GLOBAL AGENCY AGREEMENT

Exhibit 4(fff)

GLOBAL AGENCY AGREEMENT

dated as of July 25, 2007

among

BANK OF AMERICA, N.A.,

as Issuer,

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as U.S. Paying Agent and U.S. Registrar,

DEUTSCHE BANK AG, LONDON BRANCH,

as London Paying Agent and London Issuing Agent, and

DEUTSCHE BANK LUXEMBOURG S.A.,

as European Registrar and European Transfer Agent

TABLE OF CONTENTS

Exhibits

GLOBAL AGENCY AGREEMENT , dated as of July 25, 2007, among:

(i) BANK OF AMERICA, N.A., a national banking organization organized under the laws of the United States of America, as issuer (the “ Bank ”);

(ii) DEUTSCHE BANK TRUST COMPANY AMERICAS, as U.S. registrar (the “ U.S. Registrar ”) and U.S. paying agent (the “ U.S. Paying Agent ”), which expressions shall also include any successors appointed in accordance with Section 27 of this Agreement;

(iii) DEUTSCHE BANK AKTIENGESELLSCHAFT, a corporation domiciled in Frankfurt am Main, Germany, operating in the United Kingdom under branch number BR000005, acting through its London branch at Winchester House, 1 Great Winchester Street, London EC2N 2DB (“ Deutsche Bank AG, London Branch ”), as London paying agent (the “ London Paying Agent ” and, together with the U.S. Paying Agent, the “ Paying Agents ” and each individually, a “ Paying Agent ”), and London issuing agent (the “ London Issuing Agent ”), which expressions shall also include any successors appointed in accordance with Section 27 of this Agreement; and

(iv) DEUTSCHE BANK LUXEMBOURG S.A., as European registrar (the “ European Registrar ” and, together with the U.S. Registrar, the “ Registrars ” and each a “ Registrar ”) and European transfer agent (the “ European Transfer Agent ”), which expressions shall include any successors appointed in accordance with Section 27 of this Agreement.

WHEREAS:

A. The Bank has established the Global Bank Note Program described in the Offering Circular, dated the date hereof (as such document may hereafter be amended, supplemented or replaced by the Bank, including the material incorporated therein by reference, the “ Offering Circular ”), which will be supplemented by one or more product and/or pricing supplements setting forth additional terms and conditions of bank notes, pursuant to which the Bank may from time to time issue up to US$75,000,000,000 (or the equivalent thereof in other currencies) aggregate principal amount (issued on or after the date hereof) at any one time outstanding of its bank notes (the “ Notes ”);

B. The Offering Circular describes the duties and obligations of certain agents with respect to the Notes.

NOW, THEREFORE , in consideration of the premises, and of the mutual covenants, representations, warranties and agreements contained herein, the parties agree as follows:

SECTION 1. Definitions and Interpretation .

(a) The following terms shall have the following meanings:

“ Administrative Procedures ” means the Administrative Procedures Memorandum set forth in Exhibit I hereto;

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“ Agents ” means the collective reference to the Paying Agents, the Registrars, the London Issuing Agent and the European Transfer Agent;

“ Authorized Representative ” has the meaning given that term in Section 3(f) of this Agreement;

“ Bank ” has the meaning given that term in the preamble of this Agreement;

“ Bearer Global Note ” means a Temporary Bearer Global Note or a Permanent Bearer Global Note;

“ Bearer Notes ” means those Notes which are for the time being in bearer form;

“ Business Day ” means, unless otherwise specified in the applicable Pricing Supplement, a day that meets all the following requirements:

(i) for all Notes, is any weekday that is not a legal holiday in Charlotte, North Carolina, or any other place of payment of the applicable Note, and is not a date on which banking institutions in those cities are authorized or required by law or regulation to be closed;

(ii) for any Note issued in registered form, also is a day on which commercial banks are open for business in New York, New York;

(iii) for any Note issued in bearer form or any Note where the base rate is LIBOR (as defined in the Note), also is a London Banking Day;

(iv) for any Note denominated in euro or any Note where the base rate is EURIBOR (as defined in the Note), also is a day on which the TARGET System or any successor is operating; and

(v) for any Note that has a specified currency other than U.S. dollars or euro, also is a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in the Principal Financial Center of the country of the specified currency (if other than London);

“ Calculation Agent ” has the meaning given that term in Section 2(f) hereof;

“Clearstream, Luxembourg ” means Clearstream Banking, société anonyme , or any successor thereto;

“ Common Code ” has the meaning given that term in Section 6(a) of this Agreement;

“ Coupon ” means an interest coupon attached on issue to any interest-bearing Definitive Bearer Note, such coupon being substantially in the form set out in Exhibit E hereto or in such other form as may be agreed among the parties hereto, and includes, where applicable, the Talon(s) appertaining thereto;

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“ Couponholders ” means the several persons who are from time to time holders of Coupons;

“ Defaulted Note ” has the meaning given that term in Section 12(d) of this Agreement;

