EXECUTION COPY

FINAL TERMS

16 July 2014

Nationwide Building Society

Issue of GBP750,000,000 Floating Rate Series 2014-03 Regulated Covered Bonds due 2017 irrevocably and unconditionally guaranteed as to payment of principal and interest by Nationwide Covered Bonds LLP under the €45 billion Global Covered Bond 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 prospectus dated 26 July 2013, which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive), as supplemented by supplemental prospectuses dated 15 November 2013, 25 February 2014 and 29 May 2014 (together, the Prospectus). 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 the 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 Prospectus. The Prospectus and and all documents incorporated by reference therein are available for viewing during normal business hours at the registered office of the Issuer and copies may be obtained from the specified office of each of the Paying Agents.

1.	(a)	Issuer:	Nationwide Building Society
	(b)	Guarantor:	Nationwide Covered Bonds LLP
2.	(a)	Series Number:	2014-03
	(b)	Tranche Number:	1
	(c)	Series which Covered Bonds will be consolidated and form a single Series with:	Not Applicable
	(d)	Date on which the Covered Bonds will be consolidated and form a single Series with the Series specified above:	Not Applicable
3.		Specified Currency or Currencies:	Pounds Sterling (GBP or $\pounds$ )
4.	Nominal Amount of Covered Bonds to be issued:		£750,000,000
5.	Bonds:	Aggregate Nominal Amount of Covered
	(a)	Series:	£750,000,000

	(b)	Tranche:	£750,000,000
6.	Issue Price:		99.911 per cent. of the Aggregate Nominal Amount
7.	(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
8.	(a)	Issue Date:	17 July 2014
	(b)	Interest Commencement Date:	Issue Date
9.	(a)	Final Maturity Date:	17 July 2017
	(b)	Extended Due for Payment Date of Guaranteed Amounts corresponding to the Final Redemption Amount under the Covered Bond Guarantee:	17 July 2018
10.	Interest Basis:		3 month GBP LIBOR $+$ 0.20 per cent. per annum Floating Rate
11.	Redemption/Payment Basis:		100 per cent. of the nominal value
12.	Change of Interest Basis:		Applicable for the period from and including the Final Maturity Date to but excluding the Extended Due for Payment Date as follows:
			Interest Basis: 1 month GBP LIBOR + 0.20 per cent. per annum Floating Rate
			Interest Period(s): The period from and including the Final Maturity Date or, as the case may be, a Specified Interest Payment Date, to but excluding the following Specified Interest Payment Date
			Specified Interest Payment Date(s): Monthly on the 17th day of each month from but excluding the Final Maturity Date to and including the Extended Due for Payment Date
			First Interest Payment Date: 17 August 2017
			Business Day Convention: Modified Following Business Day Convention
			Day Count Fraction: Actual/365

13.		Call Options:	Not Applicable
14.		Date Board approval for issuance of Covered 19 October 2005 Bonds obtained:
		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):	The period from and including the Interest Commencement Date or, as the case may be, a Specified Interest Payment Date, to but excluding the following Specified Interest Payment Date
	(b)	Specified Interest Payment Date(s):	17th day of January, April, July and October in each year from and including 17 October 2014 to and including the Final Maturity Date
	(c)	First Interest Payment Date:	17 October 2014
	(d)	Business Day Convention:	Modified Following Business Day Convention
	(e)	Additional Business Centre(s):	TARGET2
	(f)	Manner in which the Rate(s) of Interest is/are to be determined:	Screen Rate Determination
	(g)	Party responsible for calculating the Rate(s) of Interest and/or Interest Amount (if not the Agent):	Not Applicable
	(h)	Screen Rate Determination:	Applicable
		- Reference Rate:	3 month GBP LIBOR
		- Interest Determination Date(s):	First London Business Day of each Interest Period
		- Relevant Screen Page:	Reuters Screen Page LIBOR01
	(i)	ISDA Determination:	Not Applicable
	(j)	Margin(s):	$+0.20$ per cent. per annum
	(k)	Minimum Rate of Interest:	Not Applicable
	(1)	Maximum Rate of Interest:	Not Applicable
	(m)	Day Count Fraction:	Actual/365
17.		Zero Coupon Covered Bond Provisions:	Not Applicable

$\overline{3}$

PROVISIONS RELATING TO REDEMPTION BY THE ISSUER

18.	Call Option:	Not Applicable
19.	Final Redemption Amount of each Covered Bond:	£1,000 per Calculation Amount
20.	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:	£1,000 per Calculation Amount
GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS
21.	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

New Global Covered Bond: Yes
Additional Financial Centre(s) relating to Not Applicable 23. payment dates:
Talons for future Coupons to be attached to No 24. Bearer Definitive Covered Bonds (and dates on which such Talons mature):
1. Redenomination, renominalisation and Not Applicable reconventioning provisions:

PART B - OTHER INFORMATION

1.	LISTING
(a)	Admission to trading:		Application has been made by the Issuer (or on its behalf) for the Covered Bonds to be admitted to trading on the London Stock Exchange's regulated market and to the Official List of the Financial Conduct Authority with effect from the Issue Date
(b)	related Estimate of total expenses to admission to trading:	£4,380
2.	RATINGS
(a)	The Covered Bonds to be issued have been rated:	$S & P$ :	AAA
		Moody's:	Aaa
		Fitch:	AAA
3.	PROVISIONS RELATING TO THE JUMBO INTEREST RATE SWAP 1 TRANSACTION
BMR Spread:			1.60 per cent. per annum
Fixed Rate Spread:			1.30 per cent. per annum
SMR Spread:			3.00 per cent. per annum
Tracker Rate Spread:			1.50 per cent. per annum
4.	PROVISIONS RELATING TO THE JUMBO INTEREST RATE SWAP 2 TRANSACTION
BMR Spread:			1.60 per cent. per annum
Fixed Rate Spread:		1.30 per cent. per annum
SMR Spread:		3.00 per cent. per annum
Tracker Rate Spread:		1.50 per cent. per annum
5.	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. The Dealers and their affiliates have engaged and may in the future in investment banking and/or commercial banking transactions with and may perform other services for the Issuer and/or the LLP and its or their affiliates in the ordinary course of business.

6. OPERATIONAL INFORMATION:

(a)	ISIN Code:	XS1087802234
(b)	Common Code:	108780223

$(c)$ CUSIP: Not Applicable
$(d)$ Names and addresses of additional Paying Not Applicable Agent(s) (if any):

7. DISTRIBUTION

U.S. Selling Restrictions

YIELD (Fixed Rate Covered Bonds only) 8.

Indication of yield:

Not Applicable

Reg. S Compliance Category 2; TEFRA D

Signed on behalf of the Issuer:

By: $160a$ Mal Duyy authorised

Signed on behalf of the LLP:

By: Duly authorised

AI Terminal

NATIONWIDE BUILDING SOCIETY

4690_rns_2014-07-18_3642b09a-3ced-4dda-9bc9-1d07d8dee8e3.pdf