, nor shall the 
Guarantee Trustee be held accountable by reason of mailing any material 
pursuant to a request made under Section 312(b) of the Trust Indenture Act.

          SECTION 2.10  GUARANTEE TRUSTEE MAY FILE PROOFS OF CLAIM.  Upon the 
occurrence of a Guarantee Event of Default, the Guarantee Trustee is hereby 
authorized to (a) recover judgment, in its own name and as trustee of an 
express trust, against the Guarantor for the whole amount of any Guarantee 
Payments remaining unpaid and (b) file such proofs of claim and other papers 
or documents as may be necessary or advisable in order to have its claims and 
those of the Holders of the Securities allowed in any judicial proceedings 
relative to the Guarantor, its creditors or its property.

<PAGE>

                                                                               7


                               ARTICLE 3

                     POWERS, DUTIES AND RIGHTS OF
                          GUARANTEE TRUSTEE

          SECTION 3.1  POWERS AND DUTIES OF GUARANTEE TRUSTEE.

          (a)  This Guarantee shall be held by the Guarantee Trustee on 
behalf of the Trust for the benefit of the Holders of the Securities, and the 
Guarantee Trustee shall not transfer this Guarantee to any Person except a 
Holder of Securities exercising his or her rights pursuant to Section 5.4(b) 
or to a Successor Guarantee Trustee on acceptance by such Successor Guarantee 
Trustee.  The right, title and interest of the Guarantee Trustee in and to 
this Guarantee shall automatically vest in any Successor Guarantee Trustee, 
and such vesting and cessation of title shall be effective whether or not 
conveyancing documents have been executed and delivered pursuant to the 
appointment of such Successor Guarantee Trustee.

          (b)  If a Guarantee Event of Default actually known to a 
Responsible Officer of the Guarantee Trustee has occurred and is continuing, 
the Guarantee Trustee shall enforce this Guarantee for the benefit of the 
Holders of the Securities.

          (c)  The Guarantee Trustee, before the occurrence of any Guarantee 
Event of Default and after the curing of all Guarantee Events of Default that 
may have occurred, shall undertake to perform only such duties as are 
specifically set forth in this Guarantee, and no implied covenants shall be 
read into this Guarantee against the Guarantee Trustee.  In case a Guarantee 
Event of Default has occurred (that has not been cured or waived pursuant to 
Section 2.6) and is actually known to a Responsible Officer of the Guarantee 
Trustee, the Guarantee Trustee shall exercise such of the rights and powers 
vested in it by this Guarantee, and use the same degree of care and skill in 
its exercise thereof, as a prudent person would exercise or use under the 
circumstances in the conduct of his or her own affairs.

          (d)  No provision of this Guarantee shall be construed to relieve 
the Guarantee Trustee from liability for its own negligent action, its own 
negligent failure to act, or its own willful misconduct, except that:

               (i)  prior to the occurrence of any Guarantee Event of Default 
          and after the curing or waiving of all such Guarantee Events of 
          Default that may have occurred:

                    (A)  the duties and obligations of the Guarantee Trustee 
               shall be determined solely by the express provisions of this 
               Guarantee, and the Guarantee Trustee shall not be liable except 
               for the performance of such duties and obligations as are 
               specifically set forth in this Guarantee, and no implied 
               covenants or obligations shall be read into this Guarantee 
               against the Guarantee Trustee; and

<PAGE>

                                                                               8


                    (B)  in the absence of bad faith on the part of the 
               Guarantee Trustee, the Guarantee Trustee may conclusively rely, 
               as to the truth of the statements and the correctness of the 
               opinions expressed therein, upon any certificates or opinions 
               furnished to the Guarantee Trustee and conforming to the 
               requirements of this Guarantee; but in the case of any such 
               certificates or opinions that by any provision hereof are 
               specifically required to be furnished to the Guarantee Trustee, 
               the Guarantee Trustee shall be under a duty to examine the same 
               to determine whether or not they conform to the requirements of 
               this Guarantee;

               (ii)  the Guarantee Trustee shall not be liable for any error 
          of judgment made in good faith by a Responsible Officer of the 
          Guarantee Trustee, unless it shall be proved that the Guarantee 
          Trustee was negligent in ascertaining the pertinent facts upon which 
          such judgment was made;

