Pursuant to the Registrant's Medium-Term Note Program, Series L, on December 19, 2008 the Registrant sold (a) $250,000,000 aggregate principal amount of the Registrant's Senior One-Month LIBOR Notes, due June 2012 (the "One-Month LIBOR Notes"), and (b) $2,500,000,000 aggregate principal amount of the Registrant's Senior Three-Month LIBOR Notes, due June 2012 (the "Three-Month LIBOR Notes" and together with the One-Month LIBOR Notes, the "Notes"). 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 19, 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 19, 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 One-Month LIBOR Notes is attached as Exhibit 4.1 hereto and a form of note for the Three-Month LIBOR Notes is attached as Exhibit 4.2 hereto.

(d) Exhibits.

The following exhibits are filed herewith:

EXHIBIT NO.       DESCRIPTION OF EXHIBIT
1.1               Written Terms Agreement dated as of December 19, 2008 between the
                  Registrant and the Initial Purchasers with respect to the
                  issuance and sale of the Notes.

4.1               Form of the One-Month LIBOR Notes.

4.2               Form of the Three-Month LIBOR Notes.