“ Definitive Bearer Note ” means a definitive Bearer Note substantially in the form set out in Exhibit D hereto, or in such other form as may be agreed by the parties hereto, issued or to be issued by the Bank pursuant to this Agreement in exchange for the whole of Permanent Bearer Global Note;

“ Definitive Notes ” means Definitive Bearer Notes and/or, as the context requires, Definitive Registered Notes;

“ Definitive Registered Note ” means a Registered Note issued in definitive form in such form as may be agreed by the parties hereto upon the issuance, if any, of Registered Notes in definitive form pursuant to the terms hereof and the applicable Registered Global Note;

“ Distribution Agreement ” means the agreement dated the date hereof among the Bank and the Selling Agents party thereto concerning the sale of Notes to be issued by the Bank, and includes any amendment or supplement thereto;

“ DTC ” means The Depository Trust Company in New York, New York;

“ DTC Global Note ” means a Registered Global Note deposited with a custodian for, and registered in the name of a nominee of, DTC;

“ DTC Letters of Representations ” means the letters of representations among the Bank, the U.S. Paying Agent and DTC;

“e uro ” or “€” means the currency introduced at the start of the third stage of the European Economic and Monetary Union pursuant to Article 109g of the Treaty establishing the European Communities, as amended by the Treaty on European Union, as amended by the Treaty of Amsterdam;

“ Euroclear ” means Euroclear Bank S.A./N.V., as operator of the Euroclear System, or any successor thereto;

“ Euroclear/Clearstream, Luxembourg Global Note ” means a Registered Global Note deposited with a common depositary for, and registered in the name of a nominee of, Euroclear and/or Clearstream, Luxembourg;

“ European Registrar ” has the meaning given that term in the preamble of this Agreement;

“ European Transfer Agent ” has the meaning given that term in the preamble of this Agreement;

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“ Exchange Date ” has the meaning given that term in the form of Temporary Bearer Global Note set out in Exhibit B hereto;

“ FDIC ” means the United States Federal Deposit Insurance Corporation;

“ Global Note ” means a Registered Global Note, a Temporary Bearer Global Note or a Permanent Bearer Global Note;

“ ISIN ” has the meaning given that term in Section 6(a) of this Agreement;

“ London Banking Day ” means any day on which commercial banks are open for business (including dealings in the index currency specified in the applicable Pricing Supplement) in London, England;

“ London Issuing Agent ” has the meaning given that term in the preamble of this Agreement;

“ London Paying Agent ” has the meaning given that term in the preamble of this Agreement;

“ Note ” or “ Notes ” means any of the Bank’s Senior Notes or Subordinated Notes, each with maturities of seven days or more from their respective dates of issue, which may be issued, authenticated and delivered under this Agreement;

“ Note Register ” has the meaning given that term in Section 11(a) of this Agreement;

“ Noteholders ” means the several persons who are for the time being holders of outstanding Notes (being, in the case of any Bearer Note, the bearer thereof and, in the case of any Registered Note, the registered owner thereof as reflected in the Note Register), except that for so long as any of the Notes are represented by a Temporary Bearer Global Note or Permanent Bearer Global Note, each person who is for the time being shown in the records of Euroclear and/or Clearstream, Luxembourg as the holder of a particular principal amount of such Notes (other than Clearstream, Luxembourg if Clearstream, Luxembourg shall be an account holder of Euroclear and other than Euroclear if Euroclear shall be an account holder of Clearstream, Luxembourg) (in which regard any certificate or other document issued by Euroclear and Clearstream, Luxembourg as to the principal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes except in the case of manifest error) shall be treated by the Bank and the Agents as a holder of such principal amount of such Notes for all purposes other than for the payment of principal, premium (if any) and interest on such Notes, the right to which shall be vested, as against the Bank and the Agents, solely in the bearer of the Global Note in accordance with and subject to its terms (and the expressions “ Noteholder, ” “ holder of Notes ” and related expressions shall be construed accordingly);

“ OCC ” means the United States Office of the Comptroller of the Currency;

“ Offering Circular ” has the meaning given that term in the preamble to this Agreement;

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“ Officer’s Certificate ” means a certificate of the Bank signed by an Authorized Representative and delivered to an Agent.

“ Optional Repayment Date ” has the meaning given that term in Section 17(a) of this Agreement;

“ Original Issue Date ” means, with respect to any Note, the original date of issue of such Note, being in the case of any Global Note, the date of issue of the Registered Global Note, Temporary Bearer Global Note or Permanent Bearer Global Note, as the case may be, which initially represented such Note;

“ Outstanding ” means, at any particular time, all Notes theretofore issued other than:

(1) those which have been redeemed in full in accordance with their terms and with this Agreement;

(2) those with respect to which the redemption date in accordance with their terms has occurred and the redemption monies therefor (including any premium and all interest (if any) accrued thereon to the redemption date and any interest (if any) payable after such date) have been duly paid to or deposited to the account of a Paying Agent as provided herein (and, where appropriate, notice has been given to the Noteholders in accordance with the terms thereof and Section 18 of this Agreement) and remain available for payment;

(3) those which have become void in accordance with their terms;