               (iii)  the Guarantee Trustee shall not be liable with respect 
          to any action taken or omitted to be taken by it in good faith in 
          accordance with the direction of the Holders of not less than a 
          Majority in Liquidation Amount of the Securities relating to the 
          time, method and place of conducting any proceeding for any remedy 
          available to the Guarantee Trustee, or exercising any trust or power 
          conferred upon the Guarantee Trustee under this Guarantee; and

               (iv)  no provision of this Guarantee shall require the 
          Guarantee Trustee to expend or risk its own funds or otherwise incur 
          personal financial liability in the performance of any of its duties 
          or in the exercise of any of its rights or powers, if the Guarantee 
          Trustee shall have reasonable grounds for believing that the 
          repayment of such funds or liability is not reasonably assured to it 
          under the terms of this Guarantee or indemnify, reasonably 
          satisfactory to the Guarantee Trustee, against such risk or 
          liability is not reasonably assured to it.

          SECTION 3.2  CERTAIN RIGHTS OF GUARANTEE TRUSTEE. 
(a)  Subject to the provisions of Section 3.1:

               (i)  The Guarantee Trustee may conclusively rely, and shall be 
          fully protected in acting or refraining from acting upon, any 
          resolution, certificate, statement, instrument, opinion, report, 
          notice, request, direction, consent, order, bond, debenture, note, 
          other evidence of indebtedness or other paper or document believed 
          by it to be genuine and to have been signed, sent or presented by 
          the proper party or parties.

               (ii)  Any direction or act of the Guarantor contemplated by 
          this Guarantee shall be sufficiently evidenced by an Officers' 
          Certificate.

<PAGE>

                                                                               9


               (iii)  Whenever, in the administration of this Guarantee, the 
          Guarantee Trustee shall deem it desirable that a matter be proved or 
          established before taking, suffering or omitting any action 
          hereunder, the Guarantee Trustee (unless other evidence is herein 
          specifically prescribed) may, in the absence of bad faith on its 
          part, request and conclusively rely upon an Officers' Certificate 
          which, upon receipt of such request, shall be promptly delivered by 
          the Guarantor.

               (iv)  The Guarantee Trustee shall have no duty to see to any 
          recording, filing or registration or any instrument (or any 
          rerecording, refiling or registration thereof).

               (v)  The Guarantee Trustee may consult with counsel, and the 
          advice or opinion of such counsel with respect to legal matters 
          shall be full and complete authorization and protection in respect 
          of any action taken, suffered or omitted by it hereunder in good 
          faith and in accordance with such advice or opinion.  Such counsel 
          may be counsel to the Guarantor or any of its Affiliates and may 
          include any of its employees.  The Guarantee Trustee shall have the 
          right at any time to seek instructions concerning the administration 
          of this Guarantee from any court of competent jurisdiction.

               (vi)  The Guarantee Trustee shall be under no obligation to 
          exercise any of the rights or powers vested in it by this Guarantee 
          at the request or direction of any Holder, unless such Holder shall 
          have provided to the Guarantee Trustee such security and indemnity, 
          reasonably satisfactory to the Guarantee Trustee, against the costs, 
          expenses (including attorneys' fees and expenses and the expenses of 
          the Guarantee Trustee's agents, nominees or custodians) and 
          liabilities that might be incurred by it in complying with such 
          request or direction, including such reasonable advances as may be 
          requested by the Guarantee Trustee; provided, that nothing contained 
          in this Section 3.2(a)(vi) shall be taken to relieve the Guarantee 
          Trustee, upon the occurrence of a Guarantee Event of Default, of its 
          obligation to exercise the rights and powers vested in it by this 
          Guarantee.

               (vii)  The Guarantee Trustee shall not be bound to make any 
          investigation into the facts or matters stated in any resolution, 
          certificate, statement, instrument, opinion, report, notice, 
          request, direction, consent, order, bond, debenture, note, other 
          evidence of indebtedness or other paper or document, but the 
          Guarantee Trustee, in its discretion, may make such further inquiry 
          or investigation into such facts or matters as it may see fit.

