AMENDMENT AGREEMENT

         THIS AMENDMENT AGREEMENT (the "Amendment") is made and entered into as
of the 24th day of January, 2001, by and between James H. Hance, Jr.
("Executive") and Bank of America Corporation, a Delaware corporation (the
"Corporation").

                              Statement of Purpose
                              --------------------

         Executive has been employed by the Corporation pursuant to that certain
Employment Agreement dated April 10, 1998 and effective as of September 30, 1998
by and between Executive and NationsBank Corporation, a North Carolina
corporation (the "Employment Agreement"). NationsBank Corporation reincorporated
during 1998 in Delaware and subsequently changed its name to Bank of America
Corporation. The Employment Agreement is currently scheduled to terminate
effective September 30, 2001. Executive and the Corporation desire to modify the
terms and conditions of the Employment Agreement as set forth herein in order to
extend Executive's period of employment under the Employment Agreement by three
years through September 30, 2004.

         NOW, THEREFORE, in consideration of the foregoing statement of purpose
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

         1. Section 2 of the Employment Agreement is hereby amended to read as
follows:

                  "2. Employment Period. The Company hereby agrees to employ the
         Executive, and the Executive hereby agrees to enter into the employ of
         the Company subject to the terms and conditions of this Agreement, for
         the period commencing on the Effective Date and ending on September 30,
         2004 (the "Employment Period")."

         2. Except as expressly or by necessary implication amended hereby, the
Employment Agreement shall continue in full force and effect.


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         IN WITNESS WHEREOF, the parties have executed this Amendment on the
date first above written.

                                BANK OF AMERICA CORPORATION


                                By: /s/ C. J. Cooley
                                    --------------------------------
                                      Name: C. J. Cooley
                                           -------------------------
                                      Title: Corporate Personnel Executive
                                             -----------------------------


                                "Corporation"



                                /s/ James H. Hance, Jr.
                                ------------------------------------------------
                                James H. Hance, Jr.

                                "Executive"


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