Exhibit 4.4


 




 





 


NATIONAL BANK OF GREECE S.A.


 


AND


 


THE BANK OF NEW YORK


 


As Depositary


 


AND


 


OWNERS AND BENEFICIAL OWNERS OF AMERICAN


DEPOSITARY SHARES


 


DEPOSIT AGREEMENT


 


(For preference shares – In series)


 


Dated as of
                          ,
2008




 


 





 

















 


DEPOSIT AGREEMENT


 


DEPOSIT AGREEMENT dated as of
                  ,
2008 among NATIONAL BANK OF GREECE S.A., organized under the laws of Greece
(herein called the Issuer), THE BANK OF NEW YORK, a New York banking
corporation (herein called the Depositary), and all Owners and Beneficial
Owners from time to time of American Depositary Shares issued hereunder.


 


W I T N E S S E T H :


 


WHEREAS, the Issuer desires to provide, as hereinafter
set forth in this Deposit Agreement, for the deposit of Shares (as hereinafter
defined) of the Issuer from time to time with the Depositary or with the
Custodian (as hereinafter defined) as agent of the Depositary for the purposes
set forth in this Deposit Agreement, for the creation of American Depositary
Shares representing the Shares so deposited and for the execution and delivery
of American Depositary Receipts evidencing the American Depositary Shares; and


 


WHEREAS, the American Depositary Receipts are to be
substantially in the form of Exhibit A annexed hereto, with appropriate
insertions, modifications and omissions, as hereinafter provided in this
Deposit Agreement;


 


NOW, THEREFORE, in consideration of the premises, it
is agreed by and between the parties hereto as follows:


 


ARTICLE 1.                             DEFINITIONS.


 


The following definitions shall for all purposes,
unless otherwise clearly indicated, apply to the respective terms used in this
Deposit Agreement:


 


Section 1.1                                   Account
Operator.


 


The term “Account Operator” shall mean any member of
the Athens Stock Exchange or custodian or the Central Securities Depositary who
is entitled to operate an Investor Account.


 


Section 1.2                                   American
Depositary Shares.


 


The term “American Depositary Shares” shall mean the
securities representing the interests in the Deposited Securities and evidenced
by the Receipts issued hereunder.  Each
American Depositary Share shall represent the number of shares as specified on
the face of the receipt, until there shall occur a distribution upon Deposited
Securities covered by Section 4.3 or a change in Deposited Securities
covered by Section 4.8 with respect to which additional Receipts are not
executed and delivered, 


 


1

















 


and thereafter American
Depositary Shares shall evidence the amount of Shares or Deposited Securities
specified in such Sections.


 


Section 1.3                                   Articles.


 


The term “Articles” shall mean the Charter of the
Issuer, as the same may be amended or supplemented from time to time.


 


Section 1.4                                   Article;
Section.


 


Wherever references are made in this Deposit Agreement
to an “Article” or “Articles” or to a “Section” or “Sections”, such references
shall mean an article or articles or a section or sections of this Deposit
Agreement, unless otherwise required by the context.


 


Section 1.5                                   Beneficial
Owner.


 


The term “Beneficial Owner” shall mean any person
owning any beneficial interest in a Receipt issued hereunder but who is not the
Owner of such Receipt.


 


Section 1.6                                   Commission.


 


The term “Commission” shall mean the Securities and
Exchange Commission of the United States or any successor governmental agency
in the United States.


 


Section 1.7                                   Custodian.


 


The term “Custodian” shall mean the principal Athens,
Greece office of National Bank of Greece, as agent of the Depositary for the
purposes of this Deposit Agreement, and any other firm or corporation which may
hereafter be appointed by the Depositary pursuant to the terms of Section 5.5,
as substitute or additional custodian or custodians hereunder, as the context
shall require and shall also mean all of them collectively.


 


Section 1.8                                   Deliver.


 


(a)          The term “deliver”, or
its noun form, when used with respect to Shares shall mean (i) one or more
book-entry transfers to an account or accounts maintained with a depository
institution authorized under applicable law to effect book-entry transfers of
those securities or (ii) the physical transfer of certificates
representing Shares.


 


2

















 


Section 1.9                                   Deposit
Agreement.


 


The term “Deposit Agreement” shall mean this Agreement,
as the same may be amended from time to time in accordance with the provisions
hereof.


 


Section 1.10                            Depositary;
Corporate Trust Office.


 


The term “Depositary” shall mean The Bank of New York,
a New York banking corporation and any successor as depositary hereunder.  The term “Corporate Trust Office”, when used
with respect to the Depositary, shall mean the corporate trust office of the
Depositary which at the date of this Deposit Agreement is 101 Barclay Street,
New York, New York, 10286.


 


Section 1.11                            Deposited
Securities.


 


The term “Deposited Securities” as of any time shall
mean Shares at such time deposited or deemed to be deposited under this Deposit
Agreement and any and all other securities, property and cash received by the
Depositary or the Custodian in respect or in lieu thereof and at such time held
hereunder, subject to the provisions of Section 4.5 with regard to cash.


 


Section 1.12                            Dollars;
Euro.


 


The term “Dollars” and the symbol “$” shall mean
United States dollars. The term “Euro” and the symbol “€” shall mean the lawful
currency of Greece and the common currency of the participating member
countries in the European Monetary Union.


 


Section 1.13                            Foreign
Currency.


 


The term “Foreign Currency” shall mean any currency
other than Dollars.


 


Section 1.14                            Foreign
Registrar.


 


The term “Foreign Registrar” shall mean the entity
that presently carries out the duties of registrar for the Shares or any
successor as registrar for the Shares and any other appointed agent of the
Issuer for the transfer and registration of Shares.


 


Section 1.15                            Issuer.


 


The term “Issuer” shall mean National Bank of Greece
S.A., a company organized under the laws of Greece, and its successors.


 


3

















 


Section 1.16                            Owner.


 


The term “Owner” shall mean the person in whose name a
Receipt is registered on the books of the Depositary maintained for such
purpose.


 


Section 1.17                            Receipts.


 


The term “Receipts” shall mean the American Depositary
Receipts issued hereunder in substantially the form of Exhibit A hereto,
evidencing American Depositary Shares.


 


Section 1.18                            Registrar.


 


The term “Registrar” shall mean the Depositary or any
bank or trust company having an office in the Borough of Manhattan, The City of
New York, which shall be appointed to register Receipts and transfers of
Receipts and to countersign Receipts as herein provided and shall include any
co-registrars appointed by the Depositary.


 


Section 1.19                            Restricted
Securities.


 


The term “Restricted Securities” shall mean Shares, or
Receipts representing such Shares, which are acquired directly or indirectly
from the Issuer or its affiliates (as defined in Rule 144 under the
Securities Act of 1933) in a transaction or chain of transactions not involving
any public offering or which are subject to resale limitations under Regulation
D under that Act or both, or which are held by an officer, director (or persons
performing similar functions) or other affiliate of the Issuer, or which are
subject to other restrictions on sale or deposit under the laws of the United
States or Greece, or under a shareholder agreement or the Articles of
Association and By-laws of the Issuer.


 


Section 1.20                            Securities
Act of 1933.


 


The term “Securities Act of 1933” shall mean the
United States Securities Act of 1933, as from time to time amended.


 


Section 1.21                            Shares.


 


The term “Shares” shall mean preference shares in
registered form of the Issuer, heretofore validly issued and outstanding and
fully paid, nonassessable and free of any pre-emptive rights of the holders of
outstanding Shares or hereafter validly issued and outstanding and fully paid,
nonassessable and free of any pre-emptive rights of the holders of outstanding
Shares; provided, however, that, if there shall occur any change
in nominal value, a split-up or consolidation or any other reclassification or,
upon the occurrence of an event described in Section 4.8, an exchange or
conversion in respect of 


 


4

















 


the Shares of the Issuer
or a Substitution (as defined in Section 4.12), the term “Shares” shall
thereafter also mean the successor securities resulting from such change in
nominal value, split-up or consolidation or such other reclassification or such
exchange or conversion or the securities issued in that Substitution.


 


Section 1.22                            United
States.


 


The term “United States” shall, except as otherwise
provided in this Deposit Agreement or the Receipts, mean the United States of
America, its territories and possessions, any State of the United States, and
the District of Columbia.


 


ARTICLE 2.     FORM OF
RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF
RECEIPTS.


 


Section 2.1                                   Form and
Transferability of Receipts.


 


(a)                                  Definitive
Receipts shall be substantially in the form set forth in Exhibit A annexed
to this Deposit Agreement, with appropriate insertions, modifications and
omissions, as hereinafter provided.  No
Receipt shall be entitled to any benefits under this Deposit Agreement or be
valid or obligatory for any purpose, unless such Receipt shall have been
executed by the Depositary by the manual or facsimile signature of a duly
authorized signatory of the Depositary, and if a Registrar for the Receipts
shall have been appointed, countersigned by the manual or facsimile signature
of a duly authorized officer of the Registrar. 
The Depositary shall maintain books on which each Receipt so executed
and delivered as hereinafter provided and the transfer of each such Receipt
shall be registered.  Receipts bearing
the manual or facsimile signature of a duly authorized signatory of the
Depositary who was at any time a proper signatory of the Depositary shall bind
the Depositary, notwithstanding that such signatory has ceased to be a duly
authorized signatory of the Depositary prior to the execution and delivery of
such Receipts by the Registrar or was not a duly authorized signatory of the
Depositary on the date of issuance of such Receipts.


 


The Receipts may, and upon the written request of the
Issuer shall be endorsed with or have incorporated in the text thereof such
legends or recitals or modifications not inconsistent with the provisions of
this Deposit Agreement or the Articles as may be required by the Depositary or
the Issuer or required to comply with any applicable law or regulations thereunder
or with the rules and regulations of any securities exchange upon which
the American Depositary Shares may be listed or to conform with any usage with
respect thereto, or to indicate any special limitations or restrictions to
which any particular Receipts are subject by reason of the date or manner of
issuance of the underlying Deposited Securities or otherwise.


 


(b)                                 Title
to a Receipt (and to the American Depositary Shares evidenced thereby), when
properly endorsed or accompanied by a proper instrument or instruments of
transfer and transferred in accordance with the terms of this Agreement, 


 


5

















 


including without
limitations Sections 2.4 and 2.6, shall be transferable by delivery with
the same effect as in the case of a negotiable instrument; provided, however,
that the Issuer and the Depositary, notwithstanding any notice to the contrary,
may treat the Owner thereof as the absolute owner thereof for the purpose of
determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in this Deposit Agreement and for
all other purposes and neither the Depositary nor the Issuer shall have any
obligation or be subject to any liability under this Deposit Agreement to any
holder of a Receipt unless such holder is the Owner thereof.


 


Section 2.2                                   Deposit
of Shares.


 


(a)                                  Subject
to the terms and conditions of this Deposit Agreement, Shares or evidence of
rights to receive Shares may be deposited by delivery to any Custodian
hereunder, accompanied by any appropriate instrument or instruments of
transfer, in form satisfactory to the Custodian, together with all such
certifications and payments as may be required from the individual depositing
the underlying Shares or any governmental agency, stock exchange, etc., by the
Depositary or the Custodian in accordance with the provisions of this Deposit
Agreement, and, if the Depositary requires, together with a written order
directing the Depositary to execute and deliver to, or upon the written order
of, the person or persons stated in such order, a Receipt or Receipts for the
number of American Depositary Shares representing such deposited Shares.


 


(b)                                 The
Depositary shall not accept any deposit of Shares unless the Issuer has
consented in writing to the deposit of those Shares.  In addition, no Share shall be accepted for
deposit unless accompanied by evidence, if any is required by the Depositary,
that is reasonably satisfactory to the Depositary that all conditions to such deposit
have been satisfied by the person depositing such Shares under the laws and
regulations of Greece and any necessary approval has been granted by any
governmental body under the laws of Greece, if any, which is then performing
the function of the regulation of currency exchange, including a certificate by
or on behalf of the person depositing such Shares that there are no
restrictions under Greek exchange control laws then in force that are
applicable to the transfer to the Depositary of dividends or any other rights
arising out of the Depositary’s acquisition, holding or disposal of such Shares
within or outside Greece or to the receipt of proceeds upon disposal of such
Shares or the conversion, by or on behalf of the Depositary, of such amounts
denominated in Euros into any other currency. 
If required by the Depositary, Shares presented for deposit at any time,
whether or not the transfer books of the Issuer or the Foreign Registrar, if
applicable, are closed, shall also be accompanied by an agreement or
assignment, or other instrument satisfactory to the Depositary, which will
provide for the prompt transfer to the Custodian of any dividend, or right to
subscribe for additional Shares or to receive other property which any person
in whose name the Shares are or have been registered may thereafter receive
upon or in respect of such Deposited Securities, or in lieu thereof, 


 


6

















 


such agreement of
indemnity or other agreement as shall be satisfactory to the Depositary.


