EXHIBIT 10(d)

                                 AMENDMENT EIGHT
                    TO THE FLEETBOSTON FINANCIAL CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                               (1996 RESTATEMENT)

         WHEREAS, the Human Resources Committee of the Board of Directors of
FleetBoston Financial Corporation has determined that it is desirable to amend
the FleetBoston Financial Corporation Supplemental Executive Retirement Plan
(1996 Restatement), as amended (the "Plan"), as permitted by Article 7 of the
Plan.

         NOW THEREFORE, the Plan is hereby amended effective immediately as
follows:

1.       Appendix A is hereby amended to add the following new Sub-section 3 at
         the end of Section A:

         3.       Consistent with the actions taken by the Human Resources
         Committee at their meeting held on October 15, 2002, Anne Finucane
         shall become a participant in the Plan on January 1, 2003. For purposes
         of calculating her retirement benefit under the Plan, if Ms. Finucane
         remains continuously employed through January 1, 2008, or if her
         employment is terminated by the Company without "cause" or if she
         terminates her employment for "good reason" following a "change in
         control" of the Company, Ms. Finucane will receive 2 years of Credited
         Service for each year of actual service since January 1, 2003, such
         practice to continue until she is credited with a maximum of thirty
         (30) years of Credited Service. The terms "cause" and "good reason"
         shall be defined as such terms are defined in her change of control
         agreement with the Company.

IN WITNESS WHEREOF, this Amendment Eight has been adopted by the Human Resources
Committee on the 15th day of October, 2002 and is executed by a duly authorized
officer of FleetBoston Financial Corporation.

                                    FLEETBOSTON FINANCIAL CORPORATION

                                    By:  /s/ M. ANNE SZOSTAK
                                         -----------------------------
                                         M. Anne Szostak
                                         Executive Vice President and
                                          Director of Human Resources