(4) those which have been canceled or delivered to the applicable Registrar or Paying Agent for cancellation;

(5) those mutilated or defaced Notes which have been surrendered in exchange for replacement Notes in accordance with their terms;

(6)(for the purposes only of determining the aggregate principal amount of Notes outstanding and without prejudice to the status of any Note for any other purpose) those Notes alleged to have been lost, stolen or destroyed and with respect to which replacement Notes have been issued in accordance with their terms; and

(7) Temporary Bearer Global Notes to the extent that they shall have been duly exchanged for Definitive Bearer Notes or Permanent Bearer Global Notes, Permanent Bearer Global Notes to the extent that they shall have been duly exchanged for Definitive Bearer Notes, and Registered Global Notes to the extent that they shall have been duly exchanged for Definitive Registered Notes, in each case pursuant to their respective terms;

“ Partly Paid Notes ” means Notes the issue price of which is payable in two or more installments;

“ Paying Agent ” has the meaning given that term in the preamble of this Agreement;

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“ Payment Time ” has the meaning given that term in Section 13(a) of this Agreement;

“ Permanent Bearer Global Note ” means a global Bearer Note substantially in the form set out in Exhibit C hereto, comprising Notes issued or to be issued by the Bank in exchange for all or a part of a Temporary Bearer Global Note;

“ Person ” means any legal person, including any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency, instrumentality or political subdivision;

“ Pricing Supplement ” means the pricing supplement prepared by the Bank in relation to a particular Tranche of Notes as a supplement to the Offering Circular;

“ Principal Financial Center ” means (i) the capital city of the country issuing the specified currency, except that with respect to U.S. Dollars, Australian dollars, Canadian dollars, South African rand and Swiss francs, the “Principal Financial Center” shall be The City of New York, Sydney and Melbourne, Toronto, Johannesburg and Zurich, respectively; and (ii) the capital city of the country to which the index currency relates, except that with respect to U.S. Dollars, Australian dollars, Canadian dollars, South African rand and Swiss francs, the “Principal Financial Center” shall be The City of New York, Sydney, Toronto, Johannesburg and Zurich, respectively;

“ Program ” means the Global Bank Note Program described in the Offering Circular;

“ Receipt ” means a receipt attached on issue to a Definitive Bearer Note redeemable in installments for the payment of installments of principal, such receipt being substantially in the form set out in Exhibit G hereto or in such other form as may be agreed by the parties hereto;

“ Registered Global Note ” means a global Registered Note substantially in the form set out in Exhibit A-1 hereto or, in the case of certain short-term Registered Global Notes, Exhibit A-2 hereto, or in such other form as may be agreed by the parties hereto;

“ Registered Note ” means a Registered Global Note and/or, as the context requires, a Definitive Registered Note;

“ Registrar ” has the meaning given that term in the preamble of this Agreement;

“ Senior Note ” means a Note evidencing the senior obligations of the Bank;

“ Selling Agent ” means each of the entities appointed as agents from time to time pursuant to the Distribution Agreement and notice of whose appointment is given to the Agents;

“ Series ” means all Notes which are denominated in the same currency and which have the same Stated Maturity Date, interest payment basis and Interest Payment Dates, if any (all as indicated in the applicable Pricing Supplement) and the terms of which, except for the Original Issue Date and/or the issue price (each as indicated as aforesaid), are otherwise identical, including whether the Notes are listed, quoted and/or traded on a particular Stock Exchange;

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“ Stock Exchange ” means any stock exchange(s), competent listing authority and/or quotation system on which any Notes may from time to time be listed, quoted and/or traded, and reference in this Agreement to the “ relevant Stock Exchange ” shall, in relation to any Notes, be reference to the Stock Exchange on which such Notes are from time to time, or will be, listed, quoted and/or traded;

“ Subordinated Note ” means a Note evidencing the subordinated obligations of the Bank;

“ Talons ” means the talons, if any, for further Coupons appertaining to an interest-bearing Definitive Bearer Note, each such talon being substantially in the form set out in Exhibit F hereto or in such other form as may be agreed by the parties hereto;

“ TARGET System ” means the Trans-European Automated Real-Time Gross Settlement Express Transfer System, or any successor thereto;

“ Temporary Bearer Global Note ” means a global Bearer Note substantially in the form set out in Exhibit B hereto, or in such other form as may be agreed by the parties hereto;

“ Tranche ” means all Notes of the same Series with the same Original Issue Date and the same issue price;

“ U.S. Paying Agent ” has the meaning given that term in the preamble of this Agreement;

“ U.S. Registrar ” has the meaning given that term in the preamble of this Agreement; and

“ US$ ” and “ U.S. Dollars ” means the lawful currency for the time being of the United States.

(b) Terms and expressions defined in the Notes and the Offering Circular shall have the same meanings in this Agreement, except where the context requires otherwise.

(c) Any references to Notes shall, unless the context otherwise requires, include any Registered Global Notes, Definitive Registered Notes, Temporary Bearer Global Notes, Permanent Bearer Global Notes, and Definitive Bearer Notes.

