SUPPLEMENTAL RETIREMENT

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

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
-----------------------------------
Title: Corporate Personnel Executive
-----------------------------------