 


(c)                                  At
the request, risk and expense of any person proposing to deposit Shares, and
for the account of such person, the Depositary may receive evidence of Shares
to be deposited, together with the other instruments herein specified, for the purpose
of forwarding such evidence to the Custodian for deposit hereunder.


 


(d)                                 Upon
each delivery to a Custodian of evidence of Shares to be deposited hereunder,
together with the other documents above specified, such Custodian shall, as
soon as transfer and recordation can be accomplished, subsequent to receipt by
the Depositary or its nominee or the Custodian of any required government
approvals, present such evidence to the Issuer or the Foreign Registrar, if
applicable, for transfer and recordation of the Shares being deposited in the
name of the Depositary or its nominee or such Custodian or its nominee.


 


(e)                                  Deposited
Securities shall be held by the Depositary or by a Custodian in the name of the
Depositary, if applicable, for the benefit of the Owners and Beneficial Owners.


 


Section 2.3                                   Execution
and Delivery of Receipts.


 


Upon receipt by any Custodian of any deposit pursuant
to Section 2.2 hereunder (and in addition, if the transfer books of the
Issuer or the Foreign Registrar, if applicable, are open and if the Depositary
or its nominee or the Custodian has presented such certificates to the Issuer
or the Foreign Registrar and the Depositary so requires, a proper
acknowledgment or other evidence from the Issuer or the appointed agent of the
Issuer for transfer and registration of Shares which may but need not be the
Foreign Registrar, as the case may be, satisfactory to the Depositary that any
Deposited Securities in registered form have been recorded upon the books of
the Issuer or the appointed agent of the Issuer for transfer and registration
of Shares, which may but need not be the Foreign Registrar, if applicable, in
the name of the Depositary or its nominee or such Custodian or its nominee),
together with the other documents required as above specified and pursuant to Section 2.6,
the Custodian shall notify the Depositary of such deposit and the person or
persons to whom or upon whose written order a Receipt or Receipts is or are
deliverable in respect thereof and the number of American Depositary Shares to
be evidenced thereby.  Such notification
shall be made by letter or, at the request, risk and expense of the person
making the deposit, by cable, telex or facsimile transmission.


 


Upon receiving such notice from such Custodian, the
Depositary or its agent, subject to this Deposit Agreement shall execute and
deliver at its Corporate Trust Office, to or upon the order of the person or
persons named in the notice delivered to the Depositary, a certificated Receipt
or Receipts, registered in the name or names requested by such person or
persons, and evidencing in the aggregate the number of American Depositary
Shares to which such person or persons are entitled, but, in either case,


 


7

















 


(A) only upon payment
to the Depositary or Custodian of all taxes and governmental charges and fees
payable in connection with such deposit and the transfer of the deposited
shares and (B) subject to the other terms of this Deposit Agreement and
the provisions of the Articles and of the Deposited Securities. Receipts may
only be executed and delivered under this Section 2.3 evidencing five (5) American
Depositary Shares or any integral multiple thereof.


 


Section 2.4                                   Transfer
of Receipts; Combination and Split-up of Receipts.


 


The Depositary, subject to the terms and conditions of
this Deposit Agreement, including payment of the fees of the Depositary as
provided in Section 5.9, shall register transfers of Receipts on its
transfer books from time to time, upon any surrender of a Receipt, by the Owner
in person or by a duly authorized attorney, properly endorsed or accompanied by
a proper instrument or instruments of transfer and duly stamped as may be
required by the laws of the State of New York and of the United States.  Thereupon the Depositary shall execute a new
Receipt or Receipts and deliver the same to or upon the order of the person
entitled thereto.


 


The Depositary, subject to the terms and conditions of
this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the
purpose of effecting a split-up or combination of such Receipt or Receipts,
execute and deliver a new Receipt or Receipts for any authorized number of
American Depositary Shares requested, evidencing the same aggregate number of
American Depositary Shares as evidenced by the Receipt or Receipts surrendered.


 


The Depositary may appoint one or more co-transfer
agents for the purpose of effecting transfers, combinations and split-ups of
Receipts at designated transfer offices on behalf of the Depositary.  In carrying out its functions, a co-transfer
agent may require evidence of authority and compliance with applicable laws and
other requirements by holders of Receipts or Owners or persons entitled to
Receipts and will be entitled to protection and indemnity to the same extent as
the Depositary.


 


Section 2.5                                   Surrender
of Receipts and Withdrawal of Shares.


 


Upon surrender at the Corporate Trust Office of the
Depositary of a Receipt for the purpose of withdrawal of the Deposited
Securities represented by the American Depositary Shares evidenced by such
Receipt, and upon payment of the fee of the Depositary for the surrender of
Receipts as provided in Section 5.9 and payment of all taxes and
governmental charges payable in connection with such surrender and withdrawal
of the Deposited Securities, and subject to the terms and conditions of this
Deposit Agreement, the Articles and the Deposited Securities, the Owner of such
Receipt acting for itself or on behalf of the Beneficial Owner, as the case may
be, shall be entitled to delivery, to him or upon his order, as permitted by
applicable law, of the amount of Deposited Securities at the time represented
by the American Depositary Shares 


 


8

















 


evidenced by such
Receipt.  Such delivery shall be made, as
hereinafter provided, without unreasonable delay.


 


A Receipt surrendered under this Section 2.5 may
be required by the Depositary to be properly endorsed in blank or accompanied
by a proper instrument or instruments of transfer in blank, and if the
Depositary so requires, the Owner thereof or the Beneficial Owner of an
interest as to which withdrawal instructions have been given, as the case may
be, shall execute and deliver to the Depositary a written order directing the
Depositary to cause the Deposited Securities being withdrawn to be registered,
as provided for above or delivered to or upon the written order of a person or
persons designated in such order, as permitted by applicable law.  Thereupon the Depositary shall direct the
Custodian to delivery at its office, to or upon the written order of the person
or persons designated in the order delivered to the Depositary if so required
by the Depositary and as above provided, the amount of Deposited Securities represented
by the American Depositary Shares evidenced by such Receipt, except that the
Depositary may make delivery to such person or persons at the Corporate Trust
Office of the Depositary of any dividends or distributions with respect to the
Deposited Securities represented by the American Depositary Shares evidenced by
such Receipt, or of any proceeds of sale of any dividends, distributions or
rights, which may at the time be held by the Depositary.


 


At the request, risk and
expense of any Owner so surrendering a Receipt, 
the Depositary shall direct the Custodian to transfer or forward any
certificate or other proper documents of title, if any, for the Deposited
Securities represented by the American Depositary Shares evidenced by such
Receipt to the Depositary for delivery at the Corporate Trust Office of the
Depositary.  Such direction shall be
given by letter or, at the request, risk and expense of such Owner, by cable,
telex or facsimile transmission.


 


Section 2.6                                   Limitations
on Execution and Delivery, Transfer and Surrender of Receipts and Withdrawing
of Deposited Securities.


 


(a)                                  As
a condition precedent to the execution and delivery, registration of transfer,
split-up, combination or surrender of any Receipt or transfer or withdrawal of
any Deposited Securities, or adjustment of the Depositary’s records to reflect
the deposit of Shares or any such transfer, split-up, combination, surrender or
withdrawal, the Depositary, the Issuer, the Custodian or the Registrar may
require payment from the Owner, the depositor of Shares or the presentor of the
Receipt of a sum sufficient to reimburse it for any tax, duty or other
governmental charge and any stock transfer or registration fee with respect
thereto (including any such tax or charge or fee with respect to the Shares
being deposited or withdrawn) and payment of any applicable fees as herein
provided, may require the production of proof satisfactory to it as to the
identity and genuineness of any signature and may also require compliance with
any regulations the Depositary may establish consistent with the provisions of
this Deposit Agreement.


 


(b)                                 The
delivery of Receipts against deposits of Shares generally or against or in
order to reflect deposits of particular Shares may be suspended, or deposits 


 


9

















 


of Shares may be
withheld, or the registration of transfer of Receipts in particular instances
may be withheld, or the registration of transfer of outstanding Receipts, their
split-up or combination may be suspended generally or in particular instances,
during any period when the transfer books of the Depositary or the Issuer or
the Foreign Registrar, if applicable, are closed, or if any such action is
deemed necessary or advisable by the Depositary or the Issuer at any time or
from time to time because of any requirement of law or of any government or
governmental body or commission, or under any provision of this Deposit
Agreement, or for any other reason, subject to the provisions of Section 7.7
hereof.  Notwithstanding any other
provision of this Deposit Agreement (other than Section 7.10) or the
Receipts, the surrender of outstanding Receipts and withdrawal of Deposited
Securities, may not be suspended subject only to (i) temporary delays
caused by closing the transfer books of the Depositary or the Issuer or the
deposit of Shares in connection with voting at a shareholders’ meeting, or the
payment of dividends, (ii) the payment of fees, taxes and similar charges,
and (iii) compliance with any U.S. or foreign laws or governmental
regulations relating to the Receipts or to the withdrawal of the Deposited
Securities.  Without limitation of the
foregoing, the Depositary shall not knowingly accept for deposit under this Deposit
Agreement any Shares required to be registered under the provisions of the
Securities Act of 1933, unless a registration statement is in effect as to such
Shares.


 


Section 2.7                                   Lost
Receipts, etc.


 


In case any Receipt shall be mutilated, destroyed,
lost or stolen, the Depositary shall execute and deliver a new Receipt of like
tenor in exchange and substitution for such mutilated Receipt upon cancellation
thereof, or in lieu of and in substitution for such destroyed, lost or stolen
Receipt.  Before the Depositary shall
execute and deliver a new Receipt in substitution for a destroyed, lost or
stolen Receipt, the Owner thereof shall have (a) filed with the Depositary
(i) a request for such execution and delivery before the Depositary has
notice that the Receipt has been acquired by a bona fide purchaser and (ii) a
sufficient indemnity bond and (b) satisfied any other reasonable
requirements imposed by the Depositary.


 


Section 2.8                                   Cancellation
and Destruction of Surrendered Receipts.


 


All Receipts surrendered
to the Depositary shall be cancelled by the Depositary.  The Depositary is authorized to destroy
Receipts so cancelled. The Depositary shall keep such records of all Receipts
outstanding and of their payment, cancellation and destruction as are required under
applicable Stock Transfer Association rules.


 


Section 2.9                                   Maintenance
of Records.


 


The Depositary agrees to maintain or cause its agents
to maintain records of all Receipts surrendered and Deposited Securities
withdrawn under Section 2.5, substitute Receipts delivered under Section 2.7,
and cancelled or destroyed Receipts 


 


10

















 


under Section 2.8,
in keeping with procedures ordinarily followed by stock transfer agents located
in The City of New York.


 


Section 2.10                            Uncertificated
American Depositary Shares; Direct Registration System.


 


Notwithstanding
anything to the contrary in this Deposit Agreement:


 


(a)                                  American
Depositary Shares may be certificated securities evidenced by Receipts or
uncertificated securities.  The form of
Receipt annexed as Exhibit A to this Deposit Agreement describes the terms
and conditions of, and will be the prospectus required under the Securities Act
of 1933 for, both certificated and uncertificated American Depositary
Shares.  Except for those provisions of
this Deposit Agreement that by their nature do not apply to uncertificated
American Depositary Shares, all the provisions of this Deposit Agreement shall
apply, mutatis mutandis, to uncertificated American Depositary Shares as
well as to certificated American Depositary Shares, and to Owners and holders
of uncertificated American Depositary Shares as well as to Owners and holders
of Receipts.


 


(b)                                 (i)                                     The
term “deliver”, or its noun form, when used with respect to Receipts, shall
mean (A) book-entry transfer of American Depositary Shares to an account
at The Depository Trust Company, or its successor (“DTC”), designated by the
person entitled to such delivery,  (B) registration
of American Depositary Shares not evidenced by a Receipt on the books of the
Depositary in the name requested by the person entitled to such delivery and
mailing to that person of a statement confirming that registration or (C) if
requested by the person entitled to such delivery, delivery at the Corporate
Trust Office of the Depositary to the person entitled to such delivery of one
or more Receipts evidencing American Depositary Shares registered in the name
requested by that person.


 


(ii)                                  The
term “surrender”, when used with respect to Receipts, shall mean (A) one
or more book-entry transfers of American Depositary Shares to the DTC account
of the Depositary, (B) delivery to the Depositary at its Corporate Trust
Office of an instruction to surrender American Depositary Shares not evidenced
by a Receipt or (C) surrender to the Depositary at its Corporate Trust
Office of one or more Receipts evidencing American Depositary Shares.


 


(c)                                  American
Depositary Shares not evidenced by Receipts shall be transferable as
uncertificated registered securities under the laws of the State of New York.


