NATIONWIDE BUILDING SOCIETY

Capital/Financing Update • Nov 18, 2010

Nationwide Building Society JPY 5,000,000,000 Fixed Rate Notes due 8 December 2015 issued pursuant to its U.S.\$25,000,000,000 European Note Programme

PART A - CONTRACTUAL TERMS

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Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 28 September 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 Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes 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 office hours at, and copies may be obtained from, the principal office of the Issuer at Nationwide House, Pipers Way, Swindon SN38 INW and the specified offices of each of the Paying Agents.

TYPE OF NOTE

1.	Deposit/Ordinary/Subordinated:	Ordinary
2.	Interest/Payment Basis:	Fixed Rate
3.	Ħ Instalment Note, insert Instalment Amount(s)/Instalment $Date(s)$ :	Not Applicable
4.	If Partly Paid Notes, insert amount of each instalment (expressed as a percentage of the nominal amount of each Note)/due dates for any subsequent instalment/consequences of failure to pay/rate of interest:	Not Applicable
5.	If Dual Currency Notes, insert the Rate(s) of Exchange/fallback provisions/person at whose option Specified Currency is to be payable/details of party (if any) responsible for calculating the principal and/or interest due (if not the Agent):	Not Applicable

DESCRIPTION OF THE NOTES

1. New Global Note: $No$ $7₁$ Form of Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes

only upon an Exchange Event

8.	$\left( \alpha \right)$	Talons for future Coupons to be attached to Definitive Notes:	No
	(b)	Date(s) on which the Talons mature:	Not Applicable
9.	$\left( a\right)$	Series Number:	421
	(b)	Tranche Number:	1
	(c)	Details (including the date on which the Notes become fully fungible) if forming part of an existing Series:	Not Applicable
10.	(a)	Nominal Amount of Notes to be issued:	JPY 5,000,000,000 A.
	(b)	Aggregate nominal amount of Series (if more than one issue for the Series):	JPY 5,000,000,000
	(c)	Specified Currency (or Currencies in the case of Dual Currency Notes):	Japanese Yen "JPY"
	(d)	Specified Denomination(s):	الملائب اللوا JPY 200,000,000
			The Notes may not be subdivided or reissued in a smaller denomination
	(e)	Calculation Amount:	JPY 200,000,000
	(f)	Tradeable Amount:	JPY 200,000,000
	11. Issue Price:		100.00 per cent. of the Aggregate Nominal Amount
	12. Issue Date:		22 November 2010
	13. Interest Commencement Date:		Issue Date
	PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
	14. Automatic/optional conversion from one Interest/Payment Basis to another:		÷ Not Applicable 로 - 호드
FIXED RATE NOTES			Applicable
15. $(a)$		Fixed Rate(s) of Interest:	1.306 per cent. per annum

8 December and 8 June in each year from and including
8 June 2011 to and including the Maturity Date, subject (b) Fixed Interest Date(s):

to adjustment for payment only in accordance with the Modified Following Business Day Convention (c) Initial Broken Amount per JPY 1,422,089 per Calculation Amount payable on 8 denomination: June 2011 (d) Fixed Coupon Amount(s) 1,306,000 per Calculation Amount Broken Amount(s) $(e)$ As per $15(c)$ Final Broken Amount per Not Applicable $(f)$ denomination: une justice ! (g) Day Count Fraction: 30/360 (h) Determination Date(s): Not Applicable Other terms relating to the Not Applicable $(i)$ method of calculating interest for Fixed Rate Notes: ZERO COUPON NOTES Not Applicable FLOATING RATE NOTES OR Not Applicable INDEXED INTEREST NOTES FLOATING RATE NOTES Not Applicable INDEXED INTEREST NOTES Not Applicable $\chi$ , and PROVISIONS REGARDING PAYMENTS $20.$ Definition of Payment Day for London and Tokyo the purpose of the Conditions if different to that set out in Condition 7.3: $\Delta \sim 3\sigma$ . PROVISIONS REGARDING REDEMPTION/MATURITY 21. Maturity Date: 8 December 2015 $22.$ (a) Redemption at Issuer's No $\sim$ as . $\Delta \sim$ option:

