COMMERCIAL PAPER ISSUING AND PAYING AGENT AGREEMENT (Book-Entry Obligations Using DTC Facilities and Physical Notes)

Exhibit 10.2

COMMERCIAL PAPER

ISSUING AND PAYING AGENT AGREEMENT

(Book-Entry Obligations Using DTC

Facilities and Physical Notes)

THIS AGREEMENT (this “ Agreement ”) dated as of January 31, 2011 (the “ Effective Date ”) is entered into by and between Cisco Systems, Inc. (the “ Issuer ”) with offices at 170 West Tasman Drive, San Jose CA, 95134 and Bank of America, National Association (the “ Bank ”) with offices at 540 W. Madison, IL4-540-20-06, Chicago IL, 60661.

The Issuer requests and hereby appoints the Bank to act on a non-exclusive basis as agent for the Issuer in connection with the issuance and payment of unsecured book-entry obligations (each, a “ Book-entry Obligation ”) as evidenced by a Master Note Certificate (the “ Note Certificate ” and, together with the Book-entry Obligations, the “ Obligations ”) in the form appended hereto in Exhibit A . The Bank hereby agrees to act as agent for the Issuer, subject to the provisions of this Agreement, beginning on the Effective Date.

The Issuer acknowledges that the Bank has entered into with The Depository Trust Company (“ DTC ”) the commercial paper certificate agreement attached hereto as Exhibit B (the “ Certificate Agreement ”). The Certificate Agreement is hereby incorporated by reference herein and made a part hereof. The Issuer acknowledges and agrees that the continued effectiveness of the Certificate Agreement is a condition precedent to the Bank acting as agent hereunder and providing services related to the Obligations.

a. The Bank and the Issuer agree to comply with the relevant portions of DTC’s Commercial Paper Issuing and Paying Agent Manual, and the DTC Same Day Settlement System Rules (collectively the “ DTC Rules ”).

b. The Issuer has delivered to the Bank a certificate (as may be amended from time to time, the “ Issuer Certificate ”), a copy of which is appended hereto as Exhibit C , containing the name, title, contact details (including mailing address and e-mail address), and true signature of each officer of the Issuer or other person duly authorized to take action on behalf of the Issuer with respect to the Obligations (each an “ Authorized Person ” and, collectively, the “ Authorized Persons ”). The Issuer agrees to promptly

provide a revised Issuer Certificate to the Bank in the event that the Authorized Persons of the Issuer change.

c. The Issuer authorizes the Bank to accept Instructions (as defined in Section 5 ) from any Authorized Person, provided such Instructions are signed by at least two Authorized Persons.

d. The Issuer agrees that the Bank shall not be liable for the Bank’s action or inaction in reliance on the Issuer Certificate at any time, including any inaccurate Issuer Certificate for which a copy of an accurate replacement Issuer Certificate has not been provided by the Issuer to the Bank.

a. The Issuer will, prior to the Effective Date, deliver to the Bank a Note Certificate registered in the name of Cede & Co., a nominee of DTC, evidencing the Obligations. The Note Certificate shall bear the manual or facsimile signature[s] of [one or more] the Chief Financial Officer, the Treasurer and the Assistant Treasurer of the Issuer (each an “ Authorized Representative ” and, collectively, the “ Authorized Representatives ”) and specify the date of issuance (the “ Issue Date ”), the full legal name of the Issuer, the name of the jurisdiction in which the Issuer is organized, and the name of the bank acting as paying agent for the Issuer.

b. Any Obligation (as evidenced by the Note Certificate) shall, upon the Bank’s issuance of such Obligation in compliance with the terms of this Agreement on behalf of the Issuer, bind the Issuer notwithstanding that one or both of the Authorized Persons providing the Instructions for issuance of the Obligation pursuant to Section 5(a) hereof are no longer Authorized Persons on the date such Obligation is issued by the Bank. Furthermore, the Issuer agrees that the Bank shall have no duty or responsibility to determine the genuineness of the facsimile and/or manual signatures appearing on any document, including but not limited to any Instructions or the Note Certificate, if such facsimile or manual signature reasonably resembles the corresponding specimen signature of an Authorized Representative or Authorized Person listed on the most recent Issuer Certificate provided by the Issuer to the Bank.

