NATIONWIDE BUILDING SOCIETY

Capital/Financing Update • Sep 28, 2011

FINAL TERMS

28 September 2011

Nationwide Building Society

Issue of SEK 450,000,000 Floating Rate Series 2011-16 Covered Bonds due 2014 irrevocably and unconditionally guaranteed as to payment of principal and interest by Nationwide Covered Bonds LLP under the €45 billion Global Covered Bond Programme

The Programme has been registered, and notice of these Covered Bonds will be made, under the Regulated Covered Bonds Regulations 2008 (SI 2008/346).

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions of the Covered Bonds (the Conditions) set forth in the Base Prospectus dated 15 July 2011 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 Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer, the LLP and the offer of the Covered Bonds 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 business hours at the registered office of the Issuer and copies may be obtained from the London office of the Agent.

The issuance of the Covered Bonds is being made directly to Nationwide Building Society as the initial purchaser of the Covered Bonds.

1.	(a)	Issuer:	Nationwide Building Society
	(b)	Guarantor:	Nationwide Covered Bonds LLP
2.	(a)	Series Number:	$2011 - 16$
	(b)	Tranche Number:	1
3.	Specified Currency or Currencies:		Swedish Krona SEK
4.	Aggregate Nominal Amount of Covered Bonds:
	(a)	Series:	SEK 450,000,000
5.	Issue Price:		100% of the Aggregate Nominal Amount
6.	(a)	Specified Denominations:	SEK 1,000,000
	(b)	Calculation Amount:	SEK 1,000,000

$\mathbf{1}$

7.	(a)	Issue Date:	29 September 2011
	(b)	Interest Commencement Date:	29 September 2011
8.	(a)	Final Maturity Date:	29 September 2014
	(b)	Extended Due for Payment Date of Guaranteed Amounts corresponding to the Final Redemption Amount under the Covered Bond Guarantee:	29 September 2015
9.		Interest Basis:	3 Month STIBOR plus 0.95 per cent. per annum Floating Rate
			(further particulars specified below)
10.		Redemption/Payment Basis:	Redemption at par
11.	Change of Interest Basis or Redemption/Payment Basis:		Applicable from and including the Final Maturity Date to but excluding the Extended Due for Payment Date.
	(a)	Interest Basis:	Applicable from and including the Final Maturity Date to but excluding the Extended Due for Payment Date: 1 Month STIBOR plus 0.95 per cent. per annum Floating Rate.
	(b)	Interest Payment Dates:	Monthly on the 29th day of each month from but excluding the Final Maturity Date to and including the Extended Due for Payment Date.
	(c)	Interest Period:	The period from and including the Final Maturity Date, or as the case may be, an Interest Payment Date, to but excluding the next following Interest Payment Date.
	(d)	Business Day Convention:	Modified Following Business Day Convention
	(e)	Business Days:	TARGET2, London and Stockholm
			Adjustments for non-London Business Days will not apply to the LLP Payment Date in relation to this issue of Covered Bonds.
	(f)	Day Count Fraction:	Actual/360 (Adjusted)
	(g)	Screen Rate Determination:	Applicable

			Reference Rate: 1 Month STIBOR.
			Margin: $+0.95$ per cent. per annum
			Interest Determination Date: Second Stockholm Business Day prior to the start of each Interest Period
			Relevant Screen Page: Reuters page SIDE (or any replacement thereto)
12.	Call Options:		Not Applicable
13.	(a)	Status of the Covered Bonds:	Senior
	(b)	Status of the Guarantee:	Senior
	(c)	Date Board approval for issuance of 19 October 2005 Covered Bonds obtained:
14. --------------------------------------	Method of distribution:		Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.	Floating Rate Covered Bond Provisions		Applicable from and including the Interest Commencement Date to, but excluding the Final Maturity Date
	(a)	Interest Period(s)	From and including the Interest Commencement Date to but excluding the First Interest Payment Date and thereafter from and including each Specified Interest Payment Date to but excluding the following Specified Interest Payment Date.
	(b)	Specified Interest Payment Date(s):	The 29th day of September, December, March and June in each year from and including 29 December 2011 to and including 29 September 2014.
	(c)	First Interest Payment Date	29 December 2011
	(d)	Business Day Convention:	Modified Following Business Day Convention
	(e)	Business Centre(s):	London, TARGET2 and Stockholm
			Adjustments for non-London Business Days will not apply to the LLP Payment Date in relation to this issue of Covered Bonds.
	(f)	Manner in which the Rate $(s)$ of Interest is/are to be determined:	Screen Rate Determination
	(g)	Party responsible for calculating the Not Applicable

Rate(s) of Interest and/or Interest
Amount (if not the Agent):