               (viii)  The Guarantee Trustee may execute any of the trusts or 
          powers hereunder or perform any duties hereunder either directly or 
          by or through agents, nominees, custodians or attorneys, and the 
          Guarantee Trustee shall not be responsible for any misconduct or 
          negligence on the part of any agent or attorney appointed with due 
          care by it hereunder.

<PAGE>

                                                                              10


               (ix)  Any action taken by the Guarantee Trustee or its agents 
          hereunder shall bind the Holders of the Securities, and the 
          signature of the Guarantee Trustee or its agents alone shall be 
          sufficient and effective to perform any such action.  No third party 
          shall be required to inquire as to the authority of the Guarantee 
          Trustee to so act or as to its compliance with any of the terms and 
          provisions of this Guarantee, both of which shall be conclusively 
          evidenced by the Guarantee Trustee's or its agent's taking such 
          action.

               (x)  Whenever in the administration of this Guarantee the 
          Guarantee Trustee shall deem it desirable to receive instructions 
          with respect to enforcing any remedy or right or taking any other 
          action hereunder, the Guarantee Trustee (i) may request instructions 
          from the Holders of a Majority in Liquidation Amount of the 
          Securities, (ii) may refrain from enforcing such remedy or right or 
          taking such other action until such instructions are received, and 
          (iii) shall be protected in conclusively relying on or acting in 
          accordance with such instructions.

          (b)  No provision of this Guarantee shall be deemed to impose any 
duty or obligation on the Guarantee Trustee to perform any act or acts or 
exercise any right, power, duty or obligation conferred or imposed on it in 
any jurisdiction in which it shall be illegal, or in which the Guarantee 
Trustee shall be unqualified or incompetent in accordance with applicable 
law, to perform any such act or acts or to exercise any such right, power, 
duty or obligation.  No permissive power or authority available to the 
Guarantee Trustee shall be construed to be a duty.

          SECTION 3.3  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF GUARANTEE. 
 The recitals contained in this Guarantee shall be taken as the statements of 
the Guarantor, and the Guarantee Trustee does not assume any responsibility 
for their correctness.  The Guarantee Trustee makes no representations as to 
the validity or sufficiency of this Guarantee.


                               ARTICLE 4

                           GUARANTEE TRUSTEE

          SECTION 4.1  GUARANTEE TRUSTEE; ELIGIBILITY.

          (a)  There shall be at all times a Guarantee Trustee which shall:

                (i)  not be an Affiliate of the Guarantor; and

               (ii)  be a corporation organized and doing business under the 
          laws of the United States of America or any State or Territory 
          thereof or of the District of Columbia, or a corporation or Person 
          permitted by the Securities and Exchange Commission to act as an 
          institutional trustee under the Trust Indenture Act, authorized 
          under such laws to exercise corporate trust powers, 

<PAGE>

                                                                              11


          having a combined capital and surplus of at least 50 million 
          U.S. dollars ($50,000,000), and subject to supervision or 
          examination by Federal, State, Territorial or District of Columbia 
          authority.  If such corporation publishes reports of condition at 
          least annually, pursuant to law or to the requirements of the 
          supervising or examining authority referred to above, then, for the 
          purposes of this Section 4.1(a)(ii), the combined capital and 
          surplus of such corporation shall be deemed to be its combined 
          capital and surplus as set forth in its most recent report of 
          condition so published.

          (b)  If at any time the Guarantee Trustee shall cease to be 
eligible to so act under Section 4.1(a), the Guarantee Trustee shall 
immediately resign in the manner and with the effect set out in Section 
4.2(c).

          (c)  If the Guarantee Trustee has or shall acquire any "conflicting 
interest" within the meaning of Section 310(b) of the Trust Indenture Act, 
the Guarantee Trustee and Guarantor shall in all respects comply with the 
provisions of Section 310(b) of the Trust Indenture Act.

          SECTION 4.2  APPOINTMENT, REMOVAL AND RESIGNATION OF GUARANTEE 
TRUSTEE.

          (a)  Subject to Section 4.1(b), the Guarantee Trustee may be 
appointed or removed with or without cause at any time by the Guarantor.