(d) Any Notes issued under the Program on or after the date of this Agreement shall be issued pursuant to this Agreement. Any Notes of the Bank issued prior to the date of this Agreement under any other agency agreement shall, in each case, continue to be governed by the agency agreement under which they were issued.

SECTION 2. Appointment of Agents .

(a) Deutsche Bank Trust Company Americas is hereby appointed as agent of the Bank, to act as U.S. Registrar and U.S. Paying Agent for purposes specified in this Agreement and all matters incidental thereto, including, inter alia , completing, authenticating and issuing Notes, upon the terms and subject to the conditions specified herein and in the Notes.

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(b) Deutsche Bank AG, London Branch is hereby appointed as agent of the Bank, to act as London Paying Agent and London Issuing Agent for the purposes specified in this Agreement and all matters incidental thereto, including, inter alia , completing, authenticating and issuing Notes, upon the terms and subject to the conditions specified herein and in the Notes.

(c) Deutsche Bank Luxembourg S.A. is hereby appointed as agent of the Bank, to act as European Registrar and European Transfer Agent for the purposes specified in this Agreement and all matters incidental thereto, including completing, authenticating and issuing Notes, upon the terms and subject to the conditions specified herein and in the Notes.

(d) Each of the Agents shall have the powers and authority granted to and conferred upon them, specifically, in the Notes and hereunder to act on behalf of the Bank and such further powers and authority to act on behalf of the Bank as may be mutually agreed upon in writing.

(e) The obligations of the Agents shall be several, but not joint.

(f) Pursuant to the Calculation Agency Agreement set forth in Exhibit H hereto, the Bank has appointed Deutsche Bank Trust Company Americas as calculation agent (the “ Calculation Agent ”) for floating-rate Notes and certain indexed Notes, for the purpose of calculating any variable interest rates or other bases for determining the payment of interest, premium or principal with respect to the Notes from time to time pursuant to the Calculation Agency Agreement. Notwithstanding the foregoing, the Bank may appoint a different calculation agent for any Series of Notes (which may be the Bank or any affiliate thereof or a Selling Agent purchasing such Notes or an affiliate thereof). The relevant Pricing Supplement will set forth the name of such calculation agent.

(g) The Bank may from time to time, in respect of the Program or in respect of any series of Notes, appoint one or more exchange rate agents, for the purpose of determining exchanges of currencies of payments under the Notes from time to time. The relevant Pricing Supplement will set forth the name of any applicable exchange rate agent.

SECTION 3. The Notes; Authorized Representatives .

(a) Except as otherwise provided herein with respect to the issuance of Definitive Notes, and subject to any maximum principal amount of a Global Note required by a depositary, each Note of the same Tranche issued by the Bank shall be represented by a single Global Note certificate; provided , however , that if agreed between the Bank and the U.S. Registrar, Notes of one or more Series issued in registered form with maturities of 270 days or less may be represented by one or more single Master Short-Term Registered Global Notes, as provided in Section 5(d) below. The Notes may contain such insertions, omissions, substitutions and other variations as the Bank determines to be required or permitted by this Agreement and may have such letters, numbers or other marks of identification and such legend or legends or endorsements placed thereon as any officer of the Bank executing such Notes may determine to be necessary or appropriate, as evidenced by such officer’s execution of such Notes by manual or facsimile signature, including, without limitation, any legends or endorsements that may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any Stock Exchange on which the Notes may be listed or to conform to general usage.

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(b) Only Notes that bear thereon a certificate of authentication executed by the applicable Registrar or the London Issuing Agent, as the case may be, in each case by two manual or facsimile signatures, and dated the date of authentication, will be valid.

(c) Unless indicated otherwise in the applicable Notes and the applicable Pricing Supplement, Notes issued in the United States will be issued in minimum denominations of US$250,000 and integral multiples of US$1,000 in excess of US$250,000, and Notes issued outside the United States will be issued in minimum denominations of €50,000 (or the equivalent thereof in other currencies).

(d) As of the date hereof, the Bank has authorized the offer and issuance from time to time of Notes with maturities of seven days or more up to a maximum principal amount at any time outstanding of US$75,000,000,000 (or the equivalent thereof in other currencies). Notwithstanding the foregoing, if the Bank authorizes the offer and issuance of additional Notes, such additional Notes may be sold to or through the Selling Agents pursuant to the terms of this Agreement and the Distribution Agreement, all as if the offer and issuance of such Notes were authorized as of the date hereof.