 


(d)                                 The
Depositary shall have a duty to register a transfer in the case of
uncertificated American Depositary Shares, upon receipt from the Owner of a
proper instruction (including, for the avoidance of doubt, instructions through
DRS and Profile as provided in subsection (f) below).  The Depositary, upon surrender of a Receipt
for the purpose of exchanging for uncertificated American Depositary Shares,
shall cancel that 


 


11

















 


Receipt and send the
Owner a statement confirming that the Owner is the owner of the same number of
uncertificated American Depositary Shares that the surrendered Receipt
evidenced. The Depositary, upon receipt of a proper instruction (including, for
the avoidance of doubt, instructions through DRS and Profile as provided in
subsection (f) below) from the Owner of uncertificated American Depositary
Shares for the purpose of exchanging for certificated American Depositary
Shares, shall execute and deliver to the Owner a Receipt evidencing the same number
of certificated American Depositary Shares.


 


(e)                                  Upon
satisfaction of the conditions for replacement of a Receipt that is mutilated,
lost, destroyed or stolen, the Depositary shall deliver to the Owner the
American Depositary Shares evidenced by that Receipt in uncertificated form
unless otherwise requested by the Owner.


 


(f)                                    (i) 
The parties acknowledge that the Direct Registration System (“DRS”) and Profile
Modification System (“Profile”) shall apply to uncertificated American
Depositary Shares upon acceptance thereof to DRS by DTC.  DRS is the system administered by DTC
pursuant to which the Depositary may register the ownership of uncertificated
American Depositary Shares, which ownership shall be evidenced by periodic
statements issued by the Depositary to the Owners entitled thereto.  Profile is a required feature of DRS which
allows a DTC participant, claiming to act on behalf of an Owner of American
Depositary Shares, to direct the Depositary to register a transfer of those
American Depositary Shares to DTC or its nominee and to deliver those American
Depositary Shares to the DTC account of that DTC participant without receipt by
the Depositary of prior authorization from the Owner to register such transfer.


 


(ii)                                  In
connection with and in accordance with the arrangements and procedures relating
to DRS/Profile, the parties understand that the Depositary will not verify,
determine or otherwise ascertain that the DTC participant which is claiming to
be acting on behalf of an Owner in requesting a registration of transfer and
delivery as described in clause (i) above has the actual authority to act
on behalf of the Owner (notwithstanding any requirements under the Uniform
Commercial Code).  For the avoidance of
doubt, the provisions of Sections 5.3 and 5.8 shall apply to the matters
arising from the use of the DRS.  The
parties agree that the Depositary’s reliance on and compliance with
instructions received by the Depositary through the DRS/Profile System and in
accordance with this Deposit Agreement shall not constitute negligence or bad
faith on the part of the Depositary.


 


Section 2.11                            Issuance
in Series.


 


If the Company
issues Shares in more than one class or series or that otherwise entitle their
holders to rights that vary from the rights to which other Shares entitle their
holders, the following provisions shall apply, notwithstanding anything to the
contrary in this Deposit Agreement:


 


12

















 


(a)                                  The
word “series,” when used with respect to Shares, shall mean all outstanding
Shares that entitle their holders to identical rights with respect to those
Shares, regardless of the title or any other designation that may be assigned
to Shares.


 


(b)                                 The
Depositary shall direct the Custodian to hold Shares of a series deposited
under this Deposit Agreement, and other Deposited Securities it receives in
respect of those Shares in a segregated account different from the account in
which it holds Shares of any other series.


 


(c)                                  Shares
of each series that are deposited under this Deposit Agreement shall be
represented by a “series” of American Depositary Shares separate from the
American Depositary Shares representing Shares of any other series.  The Depositary shall assign a designation to
each series of American Depositary Shares and shall reflect in its records the
series to which each American Depositary Share belongs.  The certificated American Depositary Shares
of each series shall be evidenced by a “series” of Receipts separate from the
Receipts evidencing American Depositary Shares of any other series.  If more than one series of American
Depositary Shares exists, each Receipt shall be marked to indicate the
designation of the series of the American Depositary Shares evidenced by that
Receipt and to identify the series of Shares those American Depositary Shares
represent.


 


(d)                                 If
the rights to which deposited Shares of a series entitle their holders are
modified such that those rights become identical to the rights to which
deposited Shares of another series entitle their holders, the Depositary shall
cause the Custodian to combine the accounts in which the former separate series
of Shares are held, the series of American Depositary Shares representing those
Shares will automatically be combined into one series of American Depositary
Shares and the Depositary may take any action necessary or convenient to effect
that combination.  At any time after that
combination, the Owners of Receipts affected by that combination will be
entitled to surrender their Receipts to the Depositary and receive Receipts
reflecting the designation of the American Depositary Shares owned by them as a
result of that combination.


 


(e)                                  Owners
and Beneficial Owners of American Depositary Shares of a series shall be
entitled to rights under this Deposit Agreement only with respect to deposited
Shares of the corresponding series and other Deposited Securities received in
respect of deposited Shares of that series.


 


ARTICLE 3.     CERTAIN
OBLIGATIONS OF OWNERS OF RECEIPTS.


 


Section 3.1                                   Filing
Proofs, Certificates and Other Information.


 


Any person presenting Shares for deposit or any Owner
or Beneficial Owner of a Receipt may be required from time to time to file with
the Depositary or the Custodian such proof of citizenship or residence, exchange
control approval, proof of the 


 


13

















 


identity of any person
legally or beneficially interested in the Receipt and the nature of such
interest, proof of compliance with all applicable laws and regulations and
provisions of or governing Deposited Securities and the terms of this Deposit
Agreement or such information relating to the registration on the books of the
Issuer or the appointed agent of the Issuer for transfer and registration of
Shares, which may but need not be the Foreign Registrar, if applicable, of the
Shares presented for deposit or other information, to execute such certificates
and to make such representations and warranties, as the Depositary may deem
necessary or proper.  The Depositary may
withhold the delivery or registration of transfer of any Receipt or the
distribution of any dividend or sale of any dividend or distribution of rights
or of the proceeds thereof or the delivery of any Deposited Securities
underlying such Receipt until such proof or other information is filed or such
certificates are executed or such representations and warranties made.  Upon the written request of the Issuer, the
Depositary shall provide the Issuer, in a timely manner, with copies of all
such certificates, proofs of citizenship or residence and such written
representations and warranties provided to the Depositary under this Section 3.1.  Each Owner agrees to provide any information
requested by the Issuer or the Depositary pursuant to this paragraph.


 


Section 3.2                                   Liability
of Owner for Taxes.


 


If any tax or other governmental charge shall become
payable by the Custodian or the Depositary with respect to any Receipt or any
Deposited Securities represented by the American Depositary Shares evidenced by
such Receipt, such tax or other governmental charge shall be payable by the
Owner of such Receipt to the Depositary, and such Owner or Beneficial Owner
shall be deemed liable therefor.  The
Depositary may refuse to effect registration of transfer of such Receipt or any
split-up or combination thereof or any transfer and withdrawal of Deposited
Securities represented by American Depositary Shares evidenced by such Receipt
until such payment is made, and may withhold any dividends or other
distributions in respect of any Deposited Securities, or may sell for the
account of the Owner or Beneficial Owner thereof any part or all of the
Deposited Securities represented by the American Depositary Shares evidenced by
such Receipt, and may apply such dividends or other distributions or the
proceeds of any such sale in payment of such tax, duty, or other governmental
charge (and any taxes and expenses arising or incurred as a result of effecting
any such sale) and the Owner of such Receipt shall remain liable for any deficiency.


 


Section 3.3                                   Warranties
on Deposit of Shares.


 


Every person depositing Shares under this Deposit
Agreement shall be deemed thereby to represent and warrant that such Shares are
validly issued, fully paid, nonassessable and free of any pre-emptive rights of
the holders of outstanding Shares and that the person making such deposit is
duly authorized so to do.  Every such
person shall also be deemed to represent that the deposit of such Shares and
the sale of Receipts evidencing American Depositary Shares representing such
Shares by that person are not 


 


14

















 


restricted under the
Securities Act of 1933.  Such
representations and warranties shall survive the deposit of Shares and issuance
of Receipts.


 


ARTICLE 4.     THE
DEPOSITED SECURITIES.


 


Section 4.1                                   Cash
Distributions.


 


Whenever the Depositary or the Custodian shall receive
any cash dividend or other cash distribution by the Issuer on any Deposited
Securities, subsequent to receipt thereof from the Issuer, the Depositary
shall, if such cash is received in Foreign Currency, subject to the provisions
of Section 4.5 as promptly as practicable convert such dividend or
distribution into Dollars and shall distribute, as soon as practicable, the
amount thus received (net of the fees of the Depositary as provided in Section 5.9,
if applicable ) to the Owners entitled thereto, in proportion to the number of
American Depositary Shares representing such Deposited Securities evidenced by
Receipts held by them respectively; provided, however, that in
the event that the Issuer or the Depositary shall be required to withhold and
does withhold from such cash dividend or such other cash distribution in
respect of any Deposited Security an amount on account of taxes or other governmental
charges, the amount distributed to the Owner of the Receipts evidencing
American Depositary Shares representing such Deposited Securities shall be
reduced accordingly.  The Depositary
shall distribute only such amount, however, as can be distributed without
distributing to any Owner a fraction of one cent.  Any such fractional amounts shall be rounded
to the nearest whole cent and so distributed to owners entitled thereto.  The Issuer or its agent, the Custodian or the
Depositary, as appropriate will remit to the appropriate governmental authority
or agency in Greece all amounts (if any) required to be withheld and owing to
such authority or agency.  The Depositary
will forward to the Issuer or its agent such information from its records as
the Issuer may reasonably request to enable the Issuer or its agent to file
necessary reports with governmental agencies, and the Depositary or the Issuer
or its agent may file any such reports necessary to obtain benefits under the
applicable tax treaties for the Owners of Receipts.


 


The Depositary shall not, and the Owners and
Beneficial Owners will be deemed to have irrevocably authorized and instructed
the Depositary not to, demand that payment of an annual dividend declared in
respect of Deposited Securities be made as permitted under Greek law (namely
after the expiration of a two-month period following the general shareholders’
meeting that declared such annual dividend) other than on the dividend payment
dates specified in the terms of the Deposited Securities.  The parties acknowledge that the Issuer
intends to pay dividends on the Deposited Securities in quarterly
installments.  For the avoidance of
doubt, the covenant and the deemed authorization and instruction set forth in
this paragraph shall apply to each annual dividend declared in respect of the
Deposited Securities.  If requested in
writing by the Issuer in connection with the declaration of an annual dividend,
the Depositary will confirm to the Issuer in writing that it will not
demand payment of that annual 


 


15

















 


dividend as
permitted under Greek law as described above, but will accept payment on the
dates specified in the terms of the Deposited Securities.


 


Section 4.2                                   Distributions
Other than Cash, Shares or Rights.


 


Subject to the provisions of Sections 4.11 and 5.9,
whenever the Custodian shall receive any distribution other than a distribution
described in Sections 4.1, 4.3 or 4.4, subsequent receipt thereof from the
Issuer, the Depositary shall, after consultation with the Issuer, as promptly
as practicable, cause the securities or property received by it to be
distributed to the Owners entitled thereto, in proportion to the number of
American Depositary Shares representing such Deposited Securities evidenced by
Receipts held by them respectively, in any manner that the Depositary may deem
equitable and practicable for accomplishing such distribution; provided,
however, that if in the opinion of the Depositary such distribution
cannot be made proportionately among the Owners entitled thereto, or if for any
other reason (including, but not limited to, any securities law requirements,
any requirement that the Issuer, the Depositary or the Custodian withhold an
amount on account of taxes or other governmental charges or that such
securities must be registered under the Securities Act of 1933 in order to be
distributed to Owners or holders of Receipts) the Depositary deems such
distribution not to be feasible, the Depositary may adopt such method as it may
deem equitable and practicable for the purpose of effecting such distribution,
including, but not limited to, the public or private sale of the securities or
property thus received, or any part thereof, and the net proceeds of any such
sale (net of the fees of the Depositary as provided in Section 5.9) shall
be distributed by the Depositary to the Owners entitled thereto as in the case
of a distribution received in cash, provided that any unsold balance of
such securities or property may be distributed by the Depositary to the Owners
entitled thereto in accordance with securities laws and such equitable and
practicable method as the Depositary shall have adopted.  The Depositary may withhold any distribution
of securities under this Section 4.2 if it has not received satisfactory
assurances from the Company that the distribution does not require registration
under the Securities Act of 1933.  The
Depositary may sell, by public or private sale, an amount of securities or
other property it would otherwise distribute under this Section 4.2 that
is sufficient to pay its fees and expenses in respect of that distribution.


