NATIONWIDE BUILDING SOCIETY

Capital/Financing Update • Sep 13, 2010

FINAL TERMS

13 September 2010

Nationwide Building Society

Issue of €1,250,000,000 2.875 per cent. Series 2010-1 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 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:	2010-1
	(b)	Tranche Number:	1
3.	Specified Currency or Currencies:		Euro
4.	Aggreg Bonds:	Aggregate Nominal Amount of Covered Bonds:
	(a)	Series:	€1,250,000,000
5.	Issue Price:		99.583% of the Aggregate Nominal Amount
6.	(a)	Specified Denominations:	€50,000 and integral multiples of €1,000 in excess thereof up to and including €99,000
	(b)	Calculation Amount: (Applicable to Covered Bonds in definitive form)	€1,000

7.	(a)	Issue Date:	14 September 2010
	(b)	Interest Commencement Date:	14 September 2010
8.	(a)	Final Maturity Date:	14 September 2015
	(b)	Extended Due for Payment Date of Guaranteed Amounts corresponding to the Final Redemption Amount under the Covered Bond Guarantee:	14 September 2016
9.	Interest Basis:		2.875 per cent. Fixed Rate
			(further particulars specified below)
10.	Reden	nption/Payment Basis:	Redemption at par
11.		e of Interest Basis or aption/Payment Basis:	Applicable from and including the Final Maturity Date to but excluding the Extended Due for Payment Date.
			1 Month EURIBOR plus 1.15 per cent. per annum Floating Rate payable monthly in arrear from and including the Final Maturity Date to but excluding the Extended Due for Payment Date.
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.	Metho	od of distribution:	Syndicated
PRO	VISION	S RELATING TO INTEREST (IF AN	NY) 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	2.875 per cent. per annum payable annually in arrear
	(b)	Interest Payment Date(s):	14 September in each year until (and including) the

Final Maturity Date

(c) Fixed Coupon Amount(s):

€28.75 per Calculation Amount per annum (payable

annually)

(d) Broken Amount(s):

Not Aplicable

(e) Day Count Fraction:

Actual/Actual (ICMA) unadjusted

(f) Determination Date:

14 September in each year

(g) Other terms relating to the method of calculating interest for Fixed Rate Covered Bonds:

Not applicable

1. 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 October 2015 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 14th day of each month from and including 14 October 2015 to and including the Extended Due For Payment Date.

(c) First Interest Payment Date

14 October 2015

(d) Business Day Convention:

Modified Following Business Day Convention

(e) Business Centre(s):

London and TARGET2

(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:

1 Month EURIBOR

Interest Determination Date(s):

Second TARGET2 Day prior to the start of each Interest Period

Relevant Screen Page:

Reuters page EURIBOR01

(i) ISDA Determination:

Not Applicable

• 1.15 per cent. per annum. Margin(s): (j) Minimum Rate of Interest: Not Applicable (k) Maximum Rate of Interest: Not Applicable (1) Actual/360 Adjusted (m) Day Count Fraction: Not Applicable Fall back provisions, rounding (n) 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 Zero Coupon Covered Bond Provisions 17. Index Linked Interest Covered Bond/other Not Applicable 18. variable-linked interest Covered Bond Provisions Not Applicable Dual Currency Covered Bond Provisions: 19. PROVISIONS RELATING TO REDEMPTION BY THE ISSUER Not Applicable 20. Call Option: Not Applicable 21. Put Option: 100 per cent. 22. Final Redemption Amount of each Covered Bond: Not Applicable 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): GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS Bearer Covered Bonds: Form of Covered Bonds: 24. 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

Yes

Not Applicable

New Global Covered Bond:

Financial Centre(s) or other special provisions relating to payment dates:

25.

26.

attached to Bearer Definitive Covered Bonds (and dates on which such Talons mature): Not Applicable Details relating to Partly Paid Covered 28. 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: 29. Details relating to Instalment Covered Bonds: Instalment Amount(s): Not Applicable (a) Not Applicable Instalment Date(s): (b) Not Applicable 30. Redenomination, renominalisation and reconventioning provisions: Not Applicable 31. Other final terms: Not Applicable 32. Additional U.S. Federal Income Tax Considerations: DISTRIBUTION HSBC France, UBS Limited and The Royal Bank of If syndicated, names of Managers: 33. (a) Scotland PLC Date of Subscription Agreement: 10 September 2010 (b) Not Applicable Stabilising Manager (if any): (c) If non-syndicated, name and address of Not Applicable 34. Dealer: Reg. S Category 2. U.S. Selling Restrictions: 35. Total commission and concession Not Applicable 36. Not Applicable 37. Non-exempt Offer: Not Applicable Additional selling restrictions: 38.

No

27.

Talons for future Coupons or Receipts to be

Additional United States Tax Considerations:

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

LISTING 1.

Listing: London (a)

Application has been made for the Covered Bonds Admission to trading: (b)

to be admitted to trading on 14 September 2010.

Estimate of total expenses related to (c)

admission to trading:

£5,060

2. RATINGS

The Covered Bonds to be issued have been (a)

rated:

S&P:

AAA

Moody's:

Aaa

Fitch:

AAA

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

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.

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

The gross proceeds from each issue of Covered Reasons for the offer: (a)

Bonds will be used by the Issuer to make available Term Advances to the LLP pursuant to the terms of

the Intercompany Loan Agreement.

Not applicable 5. YIELD

3.010 per cent. Indication of yield:

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

yield.

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

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

www.nationwide.co.uk/investorrelations

PERFORMANCE OF RATE[S] OF EXCHANGE 7.

Not Applicable

OPERATIONAL INFORMATION 8.

Bearer Global Covered Bonds intended to be Yes (a)

held in a manner which would allow Eurosystem eligibility:

(b) ISIN Code:

(c) Common Code:

(d) CUSIP:

(e) Delivery:

(f) Names and addresses of initial Paying Agents:

(g) Names and addresses of additional Paying Agent(s) (if any):

Signed on behalf of the Issuer:

By: ____________________________________

Signed on behalf of the LLP:

Duly authorised

Note that the designation "yes" simply means the Bearer Global Coverd Bonds are intended upon issue to be deposited with Euroclear or Clearstream, Luxembourg as Common Safekeeper and does not necessarily mean that the bearer Global Covered Bonds will be recognised as eligible collateral for eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.

XS0541455191

054145519

Not Applicable

Delivery against payment

Citibank, N.A., London Branch, acting through its offices at:

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

Not applicable