(e) The Bank shall from time to time deliver or cause to be delivered to each Registrar a supply of blank Registered Global Notes and to the London Issuing Agent a supply of blank Temporary Bearer Global Notes and Permanent Bearer Global Notes as the Bank shall determine. Each Note shall have been executed by the manual or facsimile signature of an Authorized Representative of the Bank. Each Registrar or the London Issuing Agent, as the case may be, will acknowledge receipt of the Notes delivered to it and will hold such blank Notes in safekeeping in accordance with its customary practice and shall, as applicable, complete, authenticate and deliver such Notes in accordance with the provisions hereof. Notwithstanding the foregoing, if so agreed between the Bank and the applicable Registrar or London Issuing Agent, as applicable, the Bank may deliver to such Registrar or London Issuing Agent, as applicable, a single master Registered Global Note, Temporary Bearer Global Note or Permanent Bearer Global Note, as applicable, that shall have been executed by the manual or facsimile signature of an Authorized Representative of the Bank. Thereafter, upon each issuance of Notes as notified to such Registrar or London Issuing Agent in accordance with the terms hereof, such Registrar or London Issuing Agent, as the case may be, shall use a duplicate copy of such master Global Note for purposes of completing and authenticating Notes pursuant to the provisions of Section 5 , Section 6 , or Section 7 hereof, as applicable.

(f) From time to time, the Bank shall provide each Registrar and the London Issuing Agent with a certificate executed by an officer of the Bank certifying the incumbency and specimen signatures of those officers of the Bank authorized to execute Notes on behalf of the Bank by manual or facsimile signature and to give instructions and notices on behalf of the Bank hereunder (each an “ Authorized Representative ” and collectively, the “ Authorized Representatives ”). Until the applicable Registrar or the London Issuing Agent receives a subsequent certificate, such Registrar or the London Issuing Agent, as the case may be, shall be entitled to conclusively rely on the last such certificate delivered to them for the purposes of determining the identities of Authorized Representatives of the Bank. Any Note bearing the manual or facsimile signatures of persons who are Authorized Representatives of the Bank on the date such signatures are affixed shall bind the Bank after the completion, authentication and delivery thereof by the applicable Registrar or the London Issuing Agent, as the case may be, notwithstanding that such persons shall have ceased to hold office on the date such Note is so completed, authenticated and delivered by the applicable Registrar or the London Issuing Agent, as the case may be.

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SECTION 4. Issuance Instructions .

(a) Upon the issuance of Notes hereunder, the Bank shall deliver instructions as to the completion of the Notes (as described below) to a duly authorized representative of the U.S. Registrar, the European Registrar or the London Issuing Agent, as applicable, as named by such Agent and of which the Bank shall be notified in writing. Such instructions shall be delivered from time to time through the use of a facsimile transmission (confirmed by guaranteed delivery of overnight or recognized international courier) from any Authorized Representative. Such instructions shall include the following (each term as used or defined in the related form of Note attached to such instructions), as applicable:

(i) Interest Rate,

(ii) Interest Payment Dates, and

(iii) Regular Record Dates.

(i) Base Rate or Rates,

(ii) Initial Interest Rate,

(iii) Spread and/or Spread Multiplier, if any,

(iv) Interest Reset Date or Dates,

(v) Interest Periods,

(vi) Interest Payment Dates,

(vii) Regular Record Dates,

(viii) Index Maturity,

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(ix) Maximum and Minimum Interest Rates, if any, and

(x) Calculation Agent, if other than Deutsche Bank Trust Company Americas.

(i) Base Rates,

(ii) Initial Interest Rate(s),

(iii) Underlying index, credit or formula,

(iv) Interest (or Other Amounts Payable) Reset Date(s),

(v) Interest (or Other Amounts Payable) Period(s),

(vi) Interest (or Other Amounts Payable) Payment Date(s),

(vii) Regular Record Dates,

(viii) Maximum and Minimum Interest Rates, if any,

(ix) Any terms relating to the exchange of such Notes, and

(x) Calculation Agent, if other than Deutsche Bank Trust Company Americas.

5. Price to purchasers, if any, of the Note (or whether the Note is being offered at varying prices relating to prevailing market prices at time of resale as determined by the applicable Selling Agent).

6. Trade date.

7. Settlement date.

8. Original Issue Date.

9. Stated Maturity.

10. Minimum and authorized denominations.

11. If applicable, an Amortization Table specifying the rate at which an Amortizing or Indexed Note, as applicable, is to be amortized, and with respect to an Indexed Note, specifying the applicable reference rate, if any, or lock-out date, if any.

12. Redemption provisions, if any, including the initial redemption date, initial redemption percentage, annual redemption reduction percentage, whether partial redemption is permitted and the method of determining Notes to be redeemed.

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13. Prepayment option date(s) and prepayment option price(s), if any.

14. Extension provisions, if any, of an extendible Note, including length of extension period(s), number of extension periods, final maturity date and other applicable terms.

15. Provisions relating to a Note subject to extension at the option of the Bank.

16. Net proceeds to the Bank.

17. The Selling Agent’s commission or underwriting discount and the relevant delivery information of the Selling Agent for settlement.

18. Whether such Notes are being sold to the Selling Agent as principal or to an investor or other purchaser through the Selling Agent acting as agent for the Bank, or by the Bank itself.

19. Whether such Note is being issued as an Original Issue Discount Note (or otherwise issued with original issue discount for U.S. federal income tax purposes) and the terms thereof.