a. The term “Instructions” shall mean a communication, purporting to be from an Authorized Person, in the form of either (i) a transmission through an instruction and reporting communication service (“ IPASS ”) offered by the Bank pursuant to Section 10 hereof or (ii) a written notice, including a written notice transmitted by facsimile or e-mail, which bears or purports to bear the signature of at least two Authorized Persons; prior to 12:00 PM (noon) Chicago time on the day on which the Instructions are to be operative. Instructions may be given at any time; provided that any Instructions received on a day on which the Bank is not open for business, the Instructions will be operative, as appropriate, on the next succeeding day on which the Bank is open for business. In the event that Instructions are issued through IPASS, the Bank may conclusively rely upon such instructions absent the signatures of Authorized Persons.

b. If the Bank, in its sole discretion, acts upon Instructions transmitted after 12:00 PM (noon) Chicago time on the day on which the Instructions are to be operative, the Issuer understands and agrees that (i) such Instructions shall be acted upon, on a reasonable efforts basis, by the Bank pursuant to the custom and practice of the commercial paper market, and (ii) the Bank makes no representations or warranties that the issuance and delivery of any Note or Obligation pursuant to Section 6 shall be completed prior to the close of business on the Issue Date specified in the applicable Instructions.

Section 6.         Issuance

a. The Bank’s sole duties in connection with the issuance of the Book-entry Obligations represented by the Note Certificate shall be as follows:

(i) to maintain a record of the outstanding Note Certificate on IPASS;

(ii) following receipt of applicable Instructions, to assign a CUSIP number to each Obligation to be issued;

(iii) following receipt of applicable Instructions that set forth the face or principal amount, net dollar amount, Issue Date, maturity date, interest rate (if any), and amount of interest due at maturity date, and the applicable discount amount (if any), for an Obligation, to cause delivery of such Obligation on behalf of the Issuer by way of data entry or data transfer to the DTC Same Day Funds Settlement System (“ SDFS ”), and to receive from SDFS a confirmation receipt that delivery of such Obligation was effected; and

(iv) prior to the close of business on each Issue Date, to credit in immediately available funds the net proceeds of all delivered Obligations to the Issuer’s account with the Bank (full instructions to be provided).

(ii) The Bank shall have no duty or responsibility to transfer to the Issuer any amounts from the sale of an Obligation, or to advance to the Issuer any monies or otherwise provide any credit to the Issuer with respect to such proceeds or transfers, unless and until (A) the Bank actually receives the proceeds of the sale of such Obligation and (B) the Bank’s receipt of such proceeds is not subject to reversal or cancellation.

a. The Issuer shall provide or cause to be provided Instructions to the Bank regarding payment of Obligations at maturity. The Bank’s sole duty in connection with payment of the Obligations at maturity shall be to pay the discounted principal amount of the Obligation or principal plus interest of an interest-at-maturity Obligation, in each case as specified in the applicable Instructions, to the account specified in such Instructions.

b. The Bank shall not make a payment with respect to any maturing Obligation of the amount referred to in this Section 7 unless immediately available funds in the amount to be paid in respect of such Obligation have been received by the Bank before 1:30 PM Chicago time on the applicable maturity date, unless otherwise agreed in writing with the Bank, in accordance with the following instructions: ABA routing number:              . GL Account Number:              , FFC:              Beneficiary Customer:              , and such funds are not subject to reversal or cancellation.

c. The Issuer hereby gives blanket authority for the Bank to debit or credit the Issuer’s Demand Deposit Account (DDA) account number (which will be specified by the Issuer in writing) in accordance with this Agreement. The Bank will so debit or credit the Issuer’s account number, at such time and in such amounts as required from time to time for the purpose of funding any net amounts outstanding due to account trading activity or to transfer to the Issuer’s DDA any amounts held by the Bank at the end of any business day.

