NATIONWIDE BUILDING SOCIETY

Capital/Financing Update • Nov 8, 2019

FINAL TERMS

Dated 27 January 2011, as amended and restated on ___ November 2019 with effect on and from the Interest Payment Date falling in January 2026 8

Nationwide Building Society

Issue of £750,000,000 5.625 per cent. Series 2011-2 Covered Bonds irrevocably and unconditionally guaranteed as to payment of principal and interest by Nationwide Covered Bonds LLP under the €45 billion Global Covered Bond Programme

The Programme has been registered, and notice of these Covered Bonds will be made, under the Regulated Covered Bonds Regulations 2008 (SI 2008/346).

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions of the Covered Bonds (the Conditions) set forth in the Base Prospectus dated 1 July 2010 as supplemented on 7 January 2011 which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer, the LLP and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing during normal business hours at the registered office of the Issuer and copies may be obtained from the London office of the Agent.

The issuance of the Covered Bonds is being made directly to Nationwide Building Society as the initial purchaser of the Covered Bonds.

1.	(a)	Issuer:	Nationwide Building Society
	(b)	Guarantor:	Nationwide Covered Bonds LLP
2.	(a)	Series Number:	2011-2
	(b)	Tranche Number:	1
3.		Specified Currency or Currencies:	Sterling
4.	Aggregate Nominal Amount of Covered Bonds:
	(a)	Series:	£750,000,000
5.	Issue Price:		99.024% of the Aggregate Nominal Amount
6.	(a)	Specified Denominations:	£100,000 and integral multiples of £1,000 in excess thereof
	(b)	Calculation Amount: (Applicable to Covered Bonds in definitive form)	£1,000

7.	(a)	Issue Date:	28 January 2011
	(b)	Interest Commencement Date:	28 January 2011
8.	(a)	Final Maturity Date:	28 January 2026
	(b)	Extended Due for Payment Date of Guaranteed Amounts corresponding to the Final Redemption Amount under the Covered Bond Guarantee:	28 January 2027
9.		Interest Basis:	5.625 per cent. per annum Fixed Rate
			(further particulars specified below)
10.		Redemption/Payment Basis:	Redemption at par
11.	Change of Interest Basis or Redemption/Payment Basis:		Applicable from and including the Final Maturity Date to but excluding the Extended Due for Payment Date in accordance with paragraph 16 below.
12.		Call Options:	Not applicable
13.	(a)	Status of the Covered Bonds:	Senior
	(b)	Status of the Guarantee:	Senior
	(c)	Date Board approval for issuance of Covered Bonds obtained:	19 October 2005
14.		Method of distribution:	Syndicated
		PROVISIONS RELATING TO INTEREST (IF ANY)	PAYABLE
15.		Fixed Rate Covered Bond Provisions	Applicable from and including the Interest Commencement Date, to but excluding the Final Maturity Date
	(a)	Fixed Rate(s) of Interest	5.625 per cent. per annum payable annually in arrear
	(b)	Interest Payment Date(s):	28 January in each year until (and including) the Final Maturity Date
	(c)	Fixed Coupon Amount(s):	€56.25 per Calculation Amount per annum
	(d)	Broken Amount(s):	Not Applicable
	(e)	Day Count Fraction:	Actual/Actual (ICMA) unadjusted

	(f)	Determination Date:	28 January in each year
	(g)	Other terms relating to the method of calculating interest for Fixed Rate Covered Bonds:	Not Applicable
16.		Floating Rate Covered Bond Provisions	Applicable from and including the Final Maturity Date to but excluding the Extended Due for Payment Date
	(a)	Interest Period(s)	From and including the Final Maturity Date to but excluding the Specified Interest Payment Date falling in February 2026 and thereafter from and including each Specified Interest Payment Date to but excluding the following Specified Interest Payment Date.
	(b)	Specified Interest Payment Date(s):	The 28th day of each month from and including 28 February 2026 to and including the Extended Due for Payment Date.
	(c)	First Interest Payment Date	28 February 2026
	(d)	Business Day Convention:	Modified Following Business Day Convention
	(e)	Business Centre(s):	London
	(f)	Manner in which the Rate(s) of Interest is/are to be determined:	Screen Rate Determination
	(g)	Party responsible for calculating the Rate(s) of Interest and/or Interest Amount (if not the Agent):	Not applicable
	(h)	Screen Rate Determination:	Applicable
		 Reference Rate:	SONIA
		 Interest Determination Date(s):	Five London Banking Days prior to the end of each Interest Period
		 Relevant Screen Page:	Reuters Screen SONIA
	(i)	ISDA Determination:	Not Applicable
	(j)	Margin(s):	+ 1.6465 per cent. per annum
	(k)	Minimum Rate of Interest:	Not Applicable
	(l)	Maximum Rate of Interest:	Not Applicable
	(m)	Day Count Fraction:	Actual/365 (Fixed) Adjusted