20. Whether such Notes are Dual Currency Notes and, if so, the alternative currency for payments on the Notes.

21. Whether such Notes are Amortizing Notes and, if so, the terms thereof.

22. Exchange rate agent, if applicable.

23. Applicable exemption from registration under the OCC’s regulations.

24. Relevant depositary or clearing system.

25. Whether Additional Amounts will be paid.

26. Whether the Notes may be redeemed for tax reasons and, if so, the terms thereof.

27. Such other information specified with respect to the Notes (whether by addendum, text to be included under “Other Provisions” on the face of such Note, or otherwise).

(b) All instructions regarding the completion, authentication and delivery of Notes shall be given by an Authorized Representative by facsimile transmission or by other acceptable written means in accordance with the Administrative Procedures. In addition, the Selling Agent who has arranged to purchase or procure the purchase of Notes from the Bank shall notify the applicable Registrar or the London Issuing Agent, as the case may be, by facsimile transmission or by other acceptable written means no later than 3:00 p.m. London time, in the case of the London Issuing Agent or the European Registrar, and no later than 3:00 p.m. New York City time, in the case of the U.S. Registrar, three Business Days prior to the proposed issue date, that payment by the Selling Agent to the Bank of the purchase price of any Note has been or will be duly made and (if applicable) of details of the securities account to which payment is to be made.

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(c) Each instruction given to the U.S. Registrar, the European Registrar or the London Issuing Agent in accordance with this Section 4 shall constitute a representation and warranty to such Agent by the Bank that the issuance and delivery of the Notes is in accordance with the terms and conditions described in this Agreement and the Offering Circular and the applicable Pricing Supplement, and the Notes have been duly and validly authorized by the Bank and, when completed, authenticated and delivered pursuant hereto, the Notes will constitute the valid and legally binding obligations of the Bank enforceable against the Bank in accordance with their terms, subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other laws relating to or affecting enforcement of creditors’ rights generally, to general equity principles or to 12 U.S.C. § 1818(b)(6)(D) (or any successor statute), 12 C.F.R. § 5.47 (or any successor regulation) and similar bank regulatory powers now or hereafter in effect.

(d) Any instruction given by the Bank to an Agent under this Agreement shall be in the form of an Officer’s Certificate or other signed letter or memorandum. Any “signed letter or memorandum” means a document signed by an Authorized Representative and delivered to such Agent.

SECTION 5. Issue of Registered Global Notes .

(a) Upon receipt of instructions from an Authorized Representative in accordance with Section 4 hereof and the Administrative Procedures regarding the completion, authentication and delivery of one or more Registered Global Notes, the U.S. Registrar (in the case of DTC Global Notes) or the European Registrar (in the case of Euroclear/Clearstream, Luxembourg Global Notes) shall cause to be withdrawn from safekeeping the necessary and applicable Registered Global Note(s) and, in accordance with such written instructions, shall:

(A) complete such Registered Global Note(s);

(B) attach the relevant Pricing Supplement, as supplied by the Bank;

(C) register such Registered Global Note(s) in the name of Cede & Co., or another nominee of DTC, and/or in the name of a nominee of Euroclear and/or Clearstream, Luxembourg, as specified in such instructions;

(D) authenticate such Registered Global Note(s); and

(E) (i) deliver, in accordance with the Administrative Procedures, such Registered Global Note(s) to a custodian of DTC in accordance with such instructions against receipt from the custodian of confirmation that such custodian is holding the Registered Global Note(s) so delivered in safe custody for the account of DTC and instruct DTC to credit the Notes represented by such Registered Global Note(s), unless otherwise agreed in writing between the U.S. Registrar and the Bank, to the U.S. Registrar’s participant account at DTC; and/or

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(ii) deliver, in accordance with the Administrative Procedures, such Registered Global Note(s) to the specified common depositary of Euroclear and Clearstream, Luxembourg in accordance with such instructions against receipt from the common depositary of confirmation that such common depositary is holding the Registered Global Note(s) so delivered in safe custody for the account of Euroclear and/or Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) to credit the Notes represented by such Registered Global Note(s), unless otherwise agreed in writing between the European Registrar and the Bank, to the London Issuing Agent’s distribution account; and

(F) ensure that the Notes of such series are assigned a CUSIP number or other identifying code, which will be provided to the applicable Registrar by the Bank;

provided, that instructions regarding the completion and authentication of such Note(s) are received by the applicable Registrar in accordance with the Administrative Procedures.

(b) The U.S. Registrar shall provide DTC, and the European Registrar shall provide Euroclear and/or Clearstream, Luxembourg, with such notifications, instructions or other information to be given by the U.S. Registrar or the European Registrar, as the case may be, to DTC, Euroclear and/or Clearstream, Luxembourg as may be required by this Agreement and the DTC Letters of Representations and in accordance with the standard procedures of any such clearing system.

(c) Notwithstanding the foregoing, in the event that Registered Notes of a Series are issued outside the United States in accordance with the provisions of Regulation S under the U.S. Securities Act of 1933, as amended, as indicated in the applicable Pricing Supplement, the European Registrar shall complete, authenticate and deliver a Registered Global Note initially in temporary form, to be exchangeable for a Registered Global Note in permanent form, in accordance with and subject to such requirements and conditions as agreed between the Bank, the European Registrar and the relevant Selling Agent(s).

