Pursuant to the Registrant's Medium-Term Note Program, Series L, on March 9, 2009, the Registrant sold to the Initial Purchasers (as defined below)
(a) $2,500,000,000 aggregate principal amount of the Registrant's Senior Three-Month LIBOR Notes, due June 2012 (the "Floating Rate Notes"), and
(b) $2,000,000,000 aggregate principal amount of the Registrant's 2.375% Senior Notes, due June 2012 (the "Fixed Rate Notes," and together with the Floating Rate 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 March 9, 2009, the Registrant entered into a Written Terms Agreement (the "Terms Agreement") with the initial purchasers named therein (the "Initial Purchasers") for the sale of the Notes. The terms of the offering of the Notes are described in the Registrant's Pricing Supplement dated March 9, 2009 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 Floating Rate Notes is attached as Exhibit 4.1 hereto and a form of note for the Fixed Rate 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 March 9, 2009 between the
                      Registrant and the Initial Purchasers with respect to the
                      sale of the Notes.

    4.1               Form of the Floating Rate Notes.

    4.2               Form of the Fixed Rate Notes.