BANK OF AMERICA CORP /DE/
SPLIT DOLLAR-VANDIVER
<DOCUMENT>
<TYPE>EX-10.(S)
<SEQUENCE>12
<FILENAME>dex10s.txt
<DESCRIPTION>SPLIT DOLLAR-VANDIVER
<TEXT>
<PAGE>

                                                                  Exhibit 10(s)

                              AMENDMENT AGREEMENT

     THIS AMENDMENT AGREEMENT (the "Amendment") is made and entered into by
and between BANK OF AMERICA CORPORATION, a Delaware corporation (the
"Corporation"), and BANK OF AMERICA, N.A., as Trustee under The Vandiver Family
Trust dated August 12, 1999 (the "Owner").

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

     F. William Vandiver, Jr. (the "Executive") is employed by the
Corporation as its Corporate Risk Management Executive. The Corporation and the
Owner have previously entered into a Split Dollar Life Insurance Agreement (the
"Agreement") pursuant to which the parties have insured the lives of the
Executive and the Executive's spouse, Virginia Rita Eldridge Vandiver, for the
benefit and protection of both the Corporation and the Executive's family under
a Variable Survivorship Life Insurance Policy issued by John Hancock Variable
Life Insurance Company. The Internal Revenue Service, in Internal Revenue
Service Notice 2002-08, has proposed a change in the manner in which split
dollar insurance arrangements will be taxed for federal income tax purposes
effective as of January 1, 2004. However, split dollar insurance arrangements
entered into before January 28, 2002 will be eligible for certain
"grandfathered" treatment with respect to such change. The parties desire to
amend the Agreement in order to allow the Agreement to qualify under the
"grandfathering" provisions of Internal Revenue Service Notice 2002-08 and to
preserve the economic benefits which were contemplated to be delivered pursuant
to the Agreement at the time the Agreement was originally executed.

     NOW, THEREFORE, in consideration of the foregoing statement of purpose the
parties hereto agree as follows:

     1.     The first paragraph of Section 4 of the Agreement is hereby amended
to read as follows:

            "4.     Payment of Premiums.  As a convenience to the parties,
                    -------------------
     the Corporation shall pay all premiums under the Policy to the Insurer
     as and when such premiums become due. During the five (5) year period
     following the effective date of the Policy, the Corporation shall pay the
     full amount of the premiums to the Insurer as set forth on Exhibit 2A
                                                                ----------
     attached hereto. Beginning in the sixteenth (16th) year of the Policy,
     the Corporation shall pay premiums under the Policy to the Insurer equal
     to the economic value of the death benefit under

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     the Policy as determined by the Insurer from time to time while the
     Policy remains in effect. Within thirty (30) days of each such premium
     payment by the Corporation during the five (5) year period following the
     effective date of the Policy and within thirty (30) days of each
     anniversary of the effective date of the Policy thereafter, the Owner
     shall pay to the Corporation the economic value of the death benefit
     under the Policy as determined by the Insurer from time to time while the
     Policy remains in effect. A schedule of the premiums to be paid by the
     Owner based on the Insurer's current rates is set forth on Exhibit 2A."
                                                                ----------

     2.     The last sentence of Section 10 of the Agreement is hereby amended
to read as follows:

     "If the Owner does not repay the entire amount of the Corporation's
     Interest in the Policy within such sixty (60) day time period, the
     Corporation may enforce its rights under the Collateral Assignment and,
     upon exercise of the Corporation's rights under the Collateral
     Assignment, the Owner shall be liable for any deficiency realized by the
     Corporation."

     3.     Exhibit 2 attached to the Agreement is hereby deleted in its
            ---------
entirety and replaced by Exhibit 2A attached hereto and all references in the
                         ----------
Agreement to "Exhibit 2" shall hereby refer to Exhibit 2A.
                                               ----------

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

     IN WITNESS WHEREOF, the parties have executed this Amendment on January
24, 2002.

BANK OF AMERICA CORPORATION              BANK OF AMERICA, N.A.

By:   /s/ J. Steele Alphin               Trustee under the Irrevocable Trust
     ------------------------------      dated  August 12, 1999
     J. Steele Alphin
     Corporate Personnel Executive
                                         By:  /s/ John T. McElroy
                                            --------------------------------
     "Corporation"                       Name:  John T. McElroy
                                              ------------------------------
                                         Title:  Assistant Vice President
                                               -----------------------------

                                                 "Owner"

                                        2

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