NATIONWIDE BUILDING SOCIETY

Regulatory Filings • Sep 28, 2011

PROGRAMME REGISTRATION DOCUMENT

Nationwide Building Society (INCORPORATED IN ENGLAND UNDER THE BUILDING SOCIETIES ACT 1986, AS AMENDED)

U.S.\$25,000,000,000 EUROPEAN NOTE PROGRAMME ____________________________

This document constitutes a registration document (the Programme Registration Document) for the purposes of Article 5 of Directive 2003/71/EC (the Prospectus Directive) for the purpose of providing information with regard to Nationwide Building Society (the Society) which is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Society and which, together with each securities note (each, a Programme Securities Note) and any summary (each, a Programme Summary) drawn up in connection with issues of notes under the U.S.\$25,000,000,000 European Note Programme of the Society (the Programme), constitutes a prospectus (the Prospectus) for the purposes of Article 5 of the Prospectus Directive in respect of any such issue of notes to be offered to the public or to be admitted to trading on a regulated market.

This Programme Registration Document has been approved as a registration document by the Financial Services Authority (the FSA), which is the United Kingdom competent authority for the purposes of the Prospectus Directive and under the Financial Services and Markets Act 2000 (the UK Listing Authority).

Application has been made to the UK Listing Authority for Notes issued under the Programme for the period of 12 months from the date of this Programme Registration Document to be admitted to the official list of the UK Listing Authority (the Official List). In respect of Notes to be admitted to the Official List, application has also been made to the London Stock Exchange plc (the London Stock Exchange) for such Notes to be admitted to trading on the London Stock Exchange's Regulated Market. The London Stock Exchange's Regulated Market is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive).

This Programme Registration Document is to be read in conjunction with all information which is deemed to be incorporated herein by reference (see Information Incorporated by Reference below). ___________________________________

The date of this Programme Registration Document is 28 September 2011

TABLE OF CONTENTS

Responsibility Statement
Information Incorporated by Reference

RESPONSIBILITY STATEMENT

The Society accepts responsibility for all the information contained in this Programme Registration Document and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Programme Registration Document is, to the best of its knowledge and belief, in accordance with the facts and contains no omission likely to affect its import.

INFORMATION INCORPORATED BY REFERENCE

Terms used herein but not otherwise defined shall have the meanings given to them in the Base Prospectus dated 28 September 2011 issued in connection with the Programme (the Base Prospectus).

The Base Prospectus shall be deemed to be incorporated into and form part of this Programme Registration Document in its entirety (including, but not limited to, the section of the Base Prospectus entitled Risk Factors on pages 11 to 24 and the Description of the Society on pages 87 to 101) but with the exception of the sections in the Base Prospectus entitled Summary of the Programme and Terms and Conditions of the Notes, Form of the Notes and Terms and Conditions of the Notes on pages 6 to 10, 26 to 27 and 62 to 84 respectively.

The following documents which have previously been published or are published simultaneously with the Base Prospectus and have been approved by the FSA or filed with it shall be deemed to be incorporated in, and to form part of, this Programme Registration Document:

• (a) the auditors' report and audited consolidated annual financial statements for the financial year ended 4 April 2010 (contained on pages 68 to 160 (inclusive) of the Issuer's 2010 Annual Report and Accounts) and the auditors' report and audited consolidated annual financial statements for the financial year ended 4 April 2011 (contained on pages 84 to 163 (inclusive) of the Issuer's 2011 Annual Report and Accounts);
• (b) the Terms and Conditions of the Notes contained in the previous Bases Prospectuses dated 9 August 2002, pages 19-39 (inclusive), 6 August 2004, pages 21-42 (inclusive), 5 October 2006, pages 26-47 (inclusive), 11 November 2008, pages 51-73 (inclusive), 30 November 2009, pages 52-74 (inclusive) and 28 September 2010, pages 58-80 (inclusive) prepared by the Issuer in connection with the Programme and the Terms and Conditions of the Notes in the offering circulars dated 11 October 2000, pages 8-27 (inclusive), 25 April 2002, pages 8-27 (inclusive) and 23 April 2004, pages 8-27 (inclusive) and the prospectus dated 8 July 2005, pages 16-39 (inclusive), prepared by Portman Building Society in connection with its £5,000,000,000 Euro Medium Term Note Programme; and
• (c) the Memorandum and Rules of the Society.

Certain information contained in the documents listed above has not been incorporated by reference in this Programme Registration Document. Such information is either (i) not considered by the Society to be relevant for prospective investors in the Notes to be issued under the Programme or (ii) is covered elsewhere in this Programme Registration Document. The Society will provide, without charge, to each person to whom a copy of this Programme Registration Document has been delivered, upon the oral or written request of such person, a copy of any or all of the documents which or portions of which are incorporated herein by reference. Written or oral requests for such documents should be directed to the Society at its principal office below. In addition, such documents will be available without charge from the specified offices of the Paying Agents for the time being in London and Luxembourg.

Any documents themselves incorporated by reference in the documents incorporated by reference in this Programme Registration Document shall not form part of this Programme Registration Document.

Any statement contained in the Base Prospectus shall be deemed to be modified or superseded for the purpose of this Programme Registration Document and the Prospectus to the extent that a statement contained, or incorporated by reference, herein or in the Prospectus modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Programme Registration Document or the Prospectus.

This Programme Registration Document must be read in conjunction with the Base Prospectus and full information on the Society and the offering of any Notes under the Programme is only available on the basis of the combination of this Programme Registration Document (including all information incorporated by reference herein) and each Programme Securities Note and any Programme Summary issued in connection with such Notes being issued under the Programme.

Notes may also be issued under the Programme by completion of a Final Terms in respect of the relevant Tranche of Notes rather than by drawing up a Programme Securities Note and, if applicable, a Programme Summary.

PRINCIPAL OFFICE OF THE ISSUER

Nationwide Building Society Nationwide House Pipers Way Swindon SN38 1NW

TRUSTEE

The Law Debenture Trust Corporation p.l.c. Fifth Floor 100 Wood Street London EC2V 7EX

ISSUING AND PRINCIPAL PAYING AGENT AND AGENT BANK

Citibank, N.A. Citigroup Centre Canada Square Canary Wharf London E14 5LB

PAYING AGENT

BNP Paribas Luxembourg 10A Boulevard Royal Luxembourg L-2093

LEGAL ADVISERS

to the Issuer Allen & Overy LLP One Bishops Square London E1 6AD

AUDITORS OF THE SOCIETY

PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH United Kingdom