NATIONWIDE BUILDING SOCIETY

Capital/Financing Update • Jan 19, 2011

FINAL TERMS

Nationwide Building Society EUR 10,000,000 Floating Rate Notes due January 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 28 September 2010 and the Supplemental Prospectus dated 23 November 2010 which together constitute 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, as so supplemented. 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 as so supplemented. The Base Prospectus and the supplemental Prospectus are 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

1.	Deposit/Ordinary/Subordinated:		Ordinary
2.	Interest/Payment Basis:		Floating Rate
3.		If 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 instalments/consequences of failure to pay/rate of interest:		Not Applicable
5.	If Dual Currency Notes, insert the Rate(s) of Exchange/calculation agent/fall back provisions/ person at whose option Specified Currency is to be payable/details of Calculation Agent (if any):		Not Applicable
		DESCRIPTION OF THE NOTES
6.	New Global Note:		Yes
7.	Form of Notes:		Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event
8.	(a)	Talons for future Coupons to be attached to Definitive Notes:	No
	(b)	Date(s) on which the Talons mature:	Not Applicable
9.	(a)	Series Number:	427
	(b)	Tranche Number:	$\mathbf{1}$
	(c)	Details (including the date, if any, 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:	EUR 10,000,000
	(b)	Aggregate nominal amount of Series (if more than one issue for the Series):	Not Applicable

	(c)	Specified Currency (or Currencies in the case of Dual Currency Notes):	Euro (EUR)
	(d) Specified Denomination(s):		EUR100,000 and integral multiples of EUR10,000 in excess thereto up to and including EUR190,000.
			No Notes in definitive form will be issued with a denomination above EUR190,000.
	(e)	Calculation Amount:	EUR10,000.
11.	Issue Price:		$100.00$ per cent.
12.	Issue Date:		$21$ January $2011$
13.	Interest Commencement Date:		The Issue Date
		PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
	GENERAL
$11 -$	Automotio/outional naurrautes from one blet-Amplication

-14.	Automatic/optional conversion from one Not Applicable Interest/Payment Basis to another:
	FIXED RATE NOTES		Not Applicable

ZERO COUPON NOTES

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Not Applicable

FLOATING		RATE NOTES INDEXED OR	Applicable
	INTEREST NOTES
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):	Annually in arrears, on 21 January in each year commencing from and including the interest payment date in January 2012, up to and including the Maturity Date as adjusted in accordance with the Business Day Convention specified below
	(c)	Minimum Interest Rate (if any):	Not Applicable
	(d)	Maximum Interest Rate (if any):	Not Applicable
	(e)	Business Day Convention:	Modified Following Business Day Convention
	(g)	Additional Business Centres:	Not Applicable
	(h)	Day Count Fraction:	Actual/360, 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
		FLOATING RATE NOTES	Applicable
18.	(a)	Margin(s).	plus 0.05 per cent, per annum
	(b)	First Interest Payment Date:	21 January 2012
	(c)	Manner in which Rate of Interest is to be determined:	Screen Rate Determination

$(d)$ If Screen Rate Determination: $\alpha$ Reference Rate: 12 month EURIBOR

		(ii)	Interest $Date(s)$ ::	Determination	The second day on which the TARGET2 System is open prior to the commencement of each relevant Interest Period
		(iii)	Relevant Screen Page		Reuters Screen EURIBOR01 page
	(e)		If ISDA Determination:		Not Applicable
	(D)	Rate provisions:	of Interest	If Rate of Interest to be calculated otherwise than by reference to (d) or (e) above, insert details, including and fallback	Not Applicable
	INDEXED INTEREST NOTES				Not Applicable
			PROVISIONS REGARDING PAYMENTS
20.		Condition 7.3:		Definition of Payment Day for the purpose of Conditions if different to that set out in	Condition 7.3 applies
				PROVISIONS REGARDING REDEMPTION/MATURITY
21.		Maturity Date:			The Interest Payment Date falling in January 2013
22.	(a)		Redemption at Issuer's option:		No
	(b)		Redemption at Noteholder's option:		Νo
	(c)	each Note	Optional Redemption Amounts of		Not Applicable
	(d)		Minimum Redemption Amount:		Not Applicable
	(e)		Higher Redemption Amount:		Not Applicable
	(f)		in the conditions):	Notice Period (if other than as set out	Not Applicable
	(g)	redemption:	Other terms applicable on		Not Applicable
23.	same:		Final Redemption Amount for each Note,	including the method, if any, of calculating the	EUR10,000 per Calculation Amount
24.			Early Redemption Amount for each Note 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):	payable on redemption for taxation reasons or	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 Lloyds TSB Bank pic
28.		Stabilising Manager:			None

$\sim$

-29.	Common Depositary:	Citibank, N.A. London
		Citigroup Centre
		Canada Square
		Canary Wharf
		London E14 5LB
30.	U.S. Selling Restrictions:	Reg S Compliance Category2: 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 European 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:

$\int_{0}^{1}$

A MARINE REPORT OF THE PARTY OF THE SAME OF THE REPORT OF THE PARTY OF THE PARTY OF THE PARTY OF THE PARTY OF

Aileen Gasson Assistant Treasury Settlements Manager Nationwide Building Society

SHALF OF DING SOCIETY Т THEASURY ADMINISTRATION

PART B-OTHER INFORMATION

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

$\mathbf{I}$

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
Estimated total expenses related to Not Applicable (b) admission to trading:
RATINGS
Ratings.	The Programme has been rated:

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 $\boldsymbol{4}$ .

	YIELD (Fixed Rate Notes only)	Not Applicable
(iii)	Estimated total expenses:	Not Applicable
(ii)	Estimated net proceeds:	EUR 10,000,000
(i)	Reasons for the offer	General Funding

HISTORIC INTEREST RATES (Floating Rate Notes only) 6.

Details of historic EURIBOR rates can be obtained from Reuters Screen EURIBOR01 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

9. OPERATIONAL INFORMATION

(i)	ISIN Code:	XS0580956489
(ii)	Common Code:	058095648
(iii)	Any clearing system(s) other than Euroclear Bank S.A./N.V. and société Banking, Clearstream the relevant and anonyme identification number(s):	Not Applicable
(iv)	Delivery:	Delivery against payment
(v)	Names and addresses of additional Initial Paying Agent(s) (if any):	Not Applicable
(v i )	Names and addresses of additional Paying $A$ gent(s) (if any):	Not Applicable

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

Yes

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Note that the designation "yes" simply means that the Instruments are intended upon issue to be deposited with one of Euroclear or Clearstream, Luxembourg as common safekeeper and does not necessarily mean that the Instruments will be recognised as eligible collateral for Eurosystem monetary policy and intraday 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.