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NATIONWIDE BUILDING SOCIETY (Incorporated in England and Wales Under the Building Societies Act 1986, As Amended)

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NATIONWIDE BUILDING SOCIETY (Incorporated in England and Wales Under the Building Societies Act 1986, As Amended) SUPPLEMENT DATED DECEMBER 11, 2009 TO THE BASE PROSPECTUS DATED JUNE 25, 2009 NATIONWIDE BUILDING SOCIETY (Incorporated in England and Wales under the Building Societies Act 1986, as amended) $20,000,000,000 Senior and Subordinated Medium-Term Notes Due Nine Months or More from Date of Issue (the Program) This supplement (the Supplement) to the base prospectus (the Base Prospectus) dated June 25, 2009 constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 (the FSMA) and is prepared in connection with the Program established by Nationwide Building Society (the Issuer). Terms defined in the Base Prospectus have the same meaning when used in this Supplement. This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus and any other supplements to the Base Prospectus issued by the Issuer and with all documents which are deemed to be incorporated by reference therein. The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. Copies of all documents incorporated by reference in the Base Prospectus can be obtained from the principal office of the Issuer as described on page 4 of the Base Prospectus. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail. Save as disclosed in this Supplement and any supplement to the Base Prospectus previously issued, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus. Any investor who may wish to exercise any withdrawal right arising pursuant to Section 87Q(4) of the FSMA as a result of the publication of this Supplement must exercise that right on or before 5.30 p.m. (London time) on December 15, 2009. • The date of this Supplement is December 11, 2009. 0018293-0000234 ICM:9441956.18 December 11, 2009 Clause Page 1. Amendment to "Documents Incorporated by Reference" in the Base Prospectus...............................3 2. Amendment to "Capitalization and Indebtedness" in the Base Prospectus .........................................4 3. Amendment to "Risk Factors" in the Base Prospectus.......................................................................5 4. Amendment to "Selected Consolidated Financial and Operating Information" in the Base Prospectus8 5. Amendment to "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Base Prospectus ................................................................................................12 6. Amendment to "Description of Business" in the Base Prospectus ...................................................56 7. Amendment to "Management" in the Base Prospectus....................................................................71 0018293-0000234 ICM:9441956.18 2 December 11, 2009 1. AMENDMENT TO "DOCUMENTS INCORPORATED BY REFERENCE" IN THE BASE PROSPECTUS The first paragraph under the heading "Documents Incorporated by Reference" is amended from: "The auditor's report and our audited consolidated annual financial statements for the financial years ended April 4, 2009, 2008 and 2007 have previously been published or are published simultaneously with this Base Prospectus and have been submitted to and filed with the FSA and shall be deemed to be incorporated in, and to form part of, this Base Prospectus, save that any statement contained herein or in a document which is incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained in any document which is subsequently incorporated by reference herein by way of a supplement prepared in accordance with Article 16 of the Prospectus Directive modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any such statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Base Prospectus." to: "The following documents have previously been published or are published simultaneously with this Base Prospectus and have been admitted to and filed with the Financial Services Authority and shall be deemed to be incorporated in, and form part of, this Base Prospectus: (i) our unaudited consolidated financial statements for the six month periods ended September 30, 2009 and 2008 and (ii) the auditors' report and our audited consolidated financial statements for the financial years ended April 4, 2009, 2008 and 2007, save that any statement contained herein or in a document which is incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained in any document which is subsequently incorporated by reference herein by way of a supplement prepared in accordance with Article 16 of the Prospectus Directive modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any such statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Base Prospectus." 0018293-0000234 ICM:9441956.18 3 December 11, 2009 2. AMENDMENT TO "CAPITALIZATION AND INDEBTEDNESS" IN THE BASE PROSPECTUS The section with the heading "Capitalization and Indebtedness" is deleted in its entirety and replaced with the following: "The following is a summary of our consolidated capitalization and indebtedness extracted from our unaudited consolidated financial statements as of September 30, 2009. As of September 30, 2009 (£ millions) Consolidated Indebtedness(1) Deposits from banks........................................................................................................................... 11,759 Amounts due to customers and other deposits ..................................................................................... 10,190 Debt securities in issue(2) .................................................................................................................... 38,707 Total Senior Debt.............................................................................................................................. 60,656 Subordinated Debt(1)(3) Comprising one issue maturing in 2014, three issues maturing in 2015, two issues maturing in 2016, 2,207 two issues maturing in 2018, one issue maturing in 2019, one issue maturing in 2020, and two issues maturing in 2022................................................................................................................... Total Senior and Subordinated Debt ............................................................................................... 62,863 Permanent Interest Bearing Shares(1)(4) Comprising ten issues of permanent interest bearing shares callable (subject to relevant supervisory 1,524 consent) in 2013, 2015, two in 2016, 2019, 2021, 2024, 2026, 2030, and 2050 respectively.............. Members' Funds General reserve .................................................................................................................................. 6,141 Revaluation reserve ............................................................................................................................ 69 Other Reserves ................................................................................................................................... (1,208) UK retail member deposits(1)(5)............................................................................................................ 122,675 Total members' funds....................................................................................................................... 127,677 Total capitalization(6) ........................................................................................................................ 192,064 ______________ Notes: (1) If we were to go into liquidation the claims of non-member depositors and other unsubordinated creditors would rank before those of holders of UK retail member deposits and the claims of holders of UK retail member deposits would rank before those of subordinated debt holders. The claims of holders of permanent interest bearing shares rank behind those of all other creditors, including subordinated debt holders. (2) This includes an aggregate of $5.5 billion in securities guaranteed by HM Treasury under the Guarantee Scheme. (3) For consistency with other indebtedness, accrued interest of £33 million is included. (4) For consistency with other indebtedness, accrued interest of £16 million is included. (5) Our rules provide that members may withdraw all or any of their investments by giving appropriate notice specifying the amount to be withdrawn. Members may also make an immediate withdrawal of their investments subject to a possible loss of interest. Our Board of Directors has the power to suspend or limit the payment of withdrawals when, in its discretion, it considers it necessary. (6) The covered
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