Pursuant to the Registrant's Medium-Term Note Program, Series L, on December 18, 2008 the Registrant sold an additional $1,500,000,000 aggregate principal amount of the Registrant's 3.125% Senior Notes, due June 2012 (the "Notes"), which together with the $6,750,000,000 aggregate principal amount of such notes issued on December 4, 2008 will constitute a single series of the Registrant's 3.125% Senior Notes, due June 2012. 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 15, 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 15, 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 the Notes is attached as Exhibit 4.1 hereto.

(d) Exhibits.

The following exhibits are filed herewith:

EXHIBIT NO.       DESCRIPTION OF EXHIBIT
1.1               Written Terms Agreement dated as of December 15, 2008 between the
                  Registrant and the Initial Purchasers with respect to the
                  issuance and sale of the Notes.

4.1               Form of the Notes.