          (b)  The Guarantee Trustee shall not be removed in accordance with 
Section 4.2(a) until a Successor Guarantee Trustee has been appointed and has 
accepted such appointment by written instrument executed by such Successor 
Guarantee Trustee and delivered to the Guarantor.

          (c)  The Guarantee Trustee appointed to office shall hold such 
office until a Successor Guarantee Trustee shall have been appointed or until 
its removal or resignation.  The Guarantee Trustee may resign from office 
(without need for prior or subsequent accounting) by an instrument in writing 
executed by the Guarantee Trustee and delivered to the Guarantor, which 
resignation shall not take effect until a Successor Guarantee Trustee has 
been appointed and has accepted such appointment by instrument in writing 
executed by such Successor Guarantee Trustee and delivered to the Guarantor 
and the resigning Guarantee Trustee.

          (d)  If no Successor Guarantee Trustee shall have been appointed 
and accepted appointment as provided in this Section 4.2 within 30 days after 
delivery to the Guarantor of an instrument of removal or resignation, the 
removed or resigning Guarantee Trustee may petition any court of competent 
jurisdiction for appointment of a Successor Guarantee Trustee.  Such court 
may thereupon, after prescribing such notice, if any, as it may deem proper, 
appoint a Successor Guarantee Trustee.

          (e)  No Guarantee Trustee shall be liable for the acts or omissions 
to act of any Successor Guarantee Trustee.

<PAGE>

                                                                              12


          (f)  Upon termination of this Guarantee or removal or resignation 
of the Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall 
pay to the Guarantee Trustee all amounts owing for fees and reimbursement of 
expenses which have accrued to the date of such termination, removal or 
resignation.


                               ARTICLE 5

                               GUARANTEE

          SECTION 5.1  GUARANTEE.

          The Guarantor irrevocably and unconditionally agrees to pay in full 
to the Holders the Guarantee Payments (without duplication of amounts 
theretofore paid by the Trust), as and when due, regardless of any defense, 
right of set-off or counterclaim that the Trust may have or assert. The 
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct 
payment of the required amounts by the Guarantor to the Holders or by causing 
the Trust to pay such amounts to the Holders.

          SECTION 5.2  WAIVER OF NOTICE AND DEMAND.

          The Guarantor hereby waives notice of acceptance of this Guarantee 
and of any liability to which it applies or may apply, presentment, demand 
for payment, any right to require a proceeding first against the Trust or any 
other Person before proceeding against the Guarantor, protest, notice of 
nonpayment, notice of dishonor, notice of redemption and all other notices 
and demands. Notwithstanding anything to the contrary herein, the Guarantor 
retains all of its rights under the Indenture to (i) extend the interest 
payment period on the Debentures and the Guarantor shall not be obligated 
hereunder to make any Guarantee Payments during any Extended Interest Payment 
Period (as defined in the Indenture) with respect to the Distributions (as 
defined in the Declaration) on the Securities, and (ii) change the maturity 
date of the Debentures to the extent permitted by the Indenture.

          SECTION 5.3  OBLIGATIONS NOT AFFECTED.

          The obligations, covenants, agreements and duties of the Guarantor 
under this Guarantee shall be absolute and unconditional and shall remain in 
full force and effect until the entire liquidation amount of all outstanding 
Securities shall have been paid and such obligation shall in no way be 
affected or impaired by reason of the happening from time to time of any 
event, including without limitation, the following, whether or not with 
notice to, or the consent of, the Guarantor:

          (a)  The release or waiver, by operation of law or otherwise, of the 
     performance or observance by the Trust of any express or implied 
     agreement, 

<PAGE>

                                                                              13


     covenant, term or condition relating to the Securities to be performed or 
     observed by the Trust;

          (b)  The extension of time for the payment by the Trust of all or 
     any portion of the Distributions, Redemption Price (as defined in the 
     Indenture), Liquidation Distribution or any other sums payable under the 
     terms of the Securities or the extension of time for the performance of 
     any other obligation under, arising out of, or in connection with the 
     Securities (other than an extension of time for payment of Distributions, 
     Redemption Price, Liquidation Distribution or other sum payable that 
     results from the extension of any interest payment period on the 
     Debentures or any change to the maturity date of the Debentures permitted 
     by the Indenture);

