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NATIONWIDE BUILDING SOCIETY (Incorporated in England and Wales Under the U.K

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NATIONWIDE BUILDING SOCIETY (Incorporated in England and Wales Under the U.K BASE PROSPECTUS NATIONWIDE BUILDING SOCIETY (incorporated in England and Wales under the U.K. 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 ______________ We may issue at various times up to $20,000,000,000 aggregate principal amount outstanding at any time of senior or subordinated medium-term notes denominated in U.S. dollars or in other currencies or composite currencies. The notes will be issued in series and each series will be the subject of final terms (each “Final Terms”). We are privately placing the notes on a delayed or continuous basis to the placement agents named below (the “Placement Agents”) or through the Placement Agents to qualified institutional buyers as described in this Base Prospectus under the section entitled “Plan of Distribution”. Other than in the case of Guaranteed Notes (as defined below), this document will be considered a base prospectus (“Base Prospectus”) for the purposes of Directive 2003/71/EC (the “Prospectus Directive”). Application has been made to the United Kingdom Financial Services Authority (the “FSA”), in its capacity as competent authority for the purposes of the Prospectus Directive and relevant implementing measures in the United Kingdom (the “U.K. Listing Authority”) for the document to be approved asa Base Prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of notes issued under this program. Application has been made to admit such notes during the period of twelve months after the date hereof to listing on the Official List of the U.K. Listing Authority (the “Official List”). Application has also been made to the London Stock Exchange plc (the “London Stock Exchange”) for the notes to be admitted to trading on the London Stock Exchange’s regulated market, which is a regulated market for the purpose of Directive 2004/39/EC (the "Markets in Financial Instruments Directive"). Where the applicable Final Terms of an issue of senior notes indicates that an Eligibility Certificate (as defined in the Guarantee (as defined below)) in respect of such Notes has been issued then, in respect of such Notes, The Commissioners of Her Majesty's Treasury ("HM Treasury") will unconditionally and irrevocably guarantee the due payment of all sums due and payable by us under such Notes (the "Guaranteed Notes"). All such Guaranteed Notes will be exempt from the Prospectus Directive in accordance with Article 1.2(d) thereof and no prospectus approved by the Financial Services Authority has been or will be prepared in connection therewith. HM Treasury's obligations in that respect are contained in a Deed of Guarantee (the Guarantee) dated 13 October 2008 (as amended by a supplemental deed dated 20 October 2008 and a second supplemental deed dated 6 February 2009 and as further amended and/or supplemented from time to time), the form of which is available at www.dmo.gov.uk. Any demand under the Guarantee must be made in writing and in the form set out in Annex 9 to the Rules of the United Kingdom government's 2008 Credit Guarantee Scheme (the "Guarantee Scheme"). The purpose of the Base Prospectus in relation to Guaranteed Notes is to give information with respect to the issue of Guaranteed Notes. Applications may be made for Guaranteed Notes to be admitted to trading on the London Stock Exchange's Regulated Market and to be listed on the Official List. HM Treasury has neither reviewed the Base Prospectus nor verified the information contained herein, and HM Treasury makes no representation with respect to, and does not accept any responsibility for, the contents of the Base Prospectus or any other statement made or purported to be made on its behalf in connection with the Issuer or the issue and offering of the Guaranteed Notes. HM Treasury accordingly disclaims all and any liability, whether arising in tort or contract or otherwise, which it might otherwise have in respect of the Base Prospectus or any such statement. See the section entitled “Risk Factors” commencing on page 9 for a discussion of certain risks that you should consider prior to making an investment in the notes. The applicable Final Terms for any series of notes may describe additional risks you should consider. The notes and, where relevant, the Guarantee in respect thereof have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and we are only offering notes outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act and within the United States to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A or in other transactions exempt from registration under the Securities Act and, in each case, in compliance with applicable securities laws. In the United Kingdom, this communication is directed only at persons who (i) have professional experience in matters relating to investments or (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Each initial and subsequent purchaser of a note will be deemed, by its acceptance or purchase thereof, to have made certain acknowledgements, representations and agreements intended to restrict the resale or other transfer of such note, as described in this Base Prospectus, and, in connection therewith, may be required to provide confirmation of its compliance with such resale or other transfer restrictions in certain cases. See the section entitled “Transfer Restrictions” for a further description of these restrictions. One or more Placement Agents may purchase notes, as principal, from us for resale to investors and other purchasers at varying prices relating to prevailing market prices as determined by any such Placement Agent at the time of resale or, if so agreed, at a fixed offering price. In addition, we may agree with a Placement Agent that it may utilize its reasonable efforts on an agency basis to submit offers for notes, as specified in the applicable Final Terms. We reserve the right to cancel or modify the medium-term note program described in this Base Prospectus without notice. We, or a Placement Agent if it solicits an offer on an agency basis, may reject any offer to purchase notes in whole or in part. For further information, see the section entitled “Plan of Distribution”. The Placement Agents expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company, referred to herein as DTC. Beneficial interests in the notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V. BARCLAYS CAPITAL CITI CREDIT SUISSE DEUTSCHE BANK SECURITIES HSBC JPMORGAN MERRILL LYNCH &CO. MORGAN STANLEY UBS INVESTMENT BANK ______________________ The date of this Base Prospectus is June 25, 2009 TABLE OF CONTENTS Notice to Investors............................................................................................................................. 2 Notice to New Hampshire Residents.................................................................................................. 3 Forward-Looking Statements............................................................................................................. 3 Private Placement of Medium-Term Notes......................................................................................... 3 Enforcement of Civil Liabilities......................................................................................................... 4 Documents Incorporated by Reference............................................................................................... 4 Presentation of Financial Information ................................................................................................ 4 Where You Can Find More Information ............................................................................................ 5 Overview........................................................................................................................................... 6 Risk Factors ...................................................................................................................................... 9 Use of Proceeds............................................................................................................................... 19 Exchange Rates ............................................................................................................................... 19 Capitalization and Indebtedness....................................................................................................... 20 Selected Consolidated Financial and Operating Information............................................................. 21 Management’s Discussion and Analysis of Financial
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