Pursuant to the Registrant's Medium-Term Note Program, Series L, on December 11, 2008 the Registrant sold (a) an additional $1,350,000,000 aggregate principal amount of the Registrant's Senior Three-Month LIBOR Notes, due December 2011 (the "Three-Month LIBOR Notes, due 2011"), which together with the $750,000,000 aggregate principal amount of such notes issued on December 4, 2008 will constitute a single series of the Registrant's Senior Three-Month LIBOR Notes, due December 2011, and (b) an additional $1,000,000,000 aggregate principal amount of the Registrant's Senior One-Month LIBOR Notes, due December 2011 (the "One-Month LIBOR Notes, due 2011," and collectively with the Three-Month LIBOR Notes, due 2011, the "Notes"), which together with the $500,000,000 aggregate principal amount of such notes issued on December 4, 2008 will constitute a single series of the Registrant's Senior One-Month LIBOR Notes, due December 2011. The Notes are guaranteed by the Federal Deposit Insurance Corporation (the "FDIC") pursuant to the FDIC's Temporary Liquidity Guarantee Program established pursuant to 12 C.F.R. Part 370.

On December 8, 2008, the Registrant entered into a Written Terms Agreement (the "Terms Agreement") with the initial purchasers named therein (the "Initial Purchasers") for the Notes. The terms of the offering of the Notes are described in the Registrant's Pricing Supplement dated December 8, 2008 to the Prospectus Supplement dated April 10, 2008, supplementing the Prospectus dated May 5, 2006 constituting a part of the Registrant's Registration Statement on Form S-3, Registration No. 333-133852. The Terms Agreement is attached as Exhibit 1.1 hereto.

A form of note for the Three-Month LIBOR Notes, due 2011 is attached as Exhibit 4.1 hereto, and a form of note for the One-Month LIBOR Notes, due 2011 is attached as Exhibit 4.2.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.                            Description of Exhibit

1.1               Written Terms Agreement dated as of December 8, 2008 between the
                  Registrant and the Initial Purchasers with respect to the
                  issuance and sale of the Notes.

4.1               Form of note for the Three-Month LIBOR Notes, due 2011.

4.2               Form of note for the One-Month LIBOR Notes, due 2011.