NATIONWIDE BUILDING SOCIETY

Capital/Financing Update • Dec 6, 2010

Amended and Restated FINAL TERMS

6 December 2010

Nationwide Building Society GBP3.700.000 Floating Rate Notes due 22 August 2013 issued pursuant to its U.S.\$25,000,000,000 Note Programme

PART A-CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 30 November, 2009 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 1NW and the specified offices of each of the Paying Agents.

TYPE OF NOTE

• Deposit/Ordinary/Subordinated: $\mathbf{L}$
• $2.$ Interest/Payment Basis:
• $\overline{3}$ . If Instalment Note, insert Instalment Amount(s)/ Instalment Date(s):
• If Partly Paid Notes, insert amount of each $4.$ instalment (expressed as a percentage of the nominal amount of each Note)/ due dates for any subsequent instalments/consequences of failure to pay/rate of interest:
• If Dual Currency Notes, insert the Rate(s) of 5. Exchange/calculation agent/fall back provisions/ person at whose option Specified Currency is to be payable/details of Calculation Agent (if any):

DESCRIPTION OF THE NOTES

• 1. New Global Note:
• $7.$ Form of Notes:

8.	(a)	Talons for future Coupons to be attached to Definitive Notes:
	(b)	Date(s) on which the Talons mature:

• Series Number: 9. $(a)$
• Tranche Number: $(b)$
• Details (including the date, if any, on $(c)$ which the Notes become fully fungible) if forming part of an existing Series:
• Nominal Amount of Notes to be $10.$ $(a)$ issued:
• $(b)$ Aggregate nominal amount of Series (if more than one issue for the Series):

Ordinary

3 month GBP-LIBOR-BBA plus 1.22 per cent. per annum Floating Rate

第一卷

• 47

Not Applicable

Not Applicable

Not Applicable

Yes

Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event

一篇的 $\mathcal{L}_{\mathcal{O}(\mathcal{C})}$

$\bar{z}$ , $\bar{z}$

$No$

Not Applicable

415

$\mathbf{1}$

Not Applicable

GBP3,700,000

Not Applicable

	(c)	Specified Currency (or Currencies in the case of Dual Currency Notes):	Pound Sterling (GBP)
	(d)	Specified Denomination(s):	GBP50,000 and integral multiples of GBP1,000 in excess thereto up to and including GBP99,000.
			No Notes in definitive form will be issued with a denomination above GBP99,000.
	(e)	Calculation Amount:	GBP1,000.
11.	Issue Price:		100.00 per cent.
12.	Issue Date:		1 September 2010
13.		Interest Commencement Date:	The Issue Date 문
		PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE	śΕ.
GENERAL
$\overline{14}$ .		Automatic/optional conversion from one Interest/Payment Basis to another:	Not Applicable
	FIXED RATE NOTES		Not Applicable
		ZERO COUPON NOTES	Not Applicable
FLOATING		RATE NOTES OR. INDEXED	면 Applicable
	INTEREST NOTES		깊리 ξř.
17.	(a)	Party Responsible for calculating the Interest Amount (if not the Agent):	Not Applicable
	(b)	Interest Period(s) or specified Interest Payment Date(s):	Quarterly in arrears, on every 1 March, 1 June, 1 September and 1 December in each year commencing from and including 1 December 2010, up to and including the Maturity Date.
			There will be a short last coupon (the Short Last Coupon) in respect of the Interest Period commencing from and including 1 June 2013 up to but excluding the Maturity Date, calculated at a rate interpolated between 2 month and 3 month GBP-LIBOR-BBA plus 1.22 per cent. per annum.
	(c)	Minimum Interest Rate (if any):	Not Applicable
	(d)	Maximum Interest Rate (if any):	Not Applicable Ť
	(e)	Business Day Convention:	Modified Following Business Day
	(g)	Additional Business Centres:	Not Applicable
	(h)	Day Count Fraction:	Actual/365 (Fixed), adjusted
	(i)	Other terms relating to the method of calculating interest (N.B. rounding up provisions and if different from Condition 5.2(d) denominator for calculation of Interest):	Condition 5.2(d) applies ÿ
		FLOATING RATE NOTES	4k Applicable
18.	(a)	Margin(s):	Plus 1.22 per cent. per annum
	(b)	First Interest Payment Date:	1 December 2010
	(c)	Manner in which Rate of Interest is to be determined:	Screen Rate Determination
	(d)	If Screen Rate Determination:
		Reference Rate: (i)	3 month GBP-LIBOR-BBA save for in respect of: 변원

$\begin{aligned} \mathcal{L}^{(1)}{\mathcal{M}}(\mathcal{M}{\mathcal{M}}) & = \mathcal{L}^{(1)}{\mathcal{M}}(\mathcal{M}{\mathcal{M}}) \ & = \mathcal{L}^{(1)}{\mathcal{M}}(\mathcal{M}{\mathcal{M}}) & = \mathcal{L}^{(1)}{\mathcal{M}}(\mathcal{M}{\mathcal{M}}) \ & = \mathcal{L}^{(1)}{\mathcal{M}}(\mathcal{M}{\mathcal{M}}) & = \mathcal{L}^{(1)}{\mathcal{M}}(\mathcal{M}{\mathcal{M}}) & = \mathcal{L}^{(1)}_{\mathcal{M}}(\mathcal{$

المالم ومحمد وأحدثت المراجع المتعاون والمتحالين
	and the state of the state
		$\label{eq:2.1} \mathcal{L}(\mathcal{L}) = \mathcal{L}(\mathcal{L}) \mathcal{L}(\mathcal{L})$

$\mathbf{r}_1 = \mathbf{d}_2$

W

A.