	(n)	Observation Look-Back Period:	5 London Banking Days
	(o)	Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Covered Bonds, if different from those set out in these Conditions:	Not Applicable
17.		Zero Coupon Covered Bond Provisions	Not Applicable
18.	Provisions	Index Linked Interest Covered Bond/other variable-linked interest Covered Bond	Not Applicable
19.		Dual Currency Covered Bond Provisions:	Not Applicable
PROVISIONS RELATING TO REDEMPTION BY THE ISSUER
20.	Call Option:		Not Applicable

21.	Put Option:	Not Applicable
22.	Final Redemption Amount of each Covered Bond:	100 per cent.
23.	Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons, on acceleration following an Issuer Event of Default or an LLP Event of Default and/or the method of calculating the same (if required or if different from that set out in Condition 6.5):	Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS

24.	Form of Covered Bonds:	Bearer Covered Bonds:
		Temporary Global Covered Bond exchangeable for a Permanent Global Covered Bond which is exchangeable for Bearer Definitive Covered Bonds in definitive form only after an Exchange Event
25.	New Global Covered Bond:	Yes
26.	Financial Centre(s) or other special provisions relating to payment dates:	Not Applicable
27.	Talons for future Coupons or Receipts to be attached to Bearer Definitive Covered Bonds (and dates on which such Talons mature):	No
28.	Details relating to Partly Paid Covered	Not Applicable

Bonds: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Covered Bonds and interest due on late payment:

1. Details relating to Instalment Covered Bonds:

	(a)	Instalment Amount(s):	Not Applicable
	(b)	Instalment Date(s):	Not Applicable
30.		Redenomination, renominalisation and reconventioning provisions:	Not Applicable
31.	Other final terms:		Not Applicable
32.		Additional U.S. Federal Income Tax	Not Applicable

1. Additional U.S. Federal Income Tax Considerations:

DISTRIBUTION

33.	(a)	If syndicated, names of Managers:	HSBC Bank plc, UBS Limited and The Royal Bank of Scotland plc
	(b)	Date of Subscription Agreement:	27 January 2011
	(c)	Stabilising Manager (if any):	Not Applicable
34.	If non-syndicated, name and address of Dealer:		Not Applicable
35.		U.S. Selling Restrictions:	Reg. S Category 2
36.	Total commission and concession		Not Applicable
37.	Non-exempt Offer:		Not Applicable
38.	Additional selling restrictions: Additional United States Tax Considerations:		Not Applicable
			TEFRA D

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange of the Covered Bonds described herein pursuant to the €45 billion Global Covered Bond Programme of Nationwide Building Society.

RESPONSIBILITY

The Issuer and the LLP accept responsibility for the information contained in these Final Terms.

PART B – OTHER INFORMATION

1.	LISTING
(a)	Listing:	London
(b)	Admission to trading:	Application has been made for the Covered Bonds to be admitted to trading on 28 January 2011.
(c)	Estimate of total expenses related to admission to trading:	£3,650
2.	RATINGS
(a)	The Covered Bonds to be issued have been rated:	S&P: AAA Moody's: Aaa Fitch: AAA Standard & Poor's Credit Market Services Europe Limited, Fitch Rating Ltd. and Moody's Investors Service Limited are established in the European Union and have applied for registration under Regulation (EC) No. 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies although notification of the corresponding registration decision has not yet been provided by the relevant competent authority. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under Regulation (EC) No 1060/2009 (the CRA Regulation) unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in "Subscription and Sale and Transfer and Selling Restrictions", so far as the Issuer and the LLP are aware, no person involved in the issue of the Covered Bonds has an interest material to the offer.

refused.

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES:

(a) Reasons for the offer: The gross proceeds from each issue of Covered Bonds will be used by the Issuer to make available Term Advances to the LLP pursuant to the terms of the Intercompany Loan Agreement.

5. YIELD Not applicable

Indication of yield: 5.759 per cent. per annum

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

6. POST-ISSUANCE PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE AND OTHER INFORMATION CONCERNING THE UNDERLYING

The Issuer intends to provide post-issuance information on its website at:

www.nationwide.co.uk/investorrelations

7. PERFORMANCE OF RATE[S] OF EXCHANGE

Not Applicable

8. OPERATIONAL INFORMATION

(a)	Bearer Global Covered Bonds intended to be held in a manner which would allow Eurosystem eligibility:	No
(b)	ISIN Code:	XS0584363724
(c)	Common Code:	058436372
(d)	CUSIP:	Not Applicable
(e)	Delivery:	Delivery against payment
(f)	Names and addresses of initial Paying Agents:	Citibank, N.A., London Branch, acting through its offices at: Citigroup Centre Canada Square Canary Wharf London E14 5LB
(g)	Names and addresses of additional Paying Agent(s) (if any):	Not applicable

Signed on behalf of the Issuer:

By:~ authOTsed

Duly

Signed on behalf of the LLP:

n, DulyautlS g;ti~