 


Section 4.3                                   Distributions
in Shares.


 


If any distribution upon any Deposited Securities
consists of a dividend in, or free distribution of, Shares, the Depositary may,
with the Issuer’s approval, subsequent to receipt thereof from the Issuer, and
shall if the Issuer shall so request, distribute as promptly as practicable to
the Owners of outstanding Receipts entitled thereto, in proportion to the
number of American Depositary Shares representing such Deposited Securities
evidenced by Receipts held by them respectively, additional Receipts evidencing
an aggregate number of American Depositary Shares representing the amount 


 


16

















 


of Shares received as
such dividend or free distribution, subject to the terms and conditions of the
Deposit Agreement with respect to the deposit of Shares and the issuance of
American Depositary Shares evidenced by Receipts, including the withholding of
any tax or other governmental charge as provided in Section 4.11 and the
payment of the fees of the Depositary as provided in Section 5.9 and the
Depositary may sell, by public or private sale, an amount of the Shares received
that is sufficient to pay its fees and expenses in respect of that
distribution).  In lieu of delivering
Receipts for fractional American Depositary Shares in any such case, the
Depositary shall sell the amount of Shares represented by the aggregate of such
fractions and distribute the net proceeds, all in the manner and subject to the
conditions described in Section 4.1. 
If additional Receipts are not so distributed, each American Depositary
Share shall thenceforth also represent the additional Shares distributed upon
the Deposited Securities represented thereby.


 


The Depositary may withhold any distribution of
Receipts under this Section 4.3 subject to its satisfaction that such
distribution does not require registration under the Securities Act of 1933 or
is exempt from registration under the provisions of such Act.


 


Section 4.4                                   Rights.


 


Unless otherwise agreed in writing between the Issuer
and the Depositary, the Depositary will, and the Owners and Beneficial Owners
will be deemed to have irrevocably authorized and instructed the Depositary to,
waive any pre-emptive or similar rights to which it may otherwise be entitled
as a holder of Deposited Securities. 
Owners and Beneficial Owners also will be deemed to have authorized and
instructed the Depositary to give a proxy to a member of the Board of Directors
of the Issuer to attend any meeting of holders of Deposited Securities and vote
all the Deposited Securities in favor of waiving such preemptive rights.


 


In the event that the Issuer shall offer or cause to
be offered to the holders of any Deposited Securities any rights to subscribe
for additional Shares or any rights of any other nature and the Issuer and
Depositary agree that the Depositary will not waive those rights in accordance
with this Section 4.4, the Depositary, after consultation with the Issuer
shall have discretion as to the procedure to be followed in making such rights
available to any Owners or in disposing of such rights on behalf of any Owners
and making the net proceeds available in Dollars to such Owners or, if by the
terms of such rights offering or for any other reason, the Depositary may not
either make such rights available to any Owners or dispose of such rights and
make the net proceeds available to such Owners, then the Depositary shall allow
the rights to lapse; provided, however, if at the time of the
offering of any rights the Depositary determines in its discretion that it is
lawful and feasible to make such rights available to all Owners or to certain
Owners but not to other Owners, the Depositary may, after consultation with the
Issuer, distribute to any Owner to whom it determines the distribution to be
lawful and feasible, in proportion 


 


17

















 


to the number of American
Depositary Shares representing such Deposited Securities evidenced by Receipts
held by such Owner, warrants or other instruments therefor in such form as it
deems appropriate.  If the Depositary
determines in its discretion that it is not lawful and feasible to make such
rights available to certain Owners, it may after consultation with the Issuer,
and if requested in writing by the Issuer, shall sell the rights, warrants or
other instruments at public or private sale in proportion to the number of
American Depositary Shares held by the Owners to whom it has determined it may
not lawfully or feasibly make such rights available, and allocate the net
proceeds of such sales (net of the fees of the Depositary as provided in Section 5.9
and all taxes and governmental charges payable in connection with such rights
and subject to the terms and conditions of this Deposit Agreement) for the
account of such Owners otherwise entitled to such rights, warrants or other
instruments, upon an averaged or other practical basis without regard to any
distinctions among such Owners because of exchange restrictions or the date of
delivery of any Receipt or Receipts or otherwise.  The Depositary shall not be responsible for
any failure to determine that it may be lawful or feasible to make such rights
available to Owners in general or any Owner or Owners in particular.


 


If an Owner of Receipts requests the distribution of
warrants or other instruments in order to exercise the rights allocable to the
American Depositary Shares of such Owner hereunder and the Depositary has not
waived those rights in accordance with this Section 4.4, the Depositary
will make such rights available to such Owner upon written notice from the
Issuer to the Depositary that (a) the Issuer has elected in its sole
discretion to permit such rights to be exercised and (b) such Owner has
executed such documents as the Issuer has determined in its sole discretion are
reasonably required under applicable law. 
Upon instruction pursuant to such warrants or other instruments to the
Depositary from such Owner to exercise such rights, upon payment by such Owner
to the Depositary for the account of such Owner of an amount equal to the
purchase price of the Shares to be received upon the exercise of the rights,
and upon payment of the fees of the Depositary as set forth in such warrants or
other instruments, the Depositary shall, on behalf of such Owner, exercise the
rights and purchase the Shares, and the Issuer shall cause the Shares so
purchased to be delivered to the Depositary on behalf of such Owner.  As agent for such Owner, the Depositary will
cause the Shares so purchased to be deposited pursuant to Section 2.2 of
this Deposit Agreement, and shall, pursuant to Section 2.3 of this Deposit
Agreement, execute and deliver to such Owner.


 


If registration under the Securities Act of 1933 of
the securities to which any rights relate is required in order for the Issuer
to offer such rights to Owners and sell the securities upon the exercise of
such rights to Owners, the Depositary will not offer such rights to the Owners
having an address in the United States unless and until such a registration
statement is in effect, or unless the offering and sale of such securities to
the Owners of such Receipts are exempt from registration under the provisions
of such Act.


 


18














 


Notwithstanding any terms of this Deposit Agreement to
the contrary, the Issuer shall have no obligation to prepare and file a
registration statement for any purpose.


 


Section 4.5            Conversion of
Foreign Currency.


 


Subject to any restrictions imposed by the laws of
Greece, regulations or applicable permits issued by any governmental body in
Greece, if any, which is then performing the function of the regulation of
currency exchange, whenever the Depositary or the Custodian shall receive
Foreign Currency, by way of dividends or other distributions or Deposited
Securities or the net proceeds from the sale of securities, property or rights,
and if at the time of the receipt thereof the Foreign Currency so received can
in the judgment of the Depositary be converted on a reasonable basis into
Dollars and the resulting Dollars (net of reasonable and customary expenses
incurred by the Depositary in conversion of the Foreign Currency) transferred
to the United States, the Depositary shall convert or cause to be converted as
promptly as practicable, by sale or in any other manner that it may determine,
such Foreign Currency into Dollars, and such Dollars shall be distributed as
promptly as practicable to the Owners entitled thereto or, if the Depositary
shall have distributed any warrants or other instruments which entitle the
holders thereof to such Dollars, then to the holders of such warrants and/or
instruments, as applicable, upon surrender thereof for cancellation in whole or
in part depending upon the terms of such warrants or other instruments.  Such distribution shall be made in proportion
to the number of American Depositary Shares representing Deposited Securities
evidenced by Receipts held respectively by such Owners entitling them to such
Dollars and may be made upon an averaged or other practicable basis without
regard to any distinctions among Owners on account of exchange restrictions,
the date of delivery of any Receipt or otherwise and shall be net of any
expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9.


 


If such conversion or distribution can be effected
only with the approval or license of any government or agency thereof, the
Depositary shall file such application for approval or license, if any, as it
may deem desirable.


 


If at any time the Depositary shall determine that in
its reasonable judgment any Foreign Currency received by the Depositary is not
convertible on a reasonable basis into Dollars transferable to the United
States, or if any approval or license of any government or agency thereof which
is required for such conversion is denied or in the opinion of the Depositary
is not obtainable, or if any such approval or license is not obtained within a
reasonable period as determined by the Depositary, the Depositary may
distribute the Foreign Currency (or an appropriate document evidencing the
right to receive such Foreign Currency) received by the Depositary to, or in
its discretion may hold such Foreign Currency uninvested and without liability
for interest thereon for the respective accounts of, the Owners entitled to
receive the same.


 


19

















 


If any such conversion of Foreign Currency, in whole
or in part, cannot be effected for distribution to some of the Owners entitled
thereto, the Depositary may in its discretion make such conversion and
distribution in Dollars to the extent permissible to the Owners entitled
thereto and may distribute the balance of the Foreign Currency received by the
Depositary to, or hold such balance uninvested and without liability for
interest thereon for the respective accounts of, the Owners entitled thereto.


 


Section 4.6            Fixing of
Record Date.


 


Whenever any cash dividend or other cash distribution
shall become payable or any distribution other than cash or rights shall be
made, or whenever rights shall be issued with respect to the Deposited
Securities (and the Depositary will not waive those rights in accordance with Section 4.4),
or whenever for any reason the Depositary causes a change in the number of
Shares that are represented by each American Depositary Share, or whenever the
Depositary shall receive notice of any meeting of holders of Shares or other
Deposited Securities in respect of which Owners will be entitled to give instructions
under Section 4.4, or whenever the Depositary shall find it necessary or
convenient in respect of any matter, the Depositary shall fix a record date,
which shall be as near as practicable to any corresponding record date set by
the Issuer, (a) for the determination of the Owners who shall be (i) entitled
to receive such dividend, distribution or rights or the net proceeds of the
sale thereof or (ii) entitled to give or forward instructions for the
exercise of voting rights at any such meeting, or (iii) entitled to
receive information on such meeting as provided herein, (b) on or after
which each American Depositary Share will represent the changed number of
Shares.  Subject to the provisions of
Sections 4.1 through 4.5 and to the other terms and conditions of this
Deposit Agreement, the Owners on such record date shall be entitled, as the
case may be, to receive the amount distributable by the Depositary with respect
to such dividend or other distribution or such rights or the net proceeds of
sale thereof in proportion to the number of American Depositary Shares
evidenced by Receipts held by them respectively and to give or forward voting
instructions, to exercise the rights of Owners hereunder with respect to such
changed number of Shares and to act in respect of any other such matter.


 


Section 4.7            Voting of
Deposited Securities.


 


Except in the case of any question to be voted upon at
a meeting of holders of Deposited Securities that may materially affect the
rights of holders of those Deposited Securities (which determination of
materiality will be made reasonably and in good faith by the Issuer and
communicated by the Issuer to the Depositary), Owners and Beneficial Owners
shall not be entitled to instruct the Depositary as to voting of the Deposited
Securities, but rather will be deemed to have instructed the Depositary to give
a discretionary proxy to a member of the Board of Directors of the Issuer
designated by the Issuer, and the Depositary will give such a proxy unless it
has been notified by the Issuer that it does not wish for that proxy to be
given.


 


20

















 


Upon receipt of notice of any meeting of holders of
Shares or other Deposited Securities, if the Depositary has received notice
from the Issuer that a question is to be voted upon that may materially affect
the rights of holders of Deposited Securities (and the Issuer agrees to give
that notice to the Depositary as promptly as practicable, if applicable), and
if the Issuer so requests in writing, the Depositary shall, as soon as
practicable thereafter, mail to the Owners of American Depositary Shares
representing those Deposited Securities a notice, the form of which notice
shall be in the sole discretion of the Depositary, which shall contain (a) such
information as is contained in such notice of meeting received by the
Depositary from the Issuer, (b) a statement that the Owners of those
American Depositary Shares as of the close of business on a specified record
date will be entitled, subject to any applicable provision of Greek law and of
the Articles of the Issuer, to instruct the Depositary as to the exercise of
the voting rights, if any, pertaining to the amount of Shares or other
Deposited Securities represented by their respective American Depositary Shares
with respect to that question and (c) a statement as to the manner in
which such instructions may be given. Upon the written request of an Owner
described in the preceding sentence on such record date with respect to an
amount of American Depositary Shares described in the preceding sentence,
received on or before the date established by the Depositary for such purpose,
the Depositary shall endeavor insofar as practicable, to vote or cause to be
voted the amount of Deposited Securities represented by those American
Depositary Shares in accordance with the instructions set forth in such request
and will notify the Issuer in advance of its intentions to so vote or cause to
be voted such Deposited Securities as required to preserve such voting
rights.  If any question to be voted upon
at a meeting of holders of Deposited Securities pertains to an amendment of the
terms of the Deposited Securities that would adversely affect the rights of
holders of Deposited Securities to a material extent, the Issuer shall deem
that question to materially affect the rights of holders of Deposited
Securities and the Issuer shall give notice to the Depositary as provided in
this paragraph.