If on any maturity date of the Obligations, a prospective purchaser of Obligations to be placed on such date defaults in its duty to pay the cash purchase price in immediately available funds by 1:30 PM Chicago time or at such later time allowed by DTC or reclaims a formerly settled issuance, thereby defaulting in regard to the Obligations such purchaser was to purchase on such date, the Issuer agrees to pay the Bank on demand the amount of such failed or reclaimed settlement if payment had been done by the Bank to the Issuer or on behalf of the Issuer.

The Issuer agrees that the Obligations issued or presented hereunder shall be denominated solely in United States Dollars. The Issuer further agrees that payment of any and all amounts due pursuant to the provisions of this Agreement shall be made solely in United States Dollars.

a. The Bank shall have no obligations under this Agreement towards, or any relationship of agency or trust with, any Purchaser and shall only be obligated to perform the duties of the Bank set out specifically in this Agreement. The Bank shall have no implied duties or obligations under this Agreement.

b. The Bank shall not be under any obligation to take any action hereunder through which the Bank may incur any expense or liability, the prompt payment of or indemnification for which is not, in its opinion, assured.

a. The Bank hereby grants the Issuer and each Authorized Person access to IPASS for the limited purposes set forth herein until the termination of this Agreement in accordance with Section 14 . The Issuer and each Authorized Person is permitted to access IPASS for the purposes of transmitting Instructions to the Bank or obtaining a record of the Note Certificate with respect to the Obligations.

b. The Issuer acknowledges that under IPASS, each Obligation (and the Note Certificate, if any, related thereto) shall remain subject to applicable laws, regulations, rules and the provisions hereof. The Bank shall be entitled to limit or restrict the Issuer’s or any Authorized Person’s use of IPASS as the Bank deems necessary or desirable in its sole discretion. The Issuer acknowledges and agrees that it and each Authorized Person shall be permitted to access information through IPASS only for those Obligations that it is authorized to access and no other Obligation. Each Authorized Person shall be limited in its access rights to IPASS to the same extent of the Issuer, and no Authorized Person shall be permitted to access a broader scope of information about an Obligation than the Issuer may access at such time.

c. Except as set forth in this Section 10 , with respect to any agreement between the Issuer and its Authorized Persons, the Issuer shall acquire no title, ownership or sublicensing rights whatsoever in IPASS or in any trade secret, trademark, copyright or patent of the Bank now or to become applicable to IPASS. The Issuer may not transfer, sublicense, assign, rent, lease, convey, modify, translate, convert to a programming language, decompile, disassemble, recirculate, republish or redistribute IPASS for any purpose.

d. The Issuer shall ensure the security and confidentiality of all identification numbers (“ IDs ”) and passwords (“ Passwords ”) to access IPASS, whether issued to the Issuer or any Authorized Person by the Bank, and whether chosen by the Issuer, any Authorized Person or the Bank. The Issuer agrees not to share, transfer, disclose, make available or otherwise provide access to the Issuer’s IDs and Passwords to any person who is not a Authorized Person. The Issuer is responsible for all access and activity conducted, including the sending of Instructions, using all IDs and Passwords permitting access to IPASS. The Issuer shall immediately notify the Bank in writing, (i) if the Issuer discovers or has received notice that an ID or Password has been compromised by actual or suspected unauthorized use, loss, disclosure, access or acquisition, (ii) if the Issuer suspects or discovers unauthorized access to or use of IPASS for any reason, or (iii) when a Authorized Person, with a unique ID and Password, is no longer permitted access to IPASS. The Issuer shall take all necessary and advisable corrective actions, and shall cooperate fully with the Bank to prevent, mitigate or rectify any unauthorized activity involving an ID or Password or IPASS.

The Issuer agrees to indemnify the Bank in accordance with Section 13 against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it in any way relating to or arising out of resulting from the failure of the Issuer or any of its Authorized Persons to maintain security and confidentiality of the applicable IDs and Passwords.

e. The Issuer agrees that use of IPASS is subject to the terms of this Agreement (the “ Terms ”), as they may be amended, and applicable laws and regulations. The Terms are binding on the Issuer (including the Issuer’s employees, agents and successors) and each Authorized Person. The Bank may add, remove or modify the information available on IPASS at any time without