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NATIONWIDE BUILDING SOCIETY

Capital/Financing Update Jun 6, 2011

4690_rns_2011-06-06_d1f0c98f-1646-401e-bb5b-f427340569ab.pdf

Capital/Financing Update

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Nationwide Building Society EUR 8,000,000 Floating Rate Notes due 8 June 2016 issued pursuant to its U.S.\$25,000,000,000 European 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 Prospectuses dated 23 November 2010 and 25 May 2011 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: 3 month EURIBOR plus 1.35 per cent. per annum.
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
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

New Global Note: Yes $6.$

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: 431
(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:
EUR 8,000,000
(b) Aggregate nominal amount of
Series (if more than one issue
for the Series):
EUR 8,000,000
(c) Specified Currency (or
Currencies in the case of Dual
Currency Notes):
Euro "EUR"
(d) Specified Denomination(s): EUR 100,000
The Notes may not be subdivided or reissued in a
smaller denomination
(e) Calculation Amount: EUR 100,000
(f) Tradeable Amount: EUR 100,000
11. Issue Price: 100.00 per cent. of the Aggregate Nominal Amount
12. Issue Date: 8 June 2011
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
FIXED RATE NOTES Not Applicable
ZERO COUPON NOTES Not Applicable
FLOATING RATE NOTES OR
INDEXED INTEREST NOTES
Applicable
17. (a) Party responsible for calculating
the Interest Rate and Interest
Amount (if not the Agent):
Not Applicable
Interest Period(s) or specified
(b)
Interest Payment Date(s):
Quarterly in arrear on 8 September, 8 December, 8
March and 8 June in each year from and including 8
September 2011 up to, and including 8 June 2016
Minimum Interest Rate (if any):
(c)
Not Applicable
(d)
Maximum Interest Rate (if any):
Not Applicable
Business Day Convention:
(e)
Modified Following Business Day Convention
(f)
Additional Business Centres:
TARGET2
Day Count Fraction:
(g)
Actual/360
(h)
Other terms relating to the method of
calculating interest (N.B. rounding up
provisions and if different from
Condition 5.2(d) denominator for
Not Applicable
calculation of Interest):
FLOATING RATE NOTES Applicable
18.
$Margin(s)$ :
(a)
(b) First Interest Payment Date:
Manner in which Rate of Interest
(c)
is to be determined:
Plus 1.35 per cent. per annum
8 September 2011
Screen Rate Determination
If Screen Rate Determination:
(d)
Reference Rate:
(i)
Interest Determination Date:
(ii)
Screen Rate Determination
3 month EUR EURIBOR
The second day on which the TARGET2 System is open
prior to the commencement of each relevant Interest
Period
(iii) Relevant Screen Page:
(e) If ISDA Determination:
If Rate of Interest to be
(f)
calculated otherwise than by
reference to $(d)$ or $(e)$ above
insert details, including Rate
of Interest and fallback
provisions:
Reuters Screen Page EURIBOR01
Not Applicable
Not Applicable
INDEXED INTEREST NOTES Not Applicable

$\epsilon$ ).

PROVISIONS REGARDING PAYMENTS

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

Condition 7.3 applies

PROVISIONS REGARDING REDEMPTION/MATURITY

21. Maturity Date: 8 June 2016
$-22.$ (a) Redemption at Issuer's
option:
No
(b) option: Redemption at Noteholder's No
(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:
EUR 100,000 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 EUR 100,000 per Calculation Amount

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
-28. Stabilising Manager: None
-29. Common Depositary: Citibank N.A.
30. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D
31. Redenomination and Exchange
provisions:
Not Applicable

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

X

$\bar{\beta}$

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

For and on behalf of Nationwide Building Society

Deniel Hill Assistant Manager Treasury Administration

A ilten Gasson A ssistant Treasury Settlements Manager Nationwide Building Society

PART B-OTHER INFORMATION

$\mathbf{1}$ . 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 and listing on the Official List of the UK Listing Authority with effect from the Issue Date.

Estimated of total expenses related to admission to trading:

$2.$ RATINGS

Ratings:

The Programme has been rated: Moody's: Aa3

$S\&P: A+$ Fitch: AA-

GBP 300

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

$\overline{3}$ . 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.

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

(a) Reasons for the offer: See "Use of Proceeds" in the Base Prospectus
(b) Estimated net proceeds: EUR 8,000,000
(c) Estimated total expenses: GBP 300 (listing fees)

$5.$ YIELD

(Fixed Rate Notes only) Not Applicable Indication of yield:

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 RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT (Dual Currency Notes only)

life. Such recognition will depend upon the European Central Bank being satisfied that the Eurosystem eligibility criteria have

Not Applicable

8. OPERATIONAL INFORMATION

(a) ISIN Code: XS0635257156
(b)
(c)
Common Code:
Any clearing system(s) other
than Euroclear Bank SA/NV
and Clearstream Banking,
société anonyme and the
relevant identification
$number(s)$ :
063525715
Not Applicable
(d) Delivery: Delivery against payment
(e) Names and addresses of initial
Paying Agent(s) (if any):
Citibank N.A, London office
(f) Names and addresses of
additional Paying Agent(s) (if
$any)$ :
Not Applicable
(g) Intended to be held in a manner Yes
which would allow Eurosystem
eligibility:
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 intraday credit operations by the
Eurosystem either upon issue or at any or all times during their

been met

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