 


The Depositary shall not vote or attempt to exercise
the right to vote that attaches to the Shares or other Deposited Securities,
other than in accordance with such instructions given or deemed given in
accordance with this Section 4.7.


 


In order to give Owners a reasonable opportunity to
instruct the Depositary as to the exercise of voting rights relating to
Deposited Securities, if the Issuer will request the Depositary to act under
the second preceding paragraph, the Issuer shall give the Depositary notice of
any such meeting or solicitation and details concerning the matters to be voted
upon not less than 45 days prior to the meeting date or date for giving such
proxies or consents.


 


There can be no assurance that Owners generally or any
Owner in particular will receive the notice described in the third preceding
paragraph sufficiently prior to the Instruction Date to ensure that the
Depositary will vote the Shares or Deposited Securities in accordance with the
provisions of this Section 4.7.


 


21

















 


Section 4.8            Changes
Affecting Deposited Securities.


 


In circumstances where the provisions of Section 4.3
do not apply, upon any change in nominal value, change in par value, split-up,
consolidation or any other reclassification of Deposited Securities, or upon
any recapitalization, reorganization, merger or consolidation or sale of assets
affecting the Issuer or to which it is a party, any securities which shall be
received by the Depositary or a Custodian in exchange for or in conversion of
or in respect of Deposited Securities or upon any Substitution (as defined in Section 4.12),
shall be treated as new Deposited Securities under this Deposit Agreement, and
American Depositary Shares shall thenceforth represent, in addition to existing
Deposited Securities, the right to receive the new Deposited Securities so
received in exchange or conversion, unless additional Receipts are delivered
pursuant to the following sentence.  In
any such case the Depositary may, with the Issuer’s approval, and shall, if the
Issuer shall so request, execute and deliver additional Receipts as in the case
of a dividend in Shares, and subject to the provisions of Section 4.3, or
call for the surrender of outstanding Receipts to be exchanged for new Receipts
specifically describing such new Deposited Securities.


 


Section 4.9            Reports.


 


The Depositary shall make available for inspection by
Owners at its Corporate Trust Office any reports and communications, including
any proxy soliciting material, received from the Issuer which are both (a) received
by the Depositary or the Custodian or the nominee of either as the holder of
the Deposited Securities and (b) made generally available to the holders
of such Deposited Securities by the Issuer. 
The Depositary shall also, upon written request, send to the Owners of
copies of such reports furnished by the Issuer pursuant to Section 5.6 or,
at the reasonable request of the Issuer, will make such notices, reports and
communications available to all Owners in the same manner as the Issuer makes
them generally available to the holders of Shares or on such other basis as the
Issuer may advise the Depositary as being required by law or regulation or any
requirement of any stock exchange to which the Issuer may be subject, subject
to any limitations imposed by the laws of the United States.  Any such reports and communications,
including any such proxy soliciting material, furnished to the Depositary by
the Issuer shall be furnished in English.


 


Section 4.10         Lists of Receipt
Owners.


 


Promptly upon request by the Issuer, the Depositary
shall furnish to it a list, as of the most recent practicable date, of the
names, addresses and holdings of American Depositary Shares by all persons in
whose names Receipts are registered on the books of the Depositary.


 


22

















 


Section 4.11         Withholding.


 


In the event that the Depositary determines that any
distribution in property (including Shares and rights to subscribe therefor) is
subject to any tax or other governmental charge which the Depositary is obligated
to withhold, the Depositary may by public or private sale dispose of all or a
portion of such property (including Shares and rights to subscribe therefor) in
such amounts and in such manner as the Depositary deems necessary and
practicable to pay any such taxes or charges and the Depositary shall
distribute the net proceeds of any such sale after deduction of such taxes or
charges to the Owners entitled thereto in proportion to the number of American
Depositary Shares representing such Deposited Securities evidenced by Receipts
held by them respectively.


 


Section 4.12         Redemption,
Mandatory Repurchase or Substitution of Deposited Securities.


 


(a)           If the Depositary
receives a notice that Deposited Securities are to be redeemed or mandatorily
repurchased, the Depositary shall (i) call for surrender a corresponding
number of American Depositary Shares representing those Deposited Securities, (ii) notify
the Owners of those American Depositary Shares that the Deposited Securities
underlying their American Depositary Shares will be surrendered for redemption
or mandatory repurchase and (iii) surrender Deposited Securities that have
been redeemed or mandatorily repurchased to the issuer of those securities or
its agent on the redemption or repurchase date (and Owners and Beneficial
Owners of American Depositary Shares that have been called for surrender in
connection with a mandatory repurchase will be deemed to have authorized and
instructed the Depositary to surrender those Deposited Securities for that mandatory
repurchase).  Owners of American
Depositary Shares affected by the redemption or repurchase may surrender those
American Depositary Shares and receive delivery of the money or other property
the Depositary receives upon redemption or repurchase of Deposited Securities
as provided in Section 2.5.


 


If the Depositary receives notice that less than all
the Deposited Securities are to be redeemed or mandatorily repurchased, the
Depositary shall determine in its discretion which American Depositary Shares
to call for surrender in connection with that redemption or repurchase.   If the Depositary calls for surrender less
than all the American Depositary Shares evidenced by a Receipt in connection
with a redemption or mandatory repurchase of Deposited Securities, the
Depositary shall, upon surrender of that Receipt, deliver to the Owner a
Receipt evidencing the amount of American Depositary Shares evidenced by the
surrendered Receipt that were not called for surrender.


 


(b)  “Substitution” means a redemption of Shares
which constitute Deposited Securities by the Issuer and the application of the
proceeds of such redemption to (i) the purchase of Qualifying
Non-Innovative Tier 1 Securities (as defined below) in substitution therefor,
together with (ii) the payment by the Issuer of any costs and 


 


23

















 


expenses associated with such substitution and the issuance of the
Qualifying Non-Innovative Tier 1 Securities, including, without limitation, the
fees and expenses of the Depositary and any fees and expenses relating to the
registration and exchange listing of the Qualifying Non-Innovative Tier 1
Securities. Notwithstanding anything to the contrary in Section 4.12(a),
if the Depositary receives from the Issuer (i) notice that it will effect
a Substitution, (ii) a certificate, signed by two duly authorized officers
of the Issuer, certifying that the securities to be offered in substitution for
Shares are Qualifying Non-Innovative Tier 1 Securities and such substitution is
in accordance with the terms of the Shares, (iii) an opinion of Greek
counsel to the Issuer that is satisfactory to the Depositary to the effect that
the Qualifying Non-Innovative Tier 1 Securities are duly authorized, validly
issued, fully paid and non-assessable and have not been issued in violation of
any preemptive or similar rights of the holders of any other securities of the
Issuer, (iv) an opinion of United States counsel for the Issuer that is
satisfactory to the Depositary to the effect that the Substitution does not
require registration under the Securities Act of 1933 and (v) an opinion
of United States tax counsel for the Issuer that is satisfactory to the
Depositary to the effect that the Substitution will not cause holders  of the American Depositary Shares that are
resident in the United States for United States federal income tax purposes to
recognize any gain or loss for purposes of United States income tax laws, the
Depositary shall surrender, and the Owners and Beneficial Owners of the American
Depositary Shares representing those Deposited Securities will be deemed to
have authorized and instructed the Depositary to surrender, those Deposited
Securities for that Substitution.  The
Issuer shall pay any stamp duty reserve taxes, capital duties, stamp duties or
other taxes or governmental charges payable in the Hellenic Republic arising on
the allotment and issue of the Qualifying Non-Innovative Tier 1 Securities,
including (if applicable) their deposit with the Depositary under this Deposit
Agreement.


 


“Qualifying Non-Innovative Tier 1 Securities” means
securities, whether debt, limited partnership interests, equity or otherwise,
issued directly or indirectly by us, that comply with the following:


 


(1)     such securities will have
the same material terms as the terms of the Series A preference shares,
including without limitation (i) an initial optional redemption date (or
as such term may otherwise be defined in the terms thereof) which falls on the
same day as the initial optional redemption date in respect of the Series A
preference shares, except that such securities will be permitted (but not
required) to include the ability to be redeemed in the circumstances and on the
bases (including, but without limitation, relating to tax and capital adequacy)
substantially similar to the circumstances in which, and the bases on which,
securities issued by companies then regulated by the Bank of Greece and
comprising tax-deductible Innovative Tier 1 capital may then be redeemed and (ii) the
same ranking in substance in respect of dividends and upon liquidation;


 


24

















 


(2)     to the extent that (i) such
securities are equity securities and (ii) dividends on the Series A
preference shares are eligible to be treated as “qualified dividend income”
under Section 1(h)(11) of the Internal Revenue Code of 1986, as amended
(or any successor legislation) (the “Code”), by a particular holder immediately
prior to the substitution date, dividends paid to such holder with respect to
the securities will also be so eligible;


 


(3)     such securities will
comply with the then current requirements of the Bank of Greece in relation to
Non-Innovative Tier 1 capital;


 


(4)     such securities shall be
registered under and comply with the Securities Act of 1933;


 


(5)     such securities shall be
listed on the New York Stock Exchange;


 


(6)     such securities will
preserve any existing rights under the Series A preference shares to any
dividend which has not been paid in respect of the period from (and including)
the dividend payment date last preceding the substitution date to (but
excluding) the substitution date; and


 


(7)     at the time of issue,
payments made by us in respect of such securities can be made free from any
withholding tax imposed by any taxing or other authority (whether within or
outside the Hellenic Republic) competent to impose, administer or collect any
such tax.


 


Notwithstanding anything to the contrary set forth
above, the Qualifying Non-Innovative Tier 1 Securities may be issued with terms
more favorable to the holders thereof than the terms of the Series A
preference shares. In addition, in approving the issue of the Qualifying
Non-Innovative Tier 1 Securities in substitution for the Series A
preference shares, our board of directors or an authorized committee thereof
will have discretion to determine whether the Qualifying Non-Innovative Tier 1
Securities have the same material terms as the Series A preference shares
and will be under no obligation to seek the views or consult with the holders
of such preference shares or other third parties. Holders of the Series A
preference shares may be adversely affected by any such substitution.


 


“Tier 1 capital” and “Innovative Tier 1 capital” have
the respective meanings given to them by the Bank of Greece from time to time. “Non-Innovative
Tier 1 capital” means Tier 1 capital which does not comprise Innovative Tier 1
capital.


 


25

















 


ARTICLE 5.          THE
DEPOSITARY, THE CUSTODIANS AND THE ISSUER.


 


Section 5.1            Maintenance of
Office and Transfer Books by the Depositary.


 


Until termination of this Deposit Agreement in
accordance with its terms, the Depositary shall maintain in the Borough of
Manhattan, The City of New York, facilities for the execution and delivery,
registration, registration of transfers and surrender of Receipts in accordance
with the provisions of this Deposit Agreement.


 


The Depositary shall keep books at its Corporate Trust
Office for the registration of Receipts and transfers of Receipts which at all
reasonable times shall be open for inspection by the Owners, provided
that such inspection shall not be for the purpose of communicating with Owners
in the interest of a business or object other than the business of the Issuer
or a matter related to this Deposit Agreement, the Receipts, the Deposited
Securities or the Articles.


 


The Depositary may close the transfer books, at any
time or from time to time, when deemed expedient by it in connection with the
performance of its duties hereunder.


 


If any Receipts or the American Depositary Shares
evidenced thereby are listed on one or more stock exchanges in the United
States, the Depositary shall act as Registrar or appoint a Registrar or one or
more co-registrars for registry of such Receipts in accordance with any
requirements of such exchange or exchanges.


 


The Issuer shall have the right, upon reasonable
request, to inspect the transfer and registration records of the Depositary
relating to the Receipts, to take copies thereof and to require the Depositary
and any co-registrars to supply copies of such portions of such records as the
Issuer may request.


 


Section 5.2            Prevention or
Delay in Performance by the Depositary or the Issuer.