	(h)		Screen Rate Determination:	Applicable
			Reference Rate:	3 Month STIBOR
			Interest Determination $Date(s)$ :	Second Stockholm Business Day prior to the start of each Interest Period
			Relevant Screen Page:	Reuters page SIDE (or any replacement thereto)
	(i)		ISDA Determination:	Not Applicable
	(j)	$Margin(s)$ :		$+0.95$ per cent. per annum.
	(k)		Minimum Rate of Interest:	Not Applicable
	$\left( \mathbf{l} \right)$		Maximum Rate of Interest:	Not Applicable
	(m)		Day Count Fraction:	Actual/360 (adjusted)
	(n)	Fall	back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Covered Bonds, if different from those set out in these Conditions:	Not Applicable
16.	Zero Coupon Covered Bond Provisions			Not Applicable
17.	variable-linked Provisions		Index Linked Interest Covered Bond/other interest Covered B ond	Not Applicable
18.	Dual Currency Covered Bond Provisions:			Not Applicable
PROVISIONS RELATING TO REDEMPTION BY THE ISSUER
19.	Call Option:			Not Applicable
20.	Put Option:			Not Applicable
21.	Final Redemption Amount of each Covered Bond:			100 per cent.
22.	Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons, on acceleration following an Issuer Event of Default or an LLP Event of Default and/or the method of calculating the same (if required or if different from that set out in Condition 6.5):			Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS

23.	Form of Covered Bonds:		Bearer Covered Bonds:
			Temporary Global Covered Bond exchangeable for a Permanent Global Covered Bond which is exchangeable for Bearer Definitive Covered Bonds in definitive form only after an Exchange Event
24.		New Global Covered Bond:	Yes
25.		Financial Centre(s) or other special provisions relating to payment dates:	London, TARGET 2 and Stockholm
26.		Talons for future Coupons or Receipts to be attached to Bearer Definitive Covered Bonds (and dates on which such Talons mature):	No.
27.		Details relating to Partly Paid Covered Bonds: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Covered Bonds and interest due on late payment:	Not Applicable
28.	Details relating to Instalment Covered Bonds:
	(a)	Instalment Amount(s):	Not Applicable
	(b)	Instalment Date(s):	Not Applicable
29.		Redenomination, renominalisation and reconventioning provisions:	Not Applicable
30.	Other final terms:		Not Applicable
31.	Additional U.S. Federal Income Tax Considerations:		Not Applicable
	DISTRIBUTION
32.	(a)	If syndicated, names of Managers:	Not Applicable
	(b)	Date of Subscription Agreement:	28 September 2011
	(c)	Stabilising Manager (if any):	Not Applicable
33.	If non-syndicated, name and address of Dealer:		Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB

34.	U.S. Selling Restrictions:	Reg. S Category 2
35.	Total commission and concession	Not Applicable
36.	Non-exempt Offer:	Not Applicable
37.	Additional selling restrictions:	In addition to those set out in the section entitled "Subscription and Sale and Transfer and Selling Restrictions " in the Base Prospectus:
		Sweden
		The Dealer has represented, warranted and agreed that it will not, directly or indirectly, offer for subscription or purchase or issue invitations to subscribe for or buy the Series 2011-16 Covered Bonds or distribute any draft or definitive document in relation to any such offer, invitation or sale in the Kingdom of Sweden except in circumstances that will not result in a requirement to prepare a prospectus pursuant to the provisions of the Swedish

1. Additional United States Tax Considerations: TEFRAD

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange of the Covered Bonds described herein pursuant to the €45 billion Global Covered Bond Programme of Nationwide Building Society.

Financial Instruments Trading Act (Sw. Lag (1991:980) om handel med finansiella instrument).

RESPONSIBILITY

The Issuer and the LLP accept responsibility for the information contained in these Final Terms.

PART B - OTHER INFORMATION

$\mathbf{1}$ LISTING

$(a)$ Listing:

• $(b)$ Admission to trading:
• $(c)$ Estimate of total expenses related to admission to trading:

$2.$ RATINGS

$(a)$ The Covered Bonds to be issued have been rated:

London

Application has been made for the Covered Bonds to be admitted to trading on 29 September 2011.

£2,700

$S\&P:$	AAA
Moody's:	Aaa
Fitch:	AAA

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.

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

Save as discussed in "Subscription and Sale and Transfer and Selling Restrictions", so far as the Issuer and the LLP are aware, no person involved in the issue of the Covered Bonds has an interest material to the offer.

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

Reasons for the offer: $(a)$

The gross proceeds from each issue of Covered Bonds will be used by the Issuer to make available Term Advances to the LLP pursuant to the terms of the Intercompany Loan Agreement.

$\sim$

5. POST-ISSUANCE PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE AND OTHER INFORMATION CONCERNING THE UNDERLYING

The Issuer intends to provide post-issuance information on its website at:

www.nationwide.co.uk/investorrelations

6. PERFORMANCE OF RATE[S] OF EXCHANGE

Not Applicable

$7.$ OPERATIONAL INFORMATION

• $(a)$ Intended to be held in a manner which would No allow Eurosystem eligibility:
• $(b)$ ISIN Code:

$(c)$ Common Code:

• $(d)$ CUSIP:
• $(e)$ Delivery:
• $(f)$ Names and addresses of initial Paying Agents:

Citibank, N.A., London Branch, acting through its offices at: Citigroup Centre Canada Square Canary Wharf London E14 5LB

$(g)$ Names and addresses of additional Paying Agent $(s)$ (if any):

Not Applicable

XS0679407840

Not Applicable

Delivery against payment

067940784

Signed on behalf of the Issuer:

By: $\bigcup_{\text{Duly}\text{ authorised}}$ $\mathscr{Y}'$

Signed on behalf of the LLP:

By:
Duly authorised