          (c)  Any failure, omission, delay or lack of diligence on the part 
     of the Property Trustee or the Holders to enforce, assert or exercise any 
     right, privilege, power or remedy conferred on the Property Trustee or 
     the Holders pursuant to the terms of the Securities, or any action on the 
     part of the Trust granting indulgence or extension of any kind;

          (d)  The voluntary or involuntary liquidation, dissolution, sale of 
     any collateral, receivership, insolvency, bankruptcy, assignment for the 
     benefit of creditors, reorganization, arrangement, composition or 
     readjustment of debt of, or other similar proceedings affecting, the 
     Trust or any of the assets of the Trust;

          (e)  Any invalidity of, or defect or deficiency in, the Securities;

          (f)  The settlement or compromise of any obligation guaranteed 
     hereby or hereby incurred; or

          (g)  Any other circumstance whatsoever that might otherwise 
     constitute a legal or equitable discharge or defense of a guarantor, 
     it being the intent of this Section 5.3 that the obligations of the 
     Guarantor hereunder shall be absolute and unconditional under any and all 
     circumstances.

          There shall be no obligation of the Guarantee Trustee or the 
Holders to give notice to, or obtain consent of the Guarantor or any other 
Person with respect to the happening of any of the foregoing.

          No setoff, counterclaim, reduction or diminution of any obligation, 
or any defense of any kind or nature that the Guarantor has or may have 
against any Holder shall be available hereunder to the Guarantor against such 
Holder to reduce the payments to it under this Guarantee.

          SECTION 5.4  RIGHTS OF HOLDERS.

          (a)  The Holders of a Majority in Liquidation Amount of the 
Securities have the right to direct the time, method and place of conducting 
any proceeding for any remedy

<PAGE>
                                                                          14


available to the Guarantee Trustee in respect of this Guarantee or exercising 
any trust or power conferred upon the Guarantee Trustee under this Guarantee.

          (b)  If the Guarantee Trustee fails to enforce this Guarantee, then 
any Holder of Securities may, subject to the subordination provisions of 
Section 6.2, institute a legal proceeding directly against the Guarantor to 
enforce the Guarantee Trustee's rights under this Guarantee without first 
instituting a legal proceeding against the Trust, the Guarantee Trustee or 
any other person or entity. Notwithstanding the foregoing, if the Guarantor 
has failed to make a Guarantee Payment, a Holder of Securities may, subject 
to the subordination provisions of Section 6.2, directly institute a 
proceeding against the Guarantor for enforcement of the Guarantee for such 
payment to the Holder of the Securities of the principal of or interest on 
the Debentures on or after the respective due dates specified in the 
Debentures, and the amount of the payment will be based on the Holder's pro 
rata share of the amount due and owing on all of the Securities.  The 
Guarantor hereby waives any right or remedy to require that any action on 
this Guarantee be brought first against the Trust or any other person or 
entity before proceeding directly against the Guarantor.

          SECTION 5.5  GUARANTEE OF PAYMENT.

          This Guarantee creates a guarantee of payment and not of collection.

          SECTION 5.6  SUBROGATION.

          The Guarantor shall be subrogated to all (if any) rights of the 
Holders of Securities against the Trust in respect of any amounts paid to 
such Holders by the Guarantor under this Guarantee; provided, however, that 
the Guarantor shall not (except to the extent required by mandatory 
provisions of law) be entitled to enforce or exercise any right that it may 
acquire by way of subrogation of any indemnity, reimbursement or other 
agreement, in all cases as a result of payment under this Guarantee, if at 
the time of any such payment, any amounts are due and unpaid under this 
Guarantee.  If any amount shall be paid to the Guarantor in violation of the 
preceding sentence, the Guarantor agrees to hold such amount in trust for the 
Holders and to pay over such amount to the Guarantee Trustee for the benefit 
of the Holders.

          SECTION 5.7  INDEPENDENT OBLIGATIONS.

          The Guarantor acknowledges that its obligations hereunder are 
independent of the obligations of the Trust with respect to the Securities, 
and that the Guarantor shall be liable as principal and as debtor hereunder 
to make Guarantee Payments pursuant to the terms of this Guarantee 
notwithstanding the occurrence of any event referred to in subsections 5.3(a) 
through 5.3(g), inclusive, hereof.