 


Neither the Depositary nor the Issuer nor any of their
directors, employees, agents or affiliates shall incur any liability to any
Owner or holder of any Receipt, if by reason of any provision of any present or
future law or regulation of the United States, Greece or any other country, or
of any governmental or regulatory authority or stock exchange, or by reason of
any provision, present or future, of the Articles or the Deposited Securities,
or by reason of any provision of any securities issued or distributed by the
Issuer, or any offering or distribution thereof, or by reason of any act of God
or war or other circumstances beyond its control, the Depositary or the Issuer
or any of their directors, employees, agents or affiliates shall be prevented,
delayed or forbidden from, or be subject to any civil or criminal penalty on
account of, doing or performing any act or thing which by the terms of this
Deposit Agreement or the Deposited Securities it is provided shall be done or
performed; nor shall the Depositary or 


 


26

















 


the Issuer or any of
their respective directors, employees, agents or affiliates incur any liability
to any Owner or holder of any Receipt (i) by reason of any nonperformance
or delay, caused as aforesaid, in the performance of any act or thing which by
the terms of this Deposit Agreement it is provided shall or may be done or
performed, (ii) by reason of any exercise of, or failure to exercise, any
discretion provided for in this Deposit Agreement, (iii) for the inability
of any Owner or holder to benefit from any distribution, offering, right or
other benefit which is made available to holders of Deposited Securities but is
not, under the terms of this Deposit Agreement, made available to Owners or
holders, or (iv) for any special, consequential or punitive damages for
any breach of the terms of this Deposit Agreement.  Where, by the terms of a distribution
pursuant to Sections 4.1, 4.2, or 4.3 of this Deposit Agreement, or an
offering or distribution pursuant to Section 4.4 of this Deposit
Agreement, because of applicable law, or for any other reason such distribution
or offering may not be made available to Owners, and the Depositary may not
dispose of such distribution or offering on behalf of such Owners and make the
net proceeds available to such Owners, then the Depositary shall not make such
distribution or offering, and shall allow any rights, if applicable, to lapse.


 


Section 5.3            Obligations of
the Depositary, the Custodian and the Issuer.


 


The Issuer assumes no obligation nor shall it be
subject to any liability under this Deposit Agreement to Owners or holders of
Receipts or Beneficial Owners of Receipts, except that it agrees to perform its
obligations specifically set forth in this Deposit Agreement without negligence
or bad faith.


 


The Depositary assumes no obligation nor shall it be
subject to any liability under this Deposit Agreement to Owners or holders of
Receipts or Beneficial Owners of Receipts (including, without limitation,
liability with respect to the validity or worth of the Deposited Securities),
except that it agrees to perform its obligations specifically set forth in this
Deposit Agreement without negligence or bad faith.


 


Neither the Depositary nor the Issuer shall be under
any obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any Deposited Securities or in respect of the
Receipts, which in its opinion may involve it in expense or liability, unless
indemnity satisfactory to it against all expense and liability shall be
furnished as often as may be required, and the Custodian shall not be under any
obligation whatsoever with respect to such proceedings, the responsibility of
the Custodian being solely to the Depositary.


 


Neither the Depositary nor the Issuer shall be liable
for any action or non-action by it in reliance upon the advice of or
information from legal counsel, accountants, any governmental authority, any
person presenting Shares for deposit, any Owner or any other person believed by
it in good faith to be competent to give such advice or information.


 


27

















 


The Depositary shall not be liable for any acts or
omissions made by a successor depositary whether in connection with a previous
act or omission of the Depositary or in connection with any matter arising
wholly after the removal or resignation of the Depositary, provided that in
connection with the issue out of which such potential liability arises the
Depositary performed its obligations without negligence or bad faith while it
acted as Depositary.


 


The Depositary shall not be responsible for any
failure to carry out any instructions to vote any of the Deposited Securities,
or for the manner in which any such vote is cast or the effect of any such
vote, provided that any such action or non-action is in good faith.


 


No disclaimer of liability under the Securities Act of
1933 is intended by any provision of this Deposit Agreement.


 


Section 5.4            Resignation and
Removal of the Depositary; Appointment of Successor Depositary.


 


The Depositary may at any time resign as Depositary
hereunder by written notice of its election so to do delivered to the Issuer
effective upon the appointment of a successor depositary and its acceptance of
such appointment as hereinafter provided.


 


The Depositary may at any time be removed by the
Issuer by written notice of such removal effective upon the appointment of a
successor depositary and its acceptance of such appointment as hereinafter
provided.


 


In case at any time the Depositary acting hereunder
shall resign or be removed, the Issuer shall use its reasonable efforts to
appoint a successor depositary, which shall be a bank or trust company having
an office in the Borough of Manhattan, The City of New York. Every successor
depositary shall execute and deliver to its predecessor and to the Issuer an
instrument in writing accepting its appointment hereunder, and thereupon such
successor depositary, without any further act or deed, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor;
but such predecessor, nevertheless, upon payment of all sums due it and on the
written request of the Issuer, shall execute and deliver an instrument
transferring to such successor all rights and powers of such predecessor
hereunder, such predecessor shall duly assign, transfer and deliver all right,
title and interest in the Deposited Securities to such successor, and shall
deliver to such successor a list of the Owners of all outstanding Receipts.  Any such successor depositary shall promptly
mail notice of its appointment within 30 days to the Owners.


 


The Depositary will not charge a fee for cancellation
of Receipts and withdrawal of Shares, if any, caused solely by the appointment
and qualification of a successor depositary.


 


28

















 


Any corporation into or with which the Depositary may
be merged or consolidated shall be the successor of the Depositary without the
execution or filing of any document or any further act.


 


Section 5.5            The Custodians.


 


The Depositary may from time to time appoint one or
more agents, to act for it as Custodian hereunder.  The Custodian or its successors in acting
hereunder shall be subject at all times and in all respects to the directions of
the Depositary and shall be responsible solely to it.  The Custodian may resign and be discharged
from its duties hereunder by notice of such resignation delivered to the
Depositary at least 30 days prior to the date on which such resignation is to
become effective.  If upon such
resignation there shall be no Custodian acting hereunder, the Depositary shall,
promptly after receiving such notice, appoint a substitute custodian or
custodians, each of which shall thereafter be a Custodian hereunder.  The Depositary in its discretion may appoint
a substitute or additional custodian or custodians, each of which shall
thereafter be one of the Custodians hereunder. Upon demand of the Depositary
any Custodian shall transfer such of the Deposited Securities held by it as are
requested of it to any other Custodian or such substitute or additional
custodian or custodians. Each such substitute or additional custodian shall
deliver to the Depositary, forthwith upon its appointment, an acceptance of
such appointment satisfactory in form and substance to the Depositary.


 


Upon the appointment of any successor depositary
hereunder, each Custodian then acting hereunder shall forthwith become, without
any further act or writing, the agent hereunder of such successor depositary
and the appointment of such successor depositary shall in no way impair the
authority of each Custodian hereunder; but the successor depositary so
appointed shall, nevertheless, on the written request of any Custodian, execute
and deliver to such Custodian all such instruments as may be proper to give to
such Custodian full and complete power and authority as an Account Operator of
the successor depositary’s Account Operator agent hereunder of such successor
depositary.


 


Section 5.6            Notices and
Reports.


 


On or before the first date on which the Issuer gives
notice, by publication or otherwise, of any meeting of holders of Shares or
other Deposited Securities, or of any adjourned meeting of such holders, or of
the taking of any action in respect of any cash or other distributions or the
offering of any rights in respect of Deposited Securities, the Issuer agrees to
transmit to the Depositary and the Custodian a copy of the notice thereof in
the form given or to be given to holders of Shares or other Deposited
Securities.


 


The Issuer will arrange, to the extent, if any,
required by any regulations of the Commission, for the translation into
English, if not already in English, and the prompt transmittal by the Issuer to
the Depositary and the Custodian of such notices and 


 


29

















 


any other reports and
communications which are made generally available by the Issuer to holders of
its Shares.


 


If requested in writing by the Issuer (except as
provided in Section 4.7), the Depositary will arrange for the mailing of
copies of such notices, reports and communications to all Owners.  The Issuer will timely provide the Depositary
with the quantity of such notices, reports, and communications, as requested by
the Depositary from time to time, in order for the Depositary to effect such
mailings.


 


Section 5.7            Issuance and
Distribution of Additional Shares, Rights, etc.


 


The Issuer agrees that in the event of any
distribution of (1) additional Shares, (2) rights to subscribe for
Shares, (3) securities convertible into or exchangeable for Shares, or (4) rights
to subscribe for any such securities (each a “Distribution”) the Issuer will
promptly furnish to the Depositary a written opinion from United States counsel
for the Issuer, which counsel shall be reasonably satisfactory to the
Depositary, stating whether or not the Distribution requires a registration
statement under the Securities Act of 1933 to be in effect prior to making such
Distribution available to Owners entitled thereto.  If in the opinion of such counsel a
registration statement under the Securities Act is required, such counsel shall
furnish to the Depositary a written opinion as to whether or not there is a
registration statement in effect which will cover such Distribution.


 


In the event that such registration under the
Securities Act would be required in connection with any such Distribution, the
Issuer shall have no obligation to effect such registration. To the extent the
Issuer in its discretion deems it necessary or advisable in order to avoid any
requirement to register such additional securities under the Securities Act,
the Issuer may prevent Owners in the United States from purchasing any such
additional securities (whether pursuant to preemptive rights or otherwise) and
direct the Depositary not to accept any Shares for deposit for such period of
time following the issuance of such additional securities and to adopt such
other specific measures as the Issuer may reasonably request in writing.


 


The Issuer agrees with the Depositary that neither the
Issuer nor any affiliate of the Issuer will at any time deposit any Shares,
either originally issued or previously issued and reacquired by the Issuer or
any such affiliate, unless a Registration Statement is in effect as to such
Shares under the Securities Act of 1933.


 


Section 5.8            Indemnification.


 


(a)           The
Issuer agrees to indemnify the Depositary, its directors, officers, employees,
agents and affiliates and any Custodian against, and hold each of them harmless
from, any liability or expense (including, but not limited to, any fees and
expenses incurred in seeking, enforcing or collecting that indemnity and the
reasonable fees and expenses of counsel) that may arise out of or in connection
with (a) any 


 


30

















 


registration with the
Commission of American Depositary Shares or Deposited Securities or the offer
or sale thereof in the United States or (b) acts performed or omitted,
pursuant to or in connection with the provisions of this Deposit Agreement and
of the Receipts, as the same may be amended, modified or supplemented from time
to time, (i) by either the Depositary or a Custodian or their respective
directors, officers, employees, agents and affiliates, except for any liability
or expense arising out of the negligence of any of them or the failure of any
of them to act in good faith, or (ii) by the Issuer or any of its
directors, employees, agents and affiliates.


 


(b)           The
Depositary agrees to indemnify the Issuer, its directors, officers, employees,
agents and affiliates and hold them harmless from any liability or expense
which may arise out of acts performed or omitted by the Depositary or its
Custodian or their respective directors, officers, employees, agents and affiliates
due to their negligence or failure to act in good faith.


 


(c)           The
obligations set forth in this Section 5.8 shall survive the termination of
this Deposit Agreement and the succession or substitution of any indemnified
person.


 


(d)           Any
person seeking indemnification hereunder (an “indemnified person”) shall notify
the person from whom it is seeking indemnification (“the indemnifying person”)
of the commencement of any indemnifiable action or claim promptly after such
indemnified person becomes aware of such commencement (provided that the
failure to make such notification shall not affect such indemnified person’s
rights under this Section 5.8) and shall consult in good faith with the
indemnifying person as to the conduct of the defense of such action or claim,
which shall be reasonable in the circumstances. 
No indemnified person shall compromise or settle any action or claim
without the consent of the indemnifying person.


 


Section 5.9            Charges of
Depositary.


 


The Issuer agrees to pay the fees, reasonable expenses
and out-of-pocket charges of the Depositary and those of any Registrar only in
accordance with agreements in writing entered into between the Depositary and
the Issuer from time to time.


 


The following charges shall be incurred by any party
depositing or withdrawing Shares or by any party surrendering Receipts or to
whom Receipts are issued (including, without limitation, issuance pursuant to a
stock dividend or stock split declared by the Issuer or an exchange of stock
regarding the Receipts or Deposited Securities or a distribution of Receipts
pursuant to Section 4.3), or by Owners, as applicable:  (1) taxes and other governmental
charges, (2) such registration fees as may from time to time be in effect
for the registration of transfers of Shares generally on the Share register of
the Issuer or Foreign Registrar and applicable to transfers of Shares to or
from the name of the Depositary or its nominee or the Custodian or its nominee
on the making of deposits or withdrawals hereunder, (3) such cable, telex
and facsimile 


 


31

















 


transmission expenses as
are expressly provided in this Deposit Agreement, (4) such expenses as are
incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.5,
(5) a fee of $5.00 or less per 100 American Depositary Shares (or portion
thereof) for the execution and delivery of Receipts pursuant to Section 2.3,
4.3 or 4.4 and the surrender of Receipts pursuant to Section 2.5 or 6.2, (6) a
fee for the distribution of securities pursuant to Section 4.2, such fee
being in an amount equal to the fee for the execution and delivery of American
Depositary Shares referred to above which would have been charged as a result
of the deposit of such securities (for purposes of this clause (6) treating
all such securities as if they were Shares) but which securities are instead
distributed by the Depositary to Owners, (7) a fee of $.02 or less per
American Depositary Share (or portion thereof) per annum for depositary
services, which will be payable as provided in clause (8) below; and (8) any
other charge payable by the Depositary, any of the Depositary’s agents,
including the Custodian, or the agents of the Depositary’s agents in connection
with the servicing of Shares or other Deposited Securities (which charge shall
be assessed against Owners as of the date or dates set by the Depositary in
accordance with Section 4.6 and shall be payable at the sole discretion of
the Depositary by billing such Owners for such charge or by deducting such
charge from one or more cash dividends or other cash distributions).


