NATIONWIDE BUILDING SOCIETY

Capital/Financing Update • Feb 29, 2012

EXECUTION COPY

FINAL TERMS

29 February 2012

Nationwide Building Society

Issue of €1,250,000,000 Floating Rate Series 2012-5 Regulated Covered Bonds 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) (as amended).

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 as supplemented on 6 January 2012 (the Base Prospectus) 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.

I.	(a)	Issuer:	Nationwide Building Society
	(b)	Guarantor:	Nationwide Covered Bonds LLP
2.	(a)	Series Number:	2012-5
	(b)	Tranche Number:	1
3.		Specified Currency or Currencies:	Euro
4.	Aggregate Nominal Amount of Covered Bonds:
	(a)	Series:	€1,250,000,000
	(b)	Tranche:	€1,250,000,000
5.	Issue Price:		100% of the Aggregate Nominal Amount

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6.	(a)	Specified Denominations:	$€100,000$ and integral multiples of $€1,000$ in excess thereof up to and including €199,000. No Covered Bonds in definitive form will be issued with a denomination above €199,000.
	(b)	Calculation Amount:	€1,000
7.	(a)	Issue Date:	1 March 2012
	(b)	Interest Commencement Date:	1 March 2012
8.	(a)	Final Maturity Date:	1 September 2023
	(b)	Extended Due for Payment Date of Guaranteed Amounts corresponding to the Final Redemption Amount under the Covered Bond Guarantee:	1 September 2024
9.		Interest Basis:	3 Month EURIBOR $+$ 1.15% 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 as follows:
			Interest Basis: Applicable from and including the Final Maturity Date to but excluding the Extended Due for Payment Date: 1 Month EURIBOR plus 1.15 per cent. per annum Floating Rate.
			Interest Payment Dates: Monthly in arrears on the 1st day of each month from and including the 1st April 2023 to and including the Extended Due for Payment Date.
			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.
			Modified Following Business Convention
			Business Days: TARGET2, London
			Day Count Fraction: Actual/360
			Interest Determination Dates: Second TARGET2 Day prior to the start of each Interest Period

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 Covered Bonds obtained:	19 October 2005
14.			Method of distribution:	Non-syndicated
			PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.	Fixed Rate Covered Bond Provisions:			Not Applicable
16.	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 Specified Interest Payment Date falling in June 2012 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 1st day of March, June, September and December in each year from and including 1 June 2012 to and including the Final Maturity Date.
	(c) First Interest Payment Date (d) Business Day Convention:			1 June 2012
				Modified Following Business Day Convention TARGET and London
	(e)	Business Centre(s):
	(f)	Manner in which the Rate(s) of Interest is/are to be determined:		Screen Rate Determination
	Party responsible for calculating the (g) Rate(s) of Interest and/or Interest Amount (if not the Agent): Screen Rate Determination: (h)			Not Applicable
				Applicable
			Reference Rate:	3 Month EURIBOR
			Interest Determination $Date(s)$ :	Second TARGET Day prior to the start of each Interest Period
			Relevant Screen Page:	Reuters Page EURIBOR01
	(i)		ISDA Determination:	Not Applicable

	(i)	$Margin(s)$ :	$+1.15$ per cent. per annum.
	(k)	Minimum Rate of Interest:	Not Applicable
	(1)	Maximum Rate of Interest:	Not Applicable
	(m)	Day Count Fraction:	Actual/360
	(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
17.		Zero Coupon Covered Bond Provisions	Not Applicable
18.	Index Linked Interest Covered Bond/other variable-linked interest Covered Bond Provisions		Not Applicable
19.		Dual Currency Covered Bond Provisions:	Not Applicable
	PROVISIONS RELATING TO REDEMPTION BY THE ISSUER

20.	Call Option:	Not Applicable
21.	Put Option:	Not Applicable
22.	Final Redemption Amount of each Covered Bond:	100 per cent.
23.	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

24.	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
25.	New Global Covered Bond:	Yes
26.	Financial Centre(s) or other special provisions relating to payment dates:	Not Applicable

		attached to Bearer Definitive Covered Bonds (and dates on which such Talons mature):
28.		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
29.	Bonds:	Details relating to Instalment Covered
	(a)	Instalment Amount(s):	Not Applicable
	(b)	Instalment Date(s):	Not Applicable
30.		Redenomination, renominalisation and reconventioning provisions:	Not Applicable
31.	Other final terms:		Not Applicable
32.	Additional U.S. Federal Income Tax Considerations:		Not Applicable
	DISTRIBUTION
33.	(a)	If syndicated, names of Managers:	Not Applicable
	(b)	Date of Subscription Agreement:	Not Applicable
	(c)	Stabilising Manager (if any):	Not Applicable
34.	Dealer:	If non-syndicated, name and address of	Not Applicable
35.	U.S. Selling Restrictions:		Reg. S Category 2
36.	Total commission and concession		Not Applicable
37.	Non-exempt Offer: Not Applicable
38.	Additional selling restrictions: Not Applicable
39.		Additional United States Tax Considerations:	TEFRAD

Talons for future Coupons or Receipts to be

$27.$

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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.

RESPONSIBILITY

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

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PART B - OTHER INFORMATION

1.	LISTING
(a)	Listing:	London
(b)	Admission to trading:	Application has been made for the Covered Bonds to be admitted to trading on 1 March 2012.
(c)	Estimate of total expenses related to admission to trading:	£3,650
2.	RATINGS
(a)	The Covered Bonds to be issued pursuant to the Programme have been rated:	S&P: Moody's: Fitch:	AAA Aaa 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 registered under Regulation (EC) No.

$3.$ 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.

agencies.

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

$(a)$ Reasons for the offer: 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.

1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating

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 Yes allow Eurosystem eligibility:

Note that the designation "yes" simply means that the Covered Bonds are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Covered Bonds 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 the ECB being satisfied that Eurosystem eligibility criteria have been met.

• ISIN Code: $(b)$
• $(c)$ Common Code:
• $(d)$ CUSIP:
• $(e)$ Delivery:
• $(f)$ Names and addresses of initial Paying Agents:

075260377

Not Applicable

XS0752603778

Delivery free of payment

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

Signed on behalf of the Issuer:

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Signed on behalf of the LLP:

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