<PAGE>
                                                                          15

                                ARTICLE 6

                LIMITATION OF TRANSACTIONS; SUBORDINATION

          SECTION 6.1  LIMITATION OF TRANSACTIONS.

          So long as any Securities remain outstanding, if there shall have 
occurred a Guarantee Event of Default or a Trust Enforcement Event, then the 
Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to 
(i) declare or pay any dividends or distributions on, or redeem, purchase, 
acquire, or make a liquidation payment with respect to, the Guarantor's 
capital stock or (ii) make any payment of principal, interest or premium, if 
any, on or repay, repurchase or redeem any debt securities that rank pari 
passu with or junior to the Debentures or make any guarantee payments with 
respect to any guarantee by the Guarantor of the debt securities of any 
subsidiary of the Guarantor if such guarantee ranks pari passu with or junior 
to the Debentures (other than (a) dividends or distributions in common stock 
of the Guarantor, (b) payments under this Guarantee and (c) any declaration 
of a dividend in connection with the implementation of a stockholders' rights 
plan, or the issuance of stock under any such plan in the future, or the 
redemption or repurchase of any such rights pursuant thereto, and (d) 
purchases of common stock related to the issuance of common stock or rights 
under any of the Company's benefit plans).

          SECTION 6.2  RANKING.

          This Guarantee will constitute an unsecured obligation of the 
Guarantor and will rank subordinate and junior in right of payment to all 
other liabilities of the Guarantor, except those liabilities of the Guarantor 
made pari passu or subordinate by their terms.

          If a Trust Enforcement Event has occurred and is continuing under 
the Declaration, the rights of the holders of the Common Securities to 
receive Guarantee Payments hereunder shall be subordinated to the rights of 
the holders of the Securities to receive payment of all amounts due and owing 
hereunder.

                              ARTICLE 7

                             TERMINATION

          SECTION 7.1  TERMINATION.

          This Guarantee shall terminate upon (i) full payment of the 
Redemption Price of all Securities, (ii) upon the distribution of the 
Debentures to the Holders of all the Securities or (iii) upon full payment of 
the amounts payable in accordance with the Declaration upon liquidation of 
the Trust.  Notwithstanding the foregoing, this Guarantee will continue to be 
effective or will be reinstated, as the case may be, if at any time any 
Holder of Securities must restore payment of any sums paid under the 
Securities or under this Guarantee.

<PAGE>
                                                                          16



                               ARTICLE 8

                           INDEMNIFICATION

          SECTION 8.1  EXCULPATION.

          (a)  No Indemnified Person shall be liable, responsible or 
accountable in damages or otherwise to the Guarantor or any Covered Person 
for any loss, damage or claim incurred by reason of any act or omission 
performed or omitted by such Indemnified Person in good faith in accordance 
with this Guarantee and in a manner that such Indemnified Person reasonably 
believed to be within the scope of the authority conferred on such 
Indemnified Person by this Guarantee or by law, except that an Indemnified 
Person shall be liable for any such loss, damage or claim incurred by reason 
of such Indemnified Person's negligence or willful misconduct with respect to 
such acts or omissions.

          (b)  An Indemnified Person shall be fully protected in relying in 
good faith upon the records of the Guarantor and upon such information, 
opinions, reports or statements presented to the Guarantor by any Person as 
to matter the Indemnified Person reasonably believes are within such other 
Person's professional or expert competence and who has been selected with 
reasonable care by or on behalf of the Guarantor, including information, 
opinions, reports or statements as to the value and amount of the assets, 
liabilities, profits, losses, or any other facts pertinent to the existence 
and amount of assets from which Distributions to Holders of Securities might 
properly be paid.

          SECTION 8.2  INDEMNIFICATION.

          The Guarantor agrees to indemnify each Indemnified Person for, and 
to hold each Indemnified Person harmless against any loss, liability or 
expense incurred without negligence or bad faith on its part, arising out of 
or in connection with the acceptance or administration of the trust or trusts 
hereunder, including the costs and expenses (including reasonable legal fees 
and expenses) of defending itself against, or investigating, any claim or 
liability in connection with the exercise or performance of any of its powers 
or duties hereunder.  The obligation to indemnify as set forth in this 
Section 8.2 shall survive the termination of this Guarantee.