 


The Depositary, subject to Section 2.9 hereof,
may own and deal in any class of securities of the Issuer and its affiliates
and in Receipts.


 


Section 5.10         Retention of
Depositary Documents.


 


The Depositary is authorized to destroy those
documents, records, bills and other data compiled during the term of this
Deposit Agreement at the times permitted by the laws or regulations governing
the Depositary, unless the Issuer requests that such papers be retained for a
longer period or turned over to the Issuer or to a successor depositary.


 


Section 5.11         Available
Information.


 


The Issuer is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934 and, accordingly, files
certain reports with the Securities and Exchange Commission (hereinafter call
the “Commission”)


 


Section 5.12         List of Restricted
Securities Owners.


 


From time to time, the Issuer shall provide to the
Depositary a list setting forth, to the actual knowledge of the Issuer, those
persons or entities who beneficially own Restricted Securities and the Issuer
shall update that list on a regular basis. 
The Issuer agrees to advise in writing each of the persons or entities
so listed that such Restricted Securities are ineligible for deposit
hereunder.  The Depositary may rely on
such a list or update but shall not be liable for any action or omission made
in reliance thereon.


 


32














 


ARTICLE 6.          AMENDMENT AND
TERMINATION.


 


Section 6.1            Amendment.


 


The form of the Receipts and any provisions of this
Deposit Agreement may at any time and from time to time be amended by agreement
between the Issuer and the Depositary in any respect which they may deem
necessary or desirable.  Any amendment
which shall impose or increase any fees or charges (other than taxes and other
governmental charges, registration fees, cable, telex or facsimile transmission
costs, delivery costs and other expenses), or which shall otherwise prejudice
any substantial existing right of Owners, shall, however, not become effective
as to outstanding Receipts until the expiration of thirty days after notice of
such amendment shall have been given to the Owners of outstanding
Receipts.  Every Owner at the time any
amendment so becomes effective shall be deemed, by continuing to hold such
Receipt, to consent and agree to such amendment and to be bound by the Deposit
Agreement as amended thereby.  In no
event shall any amendment impair the right of the Owner of any Receipt to
surrender such Receipt and receive therefor the Deposited Securities
represented thereby, except in order to comply with mandatory provisions of
applicable law.


 


Section 6.2            Termination.


 


The Depositary shall at any time at the direction of
the Issuer terminate this Deposit Agreement by mailing notice of such
termination to the Owners of all Receipts then outstanding at least 60 days
prior to the date fixed in such notice for such termination.  The Depositary may likewise terminate this
Deposit Agreement by mailing notice of such termination to the Issuer and the
Owners of all Receipts then outstanding if at any time 60 days shall have
expired after the Depositary shall have delivered to the Issuer a written notice
of its election to resign and a successor depositary shall not have been
appointed and accepted its appointment as provided in Section 5.4.  On and after the date of termination, the
Owner of a Receipt will, upon (a) surrender of such Receipt at the Corporate
Trust Office of the Depositary, (b) payment of the fee of the Depositary
for the surrender of Receipts referred to in Section 2.5, and (c) payment
of any applicable taxes or governmental charges, be entitled to delivery, to
him or upon his order, of the amount of Deposited Securities represented by the
American Depositary Shares evidenced by such Receipt.  If any Receipts shall remain outstanding
after the date of termination, the Depositary thereafter shall discontinue the
registration of transfers of Receipts, shall suspend the distribution of
dividends to the Owners thereof, and shall not give any further notices or
perform any further acts under this Deposit Agreement, except that the
Depositary shall in accordance with the provisions of this Deposit Agreement
continue to collect dividends and other distributions pertaining to Deposited
Securities, shall sell property and rights as provided in this Deposit
Agreement, and shall continue to deliver Deposited Securities, together with
any dividends or other distributions received with respect thereto and the net
proceeds of the sale of any rights or other property, in exchange for Receipts
surrendered to the Depositary (after deducting, in each case, the 


 


33

















 


fee of the Depositary for
the surrender of a Receipt, any expenses for the account of the Owner of such
Receipt in accordance with the terms and conditions of this Deposit Agreement,
and any applicable taxes or governmental charges).  As soon as practicable after the expiration
of four months from the date of termination, the Depositary may sell the
Deposited Securities then held hereunder and may thereafter hold uninvested the
net proceeds of any such sale, together with any other cash then held by it
hereunder, unsegregated and without liability for interest, for the pro  rata
benefit of the Owners of Receipts which have not theretofore been surrendered,
such Owners thereupon becoming general creditors of the Depositary with respect
to such net proceeds.  After making such
sale, the Depositary shall be discharged from all obligations under this
Deposit Agreement, except to account for such net proceeds and other cash
(after deducting, in each case, the applicable fee of the Depositary for the surrender
of a Receipt, any expenses for the account of the Owner of such Receipt in
accordance with the terms and conditions of this Deposit Agreement, and any
applicable taxes or governmental charges) and except for its obligations to the
Issuer under Section 5.8.  Upon the
termination of this Deposit Agreement, the Issuer shall be discharged from all
obligations under this Deposit Agreement except for its obligations to the
Depositary under Sections 5.8 and 5.9.


 


ARTICLE 7.          MISCELLANEOUS.


 


Section 7.1            Counterparts.


 


This Deposit Agreement may be executed in any number
of counterparts, each of which shall be deemed an original and all of such
counterparts shall constitute one and the same instrument.  Copies of this Deposit Agreement shall be
retained by the Depositary and filed with the Depositary and the Custodians and
shall be open to inspection by any holder or Owner of a Receipt at the
Corporate Trust office of the Depositary and the principal corporate office of
the Custodian designated by the Custodian during business hours.


 


Section 7.2            No Third Party
Beneficiaries.


 


This Deposit Agreement is for the exclusive benefit of
the parties hereto and shall not be deemed to give any legal or equitable
right, remedy or claim whatsoever to any other person.


 


Section 7.3            Severability.


 


In case any one or more of the provisions contained in
this Deposit Agreement or in the Receipts should be or become invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein or therein shall in no way be
affected, prejudiced or disturbed thereby.


 


34

















 


Section 7.4            Holders and
Owners as Parties; Binding Effect.


 


The holders and Owners of Receipts from time to time
shall be parties to this Deposit Agreement and shall be bound by all of the
terms and conditions hereof and of the Articles and of the Receipts by
acceptance of the Receipts.  Each Owner
agrees that, by accepting a Receipt, such Owner shall hold such Receipt subject
to, and with the obligations of, the provisions hereof, the Articles and the
Shares.


 


Section 7.5            Notices.


 


Any and all notices to be given to the Issuer shall be
deemed to have been duly given if personally delivered or sent by mail or air
courier or by cable, telex or facsimile transmission confirmed by registered
mail, addressed to the Issuer at 86 Eolou Street, 10232, Athens, Greece, or any
other place to which the Issuer may have transferred its principal office.


 


Any and all notices to be given to the Depositary
shall be deemed to have been duly given if in English and personally delivered
or sent by mail or air courier or by cable, telex or facsimile transmission
confirmed by letter, addressed to The Bank of New York, 101 Barclay Street, New
York, New York 10286, telephone number (212) 815-2089, telecopy number (212)
571-3050, or any other place to which the Depositary may have transferred its
Corporate Trust Office.


 


Any and all notices to be given to any Owner shall be
deemed to have been duly given if personally delivered or sent by mail or air
courier or by cable, telex or facsimile transmission confirmed by letter,
addressed to such Owner at the address of such Owner as it appears on the
transfer books for Receipts of the Depositary, or, if such Owner shall have
filed with the Depositary a written request that notices intended for such
Owner be mailed to some other address, at the address designated in such
request.


 


Delivery of a notice sent by mail or cable, telex or
facsimile transmission shall be deemed to be effected at the time when a duly
addressed letter containing the same (or a confirmation thereof in the case of
a cable, telex or facsimile transmission) is deposited, postage prepaid, in a
post office letter box.  The Depositary
or the Issuer may, however, act upon any cable, telex or facsimile transmission
received by it from the other or from any Owner of a Receipt, notwithstanding
that such cable, telex or facsimile transmission shall not subsequently be
confirmed by letter as aforesaid.


 


Section 7.6            Governing Law.


 


This Deposit Agreement and the Receipts shall be
interpreted and all rights hereunder and thereunder and provisions hereof and
thereof shall be governed by the laws of the State of New York.


 


35

















 


Section 7.7            Survival.


 


The provisions of Section 5.8, 5.9 and 5.12 shall
survive any termination of the Deposit Agreement.


 


Section 7.8            Assignment.


 


This Deposit Agreement may not be assigned by either
the Issuer or the Depositary, except that the Depositary may assign, and
delegate its duties under, this Deposit Agreement to any affiliate of the
Depositary.


 


Section 7.9            Headings.


 


Headings contained herein are included for convenience
only and are not to be used in construing or interpreting any provision hereof.


 


Section 7.10         Compliance with
U.S. Securities Laws.


 


Notwithstanding anything in this Deposit Agreement to
the contrary, the Issuer and the Depositary each agrees that it will not
exercise any rights it has under this Deposit Agreement to prevent the
withdrawal or delivery of Deposited Securities in a manner which would violate
the U.S. securities laws, including, but not limited to, Section I.A.(1) of
the General Instructions to the Form F-6 Registration Statement, as
amended from time to time, under the Securities Act of 1933.


 


36

















 


IN WITNESS WHEREOF, NATIONAL BANK OF GREECE S.A. and
THE BANK OF NEW YORK have duly executed this agreement as of the day and year
first set forth above and all Owners and holders of Receipts shall become
parties hereto upon acceptance by them of Receipts issued in accordance with
the terms hereof.


 


	
   

  	
  NATIONAL BANK OF GREECE S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
   

  	
  as Depositary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


37














 


	
  ARTICLE 1.

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1

  	
  ACCOUNT OPERATOR

  	
  1

  
	
  SECTION 1.2

  	
  AMERICAN DEPOSITARY SHARES

  	
  1

  
	
  SECTION 1.3

  	
  ARTICLES

  	
  2

  
	
  SECTION 1.4

  	
  ARTICLE; SECTION

  	
  2

  
	
  SECTION 1.5

  	
  BENEFICIAL OWNER

  	
  2

  
	
  SECTION 1.6

  	
  COMMISSION

  	
  2

  
	
  SECTION 1.7

  	
  CUSTODIAN

  	
  2

  
	
  SECTION 1.8

  	
  DELIVER

  	
  2

  
	
  SECTION 1.9

  	
  DEPOSIT AGREEMENT

  	
  3

  
	
  SECTION 1.10

  	
  DEPOSITARY; CORPORATE TRUST OFFICE

  	
  3

  
	
  SECTION 1.11

  	
  DEPOSITED SECURITIES

  	
  3

  
	
  SECTION 1.12

  	
  DOLLARS; EURO

  	
  3

  
	
  SECTION 1.13

  	
  FOREIGN CURRENCY

  	
  3

  
	
  SECTION 1.14

  	
  FOREIGN REGISTRAR

  	
  3

  
	
  SECTION 1.15

  	
  ISSUER

  	
  3

  
	
  SECTION 1.16

  	
  OWNER

  	
  4

  
	
  SECTION 1.17

  	
  RECEIPTS

  	
  4

  
	
  SECTION 1.18

  	
  REGISTRAR

  	
  4

  
	
  SECTION 1.19

  	
  RESTRICTED SECURITIES

  	
  4

  
	
  SECTION 1.20

  	
  SECURITIES ACT OF 1933

  	
  4

  
	
  SECTION 1.21

  	
  SHARES

  	
  4

  
	
  SECTION 1.22

  	
  UNITED STATES

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2.