$\mathcal{L}_{\mathcal{I}}^{\mathcal{L}}$

(b) Redemption at Noteholder's No option:

	(c)	If Yes, insert Optional Redemption Date(s)/Optional Redemption Amounts:	Not Applicable
	(d)	Minimum Redemption Amount:	Not Applicable
	(e)	Higher Redemption Amount:	Not Applicable
	(f)	Notice period (if other than as set out in the Conditions):	Not Applicable
	(g)	Other terms applicable on redemption:	Not Applicable
23.		Final Redemption Amount for each Note, including the method, if any, of calculating the same:	t. JPY 200,000,000 per Calculation Amount
24.		redemption for taxation reasons or on an Event of Default and/or the method, if any, of calculating the same, if other than as set out in Condition $6.6(a)$ :	Early Redemption Amount payable on JPY 200,000,000 per Calculation Amount 10,000
GENERAL PROVISIONS APPLICABLE TO THIS ISSUE OF NOTES
25.		Other final terms:	Not Applicable
26.		Additional selling restrictions:	Not Applicable
27.		Method of distribution:	Non-Syndicated - Citigroup Global Markets Limited

1. Common Depositary: Citibank N.A.

28.

Stabilising Manager:

1. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D

$\gamma_{\rm eff} = 33\pm0$

$\mathcal{A}{\mathcal{A}}$ and $\mathcal{A}{\mathcal{A}}$

$\hat{\mathcal{L}}{\text{max}}$ , $\hat{\mathcal{L}}{\text{max}}$

$\Delta \sim$

None

$31.$ Redenomination and Exchange Not Applicable provisions:

Acceptance on behalf of the Issuer of the terms of the Final Terms:

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange's Regulated Market of the Notes described herein pursuant to the U.S.\$25,000,000,000 European Note Programme of Nationwide Building Society.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms

Signed on behalf of NATIONWIDE BUILDING SOCIETY

By: Duly Authorised

THE PROPERTY OF PARTY For and on behalf of Nationwide Building Society

Assistant Manager Treasury Administration

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Daniel Hill

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Aileen Gasson Assistant Treasury Settlements Manager Nationwide Building Society

PART B-OTHER INFORMATION

$1.$ LISTING AND ADMISSION TO TRADING

Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's Regulated Market with effect from the Issue Date.

A. 多元

Estimated of total expenses related to GBP 1,750 admission to trading:

$2₁$ RATINGS

Ratings:

The Programme has been rated: Moody's: Aa3 $S\&P: A+$

$3₁$ INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Lead Manager(s)/Dealer(s), so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.

REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL $\overline{4}$ . EXPENSES

• Reasons for the offer: See "Use of Proceeds" in the Base Prospectus $(a)$
• JPY 5,000,000,000 $(b)$ Estimated net proceeds:

$(c)$ Estimated total expenses: GBP 1,750 (listing fees)

5. YIELD

(Fixed Rate Notes only) Indication of yield:

1.306 per cent.

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

$\frac{1}{3} = \frac{1}{3} \vec{b}$

6. PERFORMANCE OF INDEX/FORMULA AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index-Linked Notes only)

Not Applicable

The Issuer does not intend to provide post-issuance information.

$7.$ PERFORMANCE OF RATEISI OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT (Dual Currency Notes only)

Not Applicable

8. OPERATIONAL INFORMATION

ISIN Code: XS0559449037 $(a)$

(b)	Common Code:	055944903
(c)	Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking, société anonyme and the relevant identification $number(s)$ :	Not Applicable
(d)	Delivery:	Delivery against payment
(e)	Names and addresses of initial Paying Agent(s) (if any):	Citibank N.A, London office	$\mathcal{E}^{\pm}$	Aé.	$\tau_{\rm g}$
(f)	Names and addresses of additional Paying Agent(s) (if any):	Not Applicable
(g)	Intended to be held in a manner which would allow Eurosystem eligibility:	No.

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