(d) Notwithstanding the foregoing, in the event that Registered Notes of a Series issued with a maturity of 270 days or less are represented by one or more single Master Short-Term Registered Note certificates, the procedures set forth in Section 5(a)(A) and Section 5(a)(B) above shall be satisfied by the electronic entry by the U.S. Registrar, on behalf of the Bank, of the terms of each short-term Note so issued (as such terms are provided to the U.S. Registrar by the Bank pursuant to Section 4(a) and as set forth in the applicable Pricing Supplement) in the DTC MMI System under the U.S. Registrar’s participant number, and upon such entry, such Master Short-Term Registered Note, together with such electronic records, will evidence the obligations of the Bank under any such Note.

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SECTION 6. Issue of Temporary Bearer Global Notes .

(a) Upon receipt of instructions from an Authorized Representative in accordance with Section 4 hereof and the Administrative Procedures regarding the completion, authentication and delivery of one or more Temporary Bearer Global Notes, the London Issuing Agent shall cause to be withdrawn from safekeeping the necessary and applicable Temporary Bearer Global Note and, in accordance with such written instructions, shall:

(A) complete such Temporary Bearer Global Notes(s);

(B) attach the relevant Pricing Supplement, as supplied by the Bank;

(C) authenticate such Temporary Bearer Global Note(s);

(D) deliver, in accordance with the Administrative Procedures, such Temporary Bearer Global Note(s) to the specified common depositary of Euroclear and Clearstream, Luxembourg in accordance with such instructions against receipt from the common depositary of confirmation that such common depositary is holding the Temporary Bearer Global Note(s) so delivered in safe custody for the account of Euroclear and/or Clearstream, Luxembourg and instruct Euroclear or Clearstream Luxembourg or both of them (as the case may be) to credit the Notes represented by such Temporary Bearer Global Note(s), unless otherwise agreed in writing between the London Issuing Agent and the Bank, to the London Issuing Agent’s distribution account; and

(E) ensure that the Notes of each Tranche are assigned a common code (“ Common Code ”) and International Security Identification Number (“ ISIN ”) by Euroclear and Clearstream, Luxembourg which are different from the Common Code and ISIN assigned to Notes of any other Tranche of the same Series until 40 days after the completion of the distribution of the Notes of such Tranche as notified by the London Issuing Agent to the relevant Selling Agent;

provided, that instructions regarding the completion and authentication of such Note(s) are received by the London Issuing Agent in accordance with the Administrative Procedures.

(b) The London Issuing Agent shall provide Euroclear and/or Clearstream, Luxembourg with such notifications, instructions or other information to be given by the London Issuing Agent to Euroclear and/or Clearstream, Luxembourg in accordance with the standard procedures of Euroclear and/or Clearstream, Luxembourg.

SECTION 7. Determination of Exchange Date and Issue of Permanent Bearer Global Notes .

(a) (i) The London Issuing Agent will determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereof. Forthwith upon determining the Exchange Date in respect of any Tranche, the London Issuing Agent shall notify such determination to the Bank, the relevant Selling Agent(s), Euroclear and Clearstream, Luxembourg.

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(ii) The London Issuing Agent shall deliver, upon notice from Euroclear or Clearstream, Luxembourg, a Permanent Bearer Global Note or a Definitive Bearer Note, as the case may be, in accordance with the terms of the Temporary Bearer Global Note, in each case against certification of non-U.S. beneficial ownership as required by U.S. treasury regulations, substantially in the form set forth in Exhibit J hereto, to the effect that it has received from or in respect of a person entitled to a particular principal amount of the Bearer Notes (as shown by its records) a certificate in or substantially in the form of the certificate set forth in Exhibit K hereto, unless such certification has already been given. Upon any exchange of a portion of a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note, the London Issuing Agent is hereby authorized on behalf of the bank:

(A) for the first Tranche of any Series of Notes, to cause to be withdrawn from safekeeping the necessary and applicable Permanent Bearer Global Note and, in accordance with the terms of the Temporary Bearer Global Note, to complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such Tranche;

(B) to attach the relevant Pricing Supplement applicable to such Tranche as supplied by the Bank;

(C) for the first Tranche of any Series of Notes, to authenticate such Permanent Bearer Global Note;

(D) for the first Tranche of any Series of Notes, to deliver, in accordance with the Administrative Procedures, such Permanent Bearer Global Note to the specified common depositary that is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg either in exchange for such Temporary Bearer Global Note or, in the case of a partial exchange, on entering details of such partial exchange of the Temporary Bearer Global Note in the relevant spaces in Schedule 2 of both the Temporary Bearer Global Note and the Permanent Bearer Global Note, and in either case against receipt from the common depositary of confirmation that such common depositary is holding the Permanent Bearer Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg; and

(E) in the case of a subsequent Tranche of any Series of Notes, to attach the Pricing Supplement applicable to such Tranche to the Permanent Bearer Global Note applicable to such Series and to enter details of any exchange in whole or in part as stated above.