음 도

• 98

(i) Short last coupon, calculated at a rate interpolated between 2 month and 3 month GBP-LIBOR-BBA plus 1.22 per cent.

First day of each Interest Period

Reuters Screen LIBOR01 Page

Not Applicable

Not Applicable

Not Applicable

• $(i)$ Interest Determination Date:
• $(iii)$ Relevant Screen Page:
• $(e)$ If ISDA Determination:
• $(f)$ If Rate of Interest to be calculated otherwise than by reference to (d) or (e) above, insert details, including Rate of Interest and fallback provisions:

INDEXED INTEREST NOTES

PROVISIONS REGARDING PAYMENTS

1. Definition of Payment Day for the purpose of Conditions if different to that set out in Condition 7.3:

PROVISIONS REGARDING REDEMPTION/MATURITY

• $21.$ Maturity Date:
• $22.$ $(a)$ Redemption at Issuer's option:
• $(b)$ Redemption at Noteholder's option:
• Optional Redemption Amounts of $(c)$ each Note
• $(d)$ Minimum Redemption Amount:
• $(e)$ Higher Redemption Amount:
• Notice Period (if other than as set out $(f)$ in the conditions):
• Other terms applicable on $(g)$ redemption:
• 1. Final Redemption Amount for each Note, including the method, if any, of calculating the same:
• 1. Early Redemption Amount for each Note payable on 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):

Condition 7.3 applies	-Holly 42

Interest Payment Date due to fall on 22 August 2013
No
No
Not Applicable		공사 결심
Not Applicable
Not Applicable
Not Applicable
Not Applicable
GBP1,000 per Calculation Amount	$\frac{1}{\sqrt{2} \pi}$

Condition 6.6(a) applies

	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 relevant Dealer is Barclays Bank PLC
28.	Stabilising Manager:	None
29.	Common Depositary:	隆 Citibank, N.A. London
		$\frac{1}{2}$ 모음. 특별 韓 第1 Citigroup Centre
		÷. Canada Square
		Canary Wharf
		London E14 5LB
30,	U.S. Selling Restrictions:	Reg S Compliance Category: TEFRA D

$31.$ Redenomination and Exchange provisions: Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for the issue and admission to trading on London Stock Exchange plc's Gilt Edged and Fixed Interest Market and admission to the List of the United Kingdom Listing Authority of Notes described herein pursuant to the U.S.\$25,000,000,000 Note Programme of Nationwide Building Society.

RESPONSIBILITY

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

For and on behalf of NATIONWIDE BUILDING SOCIETY

By:

STORES SEPTIMENTS

Alleen Gasson Assistant Treasury Settlements Manager
Nationwide Building Society

胸 ž.

a mangguna

$\frac{1}{2}$

雪 ak i

$\hat{L}$ .

Por and on behalf of Nationwide Building Society

Deniel Hill Assistant Manager Treasury Administration

矈

毒

零

PART B - OTHER INFORMATION

1901 - 1903

$\gamma_{21}=\gamma^2 k$

REAL

$\mathbf{1}$ . LISTING AND ADMISSION TO TRADING

$\mathbf{1}$ .

5.

(a) Listing and Admission to trading:	Application has been made by the Issuer for the Notes to be admitted to trading on the London Stock Exchange's Gilt Edged and Fixed Interest Market and admission to the Official List of the UK Listing Authority with effect from on or about the Issue Date
(b) Estimated total expenses related to GBP300.00 admission to trading:
RATINGS	-35
Ratings:	The Programme has been rated: $\frac{1}{2}$
	Moody's: Aa3
	$S\&P:$ $A+$
	Fitch: AA-

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

Save for any fees payable to the Dealers, 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 EXPENSES $\boldsymbol{4}$ .

(i)	Reasons for the offer	General Funding
(ii)	Estimated net proceeds:	GBP3.696.670 (following the deduction of a commission. Further details available upon request)
(iii)	Estimated total expenses:	Not Applicable
	YIELD ( Fixed Rate Notes only )	Not Applicable	33

6. HISTORIC INTEREST RATES (Floating Rate Notes only)

Details of historic LIBOR rates can be obtained from Reuters Screen LIBOR01 Page

PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF 7. INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index-Linked Notes only) - Not Applicable

PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON 8. VALUE OF INVESTMENT (Dual Currency Notes only) - Not Applicable Ŷ.

9. OPERATIONAL INFORMATION

(i)	ISIN Code:	XS0535589765 $\frac{1}{2}$ , $\frac{1}{2}$	31 MB 1
(i)	Common Code:	053558976
(iii)	Any clearing system(s) other than Bank S.A./N.V. Euroclear and Banking, Clearstream société the and relevant anonyme identification number(s):	Not Applicable
(iv)	Delivery:	Delivery against payment	图 接
(v)	Names and addresses of additional Initial Paying Agent(s) (if any):	Not Applicable
(v i )	Names and addresses of additional Paying Agent(s) (if any):	Not Applicable

$(vii)$ Intended to be held in a manner which would allow Eurosystem eligibility:

Yes

Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the International Central Securities Depositaries (ICSDs) as common safekeeper and does not necessarily mean that the Notes 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 European Central Bank being satisfied that the Eurosystem eligibility criteria have been met.

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ú,

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$\mathbb{F}_{\mathbb{Z}^2_2}$ ä,

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çğ. 毒

넶 소원

$\sim 1\frac{13}{12}$ $\Phi_{\mu\nu}$