AMENDED AND RESTATED FINAL TERMS

THESE AMENDED AND RESTATED FINAL TERMS HAVE BEEN CREATED SOLELY AS A MATTER OF RECORD. NO OFFER OF ANY OF THE INSTRUMENTS IS BEING MADE BY THE ISSUER PURSUANT TO THIS DOCUMENT OR OTHERWISE AND THE ISSUER DOES NOT ACCEPT ANY ADDITIONAL OBLIGATIONS TO NOTEHOLDERS IN RELATION TO THIS DOCUMENT. THESE AMENDED AND RESTATED FINAL TERMS DO NOT CONSTITUTE, AND MAY NOT BE USED FOR THE PURPOSES OF, AN OFFER OR, AN INVITATION BY OR ON BEHALF OF ANYONE TO SUBSCRIBE OR PURCHASE ANY OF THE NOTES.

Amended and Restated Final Terms dated 20 June 2012 amending the Final Terms dated 15 January 2007

Nationwide Building Society GBP4,350,000 Floating Rate Notes due January 2014 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 $27^th$ October 2007 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 Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. 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. The Base Prospectus is available for viewing at and copies may be obtained from, the registered 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 GBP-LIBOR-BBA Plus 0.08 per cent, per annum Floating Rate
3.	If Instalment Note, insert Instalment $Amount(s)/Instant$ 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/calculation agent/fallback 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:		No
7.	(a)	Provisions for exchange of Temporary Global Note:	Temporary Global Note exchangeable for a Permanent Global Note
	(b)	Provision for exchange of Permanent Global Note, if applicable:	Definitive Notes only available on 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:	382
	(b)	Details (including the date, if any, on which the Notes become fully fungible) if forming part of an existing Series:	Not Applicable
10.	$\left( a\right)$	Nominal Amount of Notes to be issued:	GBP4,350,000
	(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):	Sterling ("GBP")
	(d)	Specified Denomination(s):	GBP50,000 and increments of GBP1,000 thereafter
11.	Issue Price:		100.00 per cent.
12.	Issue Date:		15 January 2008
13.	Interest Commencement Date:		The Issue Date
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

$\sim$ $\sim$

GENERAL

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

FIXED RATE NOTE			Not Applicable
ZERO COUPON NOTES			Not Applicable
FLOATING RATE NOTES OR INDEXED INTEREST NOTES			Applicable
17.	(a)	Interest Period(s) or specified Interest Payment Date(s):	Quarterly, on every 19 January, 19 April, 19 July, and 19 October, commencing from and including 19 April 2008 up to and including the Maturity Date.
			There will be a long first coupon in respect of the period from and including the Issue Date to but excluding 19 April 2008, where Designated Maturity shall be interpolated between 3 month and 4 month GBP LIBOR BBA plus 0.08 per cent.
			There will be a short last coupon in respect of the period from and including the 19 October 2013 to Maturity Date, where Designated Maturity shall be interpolated between 2 month and 3 month GBP LIBOR BBA plus 0.08 per cent.
	(b)	Minimum Interest Rate (if any):	Not Applicable
	(c)	Maximum Interest Rate (if $any)$ :	Not Applicable
	(d)	Business Day Convention:	Modified Following Business Day
	(e)	Additional Business Centres:	London
	$\left( \text{f} \right)$	Day Count Fraction:	Actual/365 (Fixed), adjusted
	(g)	Other terms relating to the method of calculating interest (N.B. rounding up provisions and if different from Condition $5(b)(iv)$ denominator for calculation of Interest):	Condition $5(b)(iv)$ applies
FLOATING RATE NOTES			Applicable
18.	(a)	$Margin(s)$ .	Plus 0.08 per cent, per annum
	(b)	Manner in which Rate of

$\sim$

			interest is to be determined:	Screen Rate Determination
	(c)	If Screen Rate Determination:
		(i)	Reference Rate:	3 month GBP-LIBOR-BBA
		(ii)	Interest Determination Date:	First day of each Interest Period
		(iii)	Relevant Screen Page:	Reuters page Libor01
	(d)		If ISDA Determination:	Not Applicable
			INDEXED INTEREST NOTES	Not Applicable
			PROVISIONS REGARDING PAYMENTS
20.		Definition of "Payment Day" for the purpose of Conditions if different to that set out in Condition 7(c):		Condition 7 (C) applies
		PROVISIONS REGARDING REDEMPTION/MATURITY
21.		Maturity Date:		9 January 2014
22.	(a)		Redemption at Issuer's option:	No.
	(b)	option:	Redemption at Noteholder's	$Yes - 19/01/11$
			Optional Redemption Amounts of each Note	GBP50,000 per Note of GBP50,000 Specified Denomination and GBP1,000 Not Specified of GBP1,000 рег Denomination
	(c)		Minimal Redemption Amount:	Not Applicable
	(d)		Higher Redemption Amount:	Not Applicable
	(e)	Other terms redemption:	applicable on	Not Applicable
23.		calculating the same:	Final Redemption amount for each Note, including the method, if any, of	GBP50,000 per Note of GBP50,000 Specified Denomination and GBP1,000 Not of GBP1,000 Specified per Denomination
24.		Note payable on	Early Redemption Amount for each redemption for taxation reasons or on an Event of	Condition $6(f)(i)$ applies

Default and/or the method, if any, of calculating the same, if other than as set out in Condition $6(f)(i)$ :

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. Barclays Bank PLC
28.		Stabilising Manager:	None
29.	Total commission and concession: Common Depositary:		Not Applicable Citibank, N.A. London Citigroup Centre Canada Square Canary Wharf London E14 5LB
30.
31.	(a)	Notes to be listed:	London
	(b)	Admission to trading:	Application has been made for the Notes to be admitted to trading on the London Stock Exchange's Gilt Edged and Fixed Interest Market with effect from 15 January 2008.
	(c)	Estimate of total expenses related to admission to trading:	Not Applicable
32.	provisions:	Redenomination and Exchange	Not Applicable

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

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms. For and on behalf of

NATIONWIDE BUILDING SOCIETY

By: CIETY JULIAN TAYLOR seronal 0018293-0000296 ICM:14726059.2

TREASURY ADMINISTRATION OFFICER NATIONWIDE BUILDING SOCIETY

$34:$ Listing and admission to trading:

These final terms comprise the final terms required for the issue of Notes described herein pursuant to the U.S.\$25,000,000,000 Note Programme of Nationwide Building Society to be admitted to listing on the Official List of the United Kingdom Listing Authority and admitted to trading on the London Stock Exchange plc's Gilt Edged and Fixed Interest Market (as from 15 January 2008) for which purpose it is hereby submitted.

Citibank, N.A., London Office

(as Agent)

1. RATINGS
Ratings:	The programme has been rated:
	Moody's: Aa2
	S&P: $A+$
	Fitch: AA-

PART B-OTHER INFORMATION

2. NOTIFICATION - Not Applicable

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

Reasons for the offer ${1}$		General Funding
(ii)	Estimated net proceeds:	GBP4.345.650
	(iii) Estimated total expenses:	Not Applicable
	5. YIELD (Fixed Rate Notes only)	Not Applicable

6. HISTORIC INTEREST RATES (Floating Rate Notes only)

Details of historic LIBOR rates can be obtained from Reuters page Libor01.

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) -

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