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NATIONWIDE BUILDING SOCIETY

Capital/Financing Update Feb 24, 2011

4690_rns_2011-02-24_36d8f22a-9495-48e2-b186-7256f9f652ff.pdf

Capital/Financing Update

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FINAL TERMS

24 February 2011

Nationwide Building Society GBP 10,000,000 Fixed/Floored Floating Rate Notes due February 2018 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 INW and the specified offices of each of the Paying Agents.

TYPE OF NOTE

1. Deposit/Ordinary/Subordinated: Ordinary
2. Interest/Payment Basis: 6.25 per cent. Fixed Rate then from and including 28
February 2012, 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: N 0
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: 428
(b) Tranche Number: 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:
GBP 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):
Pound Sterling (GBP)
(d) Specified Denomination(s): GBP100,000 and integral multiples of GBP1,000 in
excess thereto up to and including GBP199,000.
No Notes in definitive form will be issued with a
denomination above GBP199,000.
(e) Calculation Amount: GBP1,000.
11. Issue Price: 100.00 per cent.
12. Issue Date: 28 February 2011
13. Interest Commencement Date: The Issue Date
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
GENERAL
14. Automatic/optional
conversion
from
one
Interest/Payment Basis to another:
Applicable
FIXED RATE NOTES Applicable for the period from, and including, 28
February 2011 to, but excluding, 28 February 2012
15. (a) Fixed Rate of Interest: 6.25 per cent
(b) Fixed Interest Date(s): 28 May 2011, 28 August 2011, 28 November 2011 and
28 February 2012
(c) Initial Broken Amount per denomination: Not Applicable
(d) Fixed Coupon Amount(s) Not Applicable
(e) Broken Amount(s) Not Applicable
(f) Day Count Fraction: Actual /365 Fixed
(g) Other terms relating to the method of
calculating interest for Fixed Rate Notes:
Interest amounts shall be adjusted in accordance with
the Modified Following Business Day Convention
ZERO COUPON NOTES Not Applicable
FLOATING INTEREST NOTES RATE
NOTES
OR
INDEXED
Applicable for the period from, and including, 28
February 2012 to, but excluding, 28 February 2018
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 28 May, 28 August, 28
November and 28 February in each year commencing
from and including the interest payment date in
February 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): 2.75 per cent. per annum
(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/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):

First Interest Payment Date:

Condition 5.2(d) applies

Applicable for the period from, and including, 28 February 2012 to, but excluding, 28 February 2018

plus 0.25 per cent. per annum

28 May 2012

  • Manner in which Rate of Interest is to $(c)$ Screen Rate Determination be determined:
  • $(d)$ If Screen Rate Determination:

Margin(s):

  • $(i)$ Reference Rate: 3 month GBP LIBOR
  • $(ii)$ Interest The first day of each Interest Period Determination $Date(s)$ :: $(iii)$
  • Relevant Screen Page Reuters Screen LIBOR01 page

Not Applicable

Not Applicable

Not Applicable

  • If ISDA Determination: $(e)$
  • $(f)$ 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

FLOATING RATE NOTES

$(a)$

$(b)$

18.

PROVISIONS REGARDING PAYMENTS

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

PROVISIONS REGARDING REDEMPTION/MATURITY

21. Maturity Date: The Interest Payment Date falling in February 2018
22. (a) Redemption at Issuer's option: No
(b) Redemption at Noteholder's option: No
(c) Optional Redemption Amounts of
each Note
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
$\left( \mathbf{g} \right)$ Other terms applicable on
redemption:
Not Applicable
23. same: Final Redemption Amount for each Note,
including the method, if any, of calculating the
GBP1,000 per Calculation Amount
24. 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 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
plc
28. Stabilising Manager: None
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:

hile

Aileen Gasson Assistant Treasury Settlements Manager Nationwide Building Society

For and on behalf of Nationwide Building Society

Deniel Hill Assistant Manager Treasury Administration

PART B-OTHER INFORMATION

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

(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 GBP £300 admission to trading:

$\mathbf{1}$ . RATINGS

والتواصل والمتابع

Ratings:

The Programme has been rated:

Moody's: Aa3

S&P: $A+$

Fitch: $AA-$

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 application for registration in an accordance with the CRA Regulation and such registration is not refused.

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

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

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

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

HISTORIC INTEREST RATES (Floating Rate Notes only) 6.

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

$7.$ PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF 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 VALUE OF INVESTMENT (Dual Currency Notes only) – Not Applicable 8.

9. OPERATIONAL INFORMATION

(i) ISIN Code: XS0596679638
(ii) Common Code: 059667963
(iii) Any clearing system(s) other than Not Applicable
Euroclear Bank S.A./N.V. and
Clearstream
Banking,
société
and the relevant
anonyme
identification number(s):
(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 Agent(s) (if any):
Not Applicable
(vii) Intended to be held in a manner
which would allow Eurosystem
eligibility:
No

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