Exhibit 10(b)

                            TWELFTH AMENDMENT TO THE
             BANK OF AMERICA CORPORATION AND DESIGNATED SUBSIDIARIES
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     WHEREAS, Bank of America Corporation ("Bank of America") and certain of its
subsidiary corporations (collectively with Bank of America, the "Participating
Employers") maintain the Bank of America Corporation and Designated Subsidiaries
Supplemental Executive Retirement Plan (the "Plan"); and

     WHEREAS, Bank of America desires to amend the Plan to provide that (i)
compensation earned from and after attainment of age 65 shall be included in
determining the amount of Plan benefits and (ii) no new participants shall be
added to the Plan from and after June 1, 2001; and

     WHEREAS, the Compensation Committee of the Board of Directors of Bank of
America has authorized and approved said amendments to the Plan in accordance
with the provisions of Article VI of the Plan;

     NOW, THEREFORE, Bank of America does hereby declare that the Plan is hereby
amended effective as of March 28, 2001 as follows:

         1.       Section 2.1(c)(13) of the Plan is amended to read as follows:

                  "(13) Delayed Retirement Benefit means, with respect to a
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          Participant, an annual amount equal to (A) minus (B) where:

                         (A) is such Participant's Target Retirement Benefit;
                    and

                         (B) is the sum of such Participant's (i) Assumed
                    Retirement Benefit and (ii) Social Security Benefit."

         2.       Section 2.1(c)(24) of the Plan is amended to read as follows:

                  "(24) Final Average Compensation means, with respect to a
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          Participant as of any determination date, the average of the annual
          Compensation paid to such Participant during the five (5) calendar
          years of highest Compensation (which calendar years need not be
          consecutive) during the ten (10) calendar years next preceding the
          Participant's separation from Service, to be determined by dividing
          the aggregate Compensation received by the Participant during the
          appropriate five (5) calendar years by five (5). If a Participant has
          completed less than five (5) calendar years of Service as hereinabove
          provided, such Participant's Final Average Compensation shall be
          determined by dividing the aggregate Compensation received by the
          Participant during said calendar years by the number of such calendar
          years."


         3.       Notwithstanding  any provision of the Plan to the contrary, no
          new participants  shall be added to the Plan from and after June 1,
          2001.

         4.       Except as expressly or by necessary implication amended
          hereby, the Plan shall continue in full force and effect.

         IN WITNESS  WHEREOF,  Bank of America has caused this instrument to be
         executed by its duly authorized  officer as of the 28th day of March,
         2001.

                                     BANK OF AMERICA CORPORATION

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