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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) Execution copy SUPPLEMENT DATED DECEMBER 1, 2008 TO THE BASE PROSPECTUS DATED 19 JUNE 2008 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 Programme) This supplement (the Supplement) to the base prospectus (the Base Prospectus) dated June 19, 2008, as previously supplemented by supplements dated September 22, 2008 and October 17, 2008, 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 Programme 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 1, 2008. • The date of this Supplement is December 1, 2008. 18293-00198 ICM:7597585.1 1 December 2008 Clause Page 1. Amendment to "Documents Incorporated by Reference" in the Base Prospectus...............................3 2. Amendment to "Risk Factors" in the Base Prospectus.......................................................................4 3. Amendment to "Capitalization and Indebtedness" in the Base Prospectus .........................................5 4. Amendment to "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Base Prospectus ..................................................................................................7 5. Amendment to "Description of Business" in the Base Prospectus ...................................................22 18293-00198 ICM:7597585.1 2 1 December 2008 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, 2008, 2007 and 2006 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, 2008 and 2007 and (ii) the auditor's report and our audited consolidated financial statements for the financial years ended April 4, 2008, 2007 and 2006, 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." 18293-00198 ICM:7597585.1 3 1 December 2008 2. AMENDMENT TO "RISK FACTORS" IN THE BASE PROSPECTUS The section entitled "Risk Factors" has been amended to include the following: "Rating downgrade of the sector or Nationwide may have an adverse effect on the marketability and liquidity of the Notes If sentiment towards the financial institutions operating in the United Kingdom residential mortgage market (including Nationwide) were to deteriorate, or if the ratings of the sector were to be adversely affected, this may have a materially adverse impact on us. In addition, such change in sentiment or reduction in ratings could result in an increase in the costs and a reduction in the availability of wholesale market funding across the financial services sector which could have a material adverse effect on the liquidity and funding of all UK financial services institutions, including Nationwide." 18293-00198 ICM:7597585.1 4 1 December 2008 3. 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 Half Yearly Financial Report as of September 30, 2008. As of September 30, 2008 (£ millions) Consolidated Indebtedness(1) Deposits from banks.................................................................................................................17,636 Amounts due to customers and other deposits...........................................................................7,626 Debt securities in issue.............................................................................................................31,952 Total Senior Debt ...................................................................................................................57,214 Subordinated Debt(1)(2) Comprising two issues of subordinated debt maturing in 2014, two issues maturing in 2015, two issues maturing in 2016, two issues maturing in 2018, one issue maturing in 2019 and one issue maturing in 2020.................................................................................1,795 Total Senior and Subordinated Debt.....................................................................................59,009 Permanent Interest Bearing Shares(1)(3) Comprising six issues of permanent interest bearing shares callable (subject to relevant supervisory consent) in 2013, 2015, 2021, 2024, 2026 and 2030, respectively .......................1,269 Members’ Funds General reserve ........................................................................................................................6,547 Revaluation reserve.................................................................................................................. 121 Other Reserves......................................................................................................................... (833) U.K. retail member deposits(1)(4) ...............................................................................................118,379 Total members’ funds ............................................................................................................124,214 Total capitalization(5)..............................................................................................................184,492 ______________ 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 U.K. retail member deposits and the claims of holders of U.K. 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) For consistency with other indebtedness, accrued interest of £27 million is included. (3) For consistency with other indebtedness,
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