                              ARTICLE 9

                           MISCELLANEOUS

          SECTION 9.1  SUCCESSORS AND ASSIGNS.

          All guarantees and agreements contained in this Guarantee shall 
bind the successors, assigns, receivers, trustees and representatives of the 
Guarantor and shall inure to the benefit of the Holders of the Securities 
then outstanding.


<PAGE>
                                                                          17



          SECTION 9.2  AMENDMENTS.

          Except with respect to any changes that do not adversely affect the 
rights of the Holders (in which case no consent of the Holders will be 
required), this Guarantee may only be amended with the prior approval of the 
Holders of at least a Majority in Liquidation Amount of the Securities. The 
provisions of Section 12.2 of the Declaration with respect to meetings of, 
and action by written consent of the Holders of the Securities apply to the 
giving of such approval.

          SECTION 9.3  NOTICES.

          All notices provided for in this Guarantee shall be in writing, 
duly signed by the party giving such notice, and shall be delivered, 
telecopied or mailed by registered or certified mail, as follows:

          (a)  If given to the Guarantee Trustee, at the
     Guarantee Trustee's mailing address set forth below (or
     such other address as the Guarantee Trustee may give
     notice of to the Guarantor and the Holders of the
     Securities):

          The First National Bank of Chicago
          153 West 51st Street
          New York, New York 10019
          Attention:  Corporate Trust Administration
          Fax:  (212) 373-1383

          (b)  If given to the Guarantor, at the Guarantor's
     mailing addresses set forth below (or such other
     address as the Guarantor may give notice of to the
     Guarantee Trustee and the Holders of the Securities):

          Barnett Banks, Inc.
          Post Office Box 40789
          Jacksonville, Florida  32203
          Attn:  Secretary
          Fax: (904) 791-7124

          (c)  If given to any Holder of Securities, at the
     address set forth on the books and records of the
     Trust.

          All such notices shall be deemed to have been given when received 
in person, telecopied with receipt confirmed, or mailed by first class mail, 
postage prepaid, except that if a notice or other document is refused 
delivery or cannot be delivered because of a changed address of which no 
notice was given, such notice or other document shall be deemed to have been 
delivered on the date of such refusal or inability to deliver.

<PAGE>
                                                                          18



          SECTION 9.4  BENEFIT.

          This Guarantee is solely for the benefit of the Holders of the 
Securities and, subject to Section 3.1(a), is not separately transferable 
from the Securities.

          SECTION 9.5  GOVERNING LAW.

          THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED 
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          SECTION 9.6  EXECUTION.

          This guarantee may be executed in any number of counterparts, each 
of which so executed shall be deemed to be an original, but all such 
counterparts shall together constitute but one and the same instrument, and 
may be executed by manual or facsimile signature.


<PAGE>


          IN WITNESS WHEREOF, this Guarantee is executed as of the day and 
year first above written.

                                       BARNETT BANKS, INC.,
                                       as Guarantor



                                       By:
                                           -------------------------------
                                       Name:   Hinton F. Nobles, Jr.
                                       Title:  Executive Vice President


                                       THE FIRST NATIONAL BANK OF CHICAGO,
                                       as Guarantee Trustee



                                       By:
                                           -------------------------------
                                       Name:   Mary R. Fonti
                                       Title:  Assistant Vice President


<PAGE>


      Schedule A to Guarantee Agreement dated as of December 2, 1996, 
      between Barnett Banks, Inc. ("Barnett") and The First National 
      Bank of Chicago, as trustee (the "Guarantee Trustee"), for the 
         benefit of holders of 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.   Guarantee Agreement dated as of November 27,
     1996 between Barnett and the Guarantee Trustee for the
     benefit of holders of securities of Barnett Capital I.

          B.   Guarantee Agreement dated as of January 28,
     1997, between Barnett and the Guarantee Trustee for the
     benefit of holders of Securities of Barnett Capital
     III.