(b) The London Issuing Agent shall provide Euroclear and/or Clearstream, Luxembourg with such notifications, instructions or other information to be given by the London Issuing Agent to Euroclear and/or Clearstream, Luxembourg in accordance with the standard procedures of Euroclear and/or Clearstream, Luxembourg.

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SECTION 8. Issue of Definitive Bearer Notes .

(a) Unless otherwise provided in the applicable terms of the Note, interests in a Bearer Global Note will be exchangeable in whole, but not in part, for Definitive Bearer Notes with Coupons attached: (i) in the case of a Permanent Bearer Global Note, on not less than 60 days’ written notice of exchange to the London Issuing Agent from Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in the Permanent Bearer Global Note), (ii) if an Event of Default (as defined in the Note) with respect to the Bearer Global Note occurs and is continuing, (iii) if the Bank is notified that either Euroclear or Clearstream, Luxembourg has been closed for business for a continuous period of 14 days (other than by reason of holidays, whether statutory or otherwise) after the original issuance of the Bearer Global Note or has announced an intention to permanently cease business or has in fact done so and no alternative clearance system approved by the applicable noteholders is available, or (iv) the Bank, after notice to the London Issuing Agent, determines to issue Notes in definitive bearer form. Upon the occurrence of these events, the London Issuing Agent shall cause to be withdrawn from safekeeping the necessary and applicable Definitive Bearer Note(s) and, in accordance with the terms of the relevant Permanent Bearer Global Note, shall:

(A) complete, if applicable, an equal aggregate principal amount of Definitive Bearer Notes of authorized denominations and of like tenor and with identical terms as the Permanent Bearer Global Note in accordance with the terms thereof;

(B) cause the European Registrar to authenticate such Definitive Bearer Note(s); and

(C) deliver in accordance with the Administrative Procedures such Definitive Bearer Note(s) to or to the order of Euroclear and/or Clearstream, Luxembourg in exchange for such Permanent Bearer Global Note.

The London Issuing Agent shall notify the Bank forthwith upon receipt of a request for the issuance of Definitive Bearer Note(s) in accordance with the provisions of a Permanent Bearer Global Note. In the case of Temporary Bearer Global Notes, such exchange shall only be made on or after the Exchange Date against certification of non-U.S. beneficial ownership in accordance with Section 7(a)(ii) .

(b) The Bank shall deliver to the London Issuing Agent, pursuant to a request for the issue of Definitive Bearer Notes under the terms of the relevant Permanent Bearer Global Note, a sufficient number of Definitive Bearer Notes (with, if applicable, Receipts, Coupons and Talons attached) executed by an Authorized Representative to enable the London Issuing Agent to comply with its obligations under this Section 8 .

SECTION 9. Issue of Definitive Registered Notes .

(a) Definitive Registered Notes shall be issued in exchange for interests in a Registered Global Note only if permitted by applicable law and (i) in the case of a DTC Global Note, DTC notifies the Bank that it is unwilling or unable to continue to act as depositary for the DTC Global Note, or if DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, if so required by applicable law or regulation, and, in either

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case, a successor depositary is not appointed by the Bank within 90 days after receiving such notice or becoming aware that DTC is no longer so registered, (ii) in the case of any other Registered Global Note, if the Bank is notified that the clearing system(s) through which the Registered Global Note is cleared and settled has been closed for business for a continuous period of 14 days (other than by reason of holidays, whether statutory or otherwise) after the original issuance of the Note or has announced an intention to cease business permanently or has in fact done so and no alternative clearing system approved by the applicable noteholders is available, (iii) the Bank in its discretion elects to issue Definitive Registered Notes or (iv) after the occurrence of an Event of Default with respect to any Registered Global Note of a Series, the beneficial owners representing a majority in principal amount of such Registered Global Note advise the relevant clearing system through its participants to cease acting as depositary for such Registered Global Note. If a Master Short-Term Registered Note certificate represents more than one series of Notes, one or more of such series may be issued in the form of Definitive Registered Notes, and such certificate may continue to represent the other series that are not so issued in definitive form.

(b) Upon the occurrence of any event specified in Section 9(a) which pursuant to the terms of a Registered Global Note requires the issue of Definitive Registered Notes in exchange for the Registered Global Note, the applicable Registrar shall cause to be withdrawn from safekeeping the necessary and applicable Definitive Registered Note(s) and, in accordance with the terms of the Registered Global Note, shall:

(A) complete an equal aggregate principal amount of Definitive Registered Note(s) of authorized denominations and of like tenor with identical terms as the Registered Global Note in accordance with the terms of the Registered Global Note;

(B) register such Definitive Registered Notes in the name or names of such persons as the relevant clearing system shall instruct the applicable Registrar in writing;

(C) authenticate such Definitive Registered Notes; and

(D) deliver such Definitive Registered Notes to the relevant clearing system or pursuant to such clearing system’s written instructions in exchange for such Registered Global Note.

(c) The Bank shall deliver to the applicable Registrar, upon the occurrence of any event specified in Section 9(a) which pursuant to the terms of a Registered Global N