  	
  FORM OF RECEIPTS, DEPOSIT OF
  SHARES, EXECUTION AND DELIVERY, TRANSFER 

  	
   

  
	
  AND SURRENDER OF RECEIPTS

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1

  	
  FORM AND TRANSFERABILITY OF RECEIPTS

  	
  5

  
	
  SECTION 2.2

  	
  DEPOSIT OF SHARES

  	
  6

  
	
  SECTION 2.3

  	
  EXECUTION AND DELIVERY OF RECEIPTS

  	
  7

  
	
  SECTION 2.4

  	
  TRANSFER OF RECEIPTS; COMBINATION AND SPLIT-UP OF RECEIPTS

  	
  8

  
	
  SECTION 2.5

  	
  SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES

  	
  8

  
	
  SECTION 2.6

  	
  LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER AND
  SURRENDER OF 

  	
   

  
	
  RECEIPTS AND WITHDRAWING OF
  DEPOSITED SECURITIES

  	
  9

  
	
  SECTION 2.7

  	
  LOST RECEIPTS, ETC

  	
  10

  
	
  SECTION 2.8

  	
  CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS

  	
  10

  
	
  SECTION 2.9

  	
  MAINTENANCE OF RECORDS

  	
  10

  
	
  SECTION 2.10

  	
  UNCERTIFICATED AMERICAN DEPOSITARY SHARES; DIRECT
  REGISTRATION SYSTEM

  	
  11

  
	
  SECTION 2.11

  	
  ISSUANCE IN SERIES

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3.

  	
  CERTAIN OBLIGATIONS OF OWNERS OF
  RECEIPTS

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1

  	
  FILING PROOFS, CERTIFICATES AND OTHER INFORMATION

  	
  13

  
	
  SECTION 3.2

  	
  LIABILITY OF OWNER FOR TAXES

  	
  14

  
	
  SECTION 3.3

  	
  WARRANTIES ON DEPOSIT OF SHARES

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4.

  	
  THE DEPOSITED SECURITIES

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1

  	
  CASH DISTRIBUTIONS

  	
  15

  
	
  SECTION 4.2

  	
  DISTRIBUTIONS OTHER THAN CASH, SHARES OR RIGHTS

  	
  16

  
	
  SECTION 4.3

  	
  DISTRIBUTIONS IN SHARES

  	
  16

  
	
  SECTION 4.4

  	
  RIGHTS

  	
  17

  
	
  SECTION 4.5

  	
  CONVERSION OF FOREIGN CURRENCY

  	
  19

  
				



 


i

















 


	
  SECTION 4.6

  	
  FIXING OF RECORD DATE

  	
  20

  
	
  SECTION 4.7

  	
  VOTING OF DEPOSITED SECURITIES

  	
  20

  
	
  SECTION 4.8

  	
  CHANGES AFFECTING DEPOSITED SECURITIES

  	
  22

  
	
  SECTION 4.9

  	
  REPORTS

  	
  22

  
	
  SECTION 4.10

  	
  LISTS OF RECEIPT OWNERS

  	
  22

  
	
  SECTION 4.11

  	
  WITHHOLDING

  	
  23

  
	
  SECTION 4.12

  	
  REDEMPTION, MANDATORY REPURCHASE OR SUBSTITUTION OF
  DEPOSITED 

  	
   

  
	
   SECURITIES

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5.

  	
  THE DEPOSITARY, THE CUSTODIANS AND THE
  ISSUER

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1

  	
  MAINTENANCE OF OFFICE AND TRANSFER BOOKS BY THE DEPOSITARY

  	
  26

  
	
  SECTION 5.2

  	
  PREVENTION OR DELAY IN PERFORMANCE BY THE DEPOSITARY OR THE
  ISSUER

  	
  26

  
	
  SECTION 5.3

  	
  OBLIGATIONS OF THE DEPOSITARY, THE CUSTODIAN AND THE ISSUER

  	
  27

  
	
  SECTION 5.4

  	
  RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF
  SUCCESSOR 

  	
   

  
	
  DEPOSITARY 

  	
   

  	
  28

  
	
  SECTION 5.5

  	
  THE CUSTODIANS

  	
  29

  
	
  SECTION 5.6

  	
  NOTICES AND REPORTS

  	
  29

  
	
  SECTION 5.7

  	
  ISSUANCE AND DISTRIBUTION OF ADDITIONAL SHARES, RIGHTS, ETC

  	
  30

  
	
  SECTION 5.8

  	
  INDEMNIFICATION

  	
  30

  
	
  SECTION 5.9

  	
  CHARGES OF DEPOSITARY

  	
  31

  
	
  SECTION 5.10

  	
  RETENTION OF DEPOSITARY DOCUMENTS

  	
  32

  
	
  SECTION 5.11

  	
  AVAILABLE INFORMATION

  	
  32

  
	
  SECTION 5.12

  	
  LIST OF RESTRICTED SECURITIES OWNERS

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6.

  	
  AMENDMENT AND TERMINATION

  	
  33

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1

  	
  AMENDMENT

  	
  33

  
	
  SECTION 6.2

  	
  TERMINATION

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7.

  	
  MISCELLANEOUS

  	
  34

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1

  	
  COUNTERPARTS

  	
  34

  
	
  SECTION 7.2

  	
  NO THIRD PARTY BENEFICIARIES

  	
  34

  
	
  SECTION 7.3

  	
  SEVERABILITY

  	
  34

  
	
  SECTION 7.4

  	
  HOLDERS AND OWNERS AS PARTIES; BINDING EFFECT

  	
  35

  
	
  SECTION 7.5

  	
  NOTICES

  	
  35

  
	
  SECTION 7.6

  	
  GOVERNING LAW

  	
  35

  
	
  SECTION 7.7

  	
  SURVIVAL

  	
  36

  
	
  SECTION 7.8

  	
  ASSIGNMENT

  	
  36

  
	
  SECTION 7.9

  	
  HEADINGS

  	
  36

  
	
  SECTION 7.10

  	
  COMPLIANCE WITH U.S. SECURITIES LAWS

  	
  36

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A — FORM OF RECEIPT

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1.

  	
  THE DEPOSIT AGREEMENT

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2.

  	
  SURRENDER OF RECEIPTS AND WITHDRAWAL OF
  SHARES

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3.

  	
  TRANSFERS, SPLIT-UPS, AND COMBINATIONS
  OF RECEIPTS

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4.

  	
  LIABILITY OF OWNER FOR TAXES

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5.

  	
  WARRANTIES OF DEPOSITORS

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6.

  	
  FILING PROOFS, CERTIFICATES AND OTHER
  INFORMATION

  	
  5

  
				



 


ii

















 


	
  ARTICLE 7.

  	
  CHARGES OF DEPOSITARY

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8.

  	
  [RESERVED.]

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9.

  	
  TITLE TO RECEIPTS

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10.

  	
  VALIDITY OF RECEIPT

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11.

  	
  REPORTS; INSPECTION OF TRANSFER BOOKS

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12.

  	
  DIVIDENDS AND DISTRIBUTIONS

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13.

  	
  RIGHTS

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE 14.

  	
  CONVERSION OF FOREIGN CURRENCY

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE 15.

  	
  FIXING OF RECORD DATE

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE 16.

  	
  VOTING OF DEPOSITED SECURITIES

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE 17.

  	
  CHANGES AFFECTING DEPOSITED SECURITIES

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE 18.

  	
  LIABILITY OF THE ISSUER AND DEPOSITARY

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE 19.

  	
  RESIGNATION AND REMOVAL OF THE
  DEPOSITARY; APPOINTMENT OF SUCCESSOR 

  	
   

  
	
  CUSTODIAN

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE 20.

  	
  AMENDMENT

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE 21.

  	
  TERMINATION OF DEPOSIT AGREEMENT

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE 22.

  	
  COMPLIANCE WITH U.S. SECURITIES LAWS

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE 23.

  	
  UNCERTIFICATED AMERICAN DEPOSITARY
  SHARES; DIRECT REGISTRATION SYSTEM

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE 24.

  	
  ISSUANCE IN SERIES

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE 25.

  	
  REDEMPTION, MANDATORY REPURCHASE OR
  SUBSTITUTION OF DEPOSITED 

  	
   

  
	
  SECURITIES

  	
  22

  



 


iii














 


Exhibit A to the Deposit Agreement


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AMERICAN DEPOSITARY SHARES, 

  SERIES

  
	
   

  	
   

  	
  (Each American Depositary Share represents one
  deposited Share)

  



 


THE BANK
OF NEW YORK


AMERICAN DEPOSITARY RECEIPT, SERIES


FOR PREFERENCE SHARES, SERIES


NOMINAL VALUE OF         
EACH,


OF


NATIONAL BANK OF GREECE S.A.


(ORGANIZED UNDER THE LAWS OF GREECE)


 


The Bank of New York as depositary (hereinafter called
the “Depositary”), hereby certifies that
                    ,
or registered assigns IS THE OWNER OF


 


AMERICAN DEPOSITARY SHARES, SERIES


 


representing deposited preference shares in registered
form of National Bank of Greece S.A., organized under the laws of Greece
(herein called the “Issuer”).  At the
date hereof, each American Depositary Share represents one Share which is
either deposited or subject to deposit under the Deposit Agreement at the
principal Athens, Greece office of National Bank of Greece S.A., as custodian
(herein called the “Custodian”) for the Depositary.  The Depositary’s Corporate Trust Office is
located at a different address than its principal executive office.  Its Corporate Trust Office is located at
101 Barclay Street, New York, N.Y. 10286, and its principal executive
office is located at One Wall Street, New York, N.Y. 10286.


 


	
   

  	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
   

  	
  as Depositary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Officer

  



 


Dated: 
              ,


 


	
  Countersigned:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  



 


THE DEPOSITARY’S CORPORATE TRUST OFFICE ADDRESS IS


101 BARCLAY STREET, NEW YORK, N.Y. 10286


 


1

















 


ARTICLE
1.  THE DEPOSIT AGREEMENT.


 


This American Depositary Receipt is one of an issue
(herein called “Receipts”), all issued and to be issued upon the terms and
conditions set forth in the deposit agreement dated as of
              ,
2008 (herein called the “Deposit Agreement”) by and among the Issuer, the
Depositary, and all Owners and Beneficial Owners from time to time of American
Depositary Shares issued thereunder, each of whom by accepting this Receipt
agrees to become a party thereto and become bound by all the terms and
conditions thereof.  The Deposit
Agreement sets forth the rights of Owners and Beneficial Owners of the Receipts
and the rights and duties of the Depositary in respect or in lieu of the Shares
deposited or deemed to be deposited thereunder and any and all other
securities, property and cash from time to time received in respect or in lieu
of such Shares and held thereunder (such Shares, securities, property, and cash
are herein called “Deposited Securities”). 
Copies of the  Deposit Agreement
are on file at the Depositary’s Corporate Trust Office in The City of New York
and at the office of the Custodian.


 


The statements made on the face and reverse of this
Receipt are summaries of certain provisions of the Deposit Agreement and are
qualified by and subject to the detailed provisions of the Deposit Agreement,
to which reference is hereby made. 
Capitalized terms defined in the Deposit Agreement and not defined
herein shall have the meanings set forth in the Deposit Agreement.


 


ARTICLE
2.  SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.


 


Upon surrender at the Corporate Trust Office of the
Depositary of this Receipt for the purpose of withdrawal of the Deposited
Securities represented by the American Depositary Shares evidenced by such
Receipt, and upon payment of the fee of the Depositary for the surrender of
Receipts as provided in Section 5.9 of the Deposit Agreement and payment
of all taxes and governmental charges payable in connection with such surrender
and withdrawal of the Deposited Securities, and subject to the terms and
conditions of the Deposit Agreement, the Articles and the Deposited Securities,
the Owner of such Receipt acting for itself or on behalf of the Beneficial
Owner, as the case may be, shall be entitled to delivery, to him or upon his
order, as permitted by applicable law, of the amount of Deposited Securities at
the time represented by the American Depositary Shares evidenced by such
Receipt.  Such delivery shall be made, as
hereinafter provided, without unreasonable delay.


 


A Receipt surrendered under Section 2.5 of the
Deposit Agreement may be required by the Depositary to be properly endorsed in
blank or accompanied by a proper instrument or instruments of transfer in
blank, and if the Depositary so requires, the Owner thereof or the Beneficial
Owner of an interest as to which withdrawal instructions have been given, as
the case may be, shall execute and deliver to the Depositary a written order
directing the Depositary to cause the Deposited Securities being withdrawn to
be registered, as provided for above or delivered to or upon the written order
of a person or persons designated in such order, as permitted by applicable
law.  Thereupon the 


 


2

















 


Depositary shall direct
the Custodian to deliver at its office, to or upon the written order of the
person or persons designated in the order delivered to the Depositary if so
required by the Depositary and as above provided, the amount of Deposited Securities
represented by the American Depositary Shares evidenced by such Receipt, except
that the Depositary may make delivery to such person or persons at the
Corporate Trust Office of the Depositary of any dividends or distributions with
respect to the Deposited Securities represented by the American Depositary
Shares evidenced by such Receipt or such beneficial interest, or of any
proceeds of sale of any dividends, distributions or rights, which may at the
time be held by the Depositary.


 


At the request, risk and expense of any Owner so
surrendering a Receipt, the Depositary shall direct the Custodian to transfer
or forward any certificate or other proper documents of title, if any, for the
Deposited Securities represented by the American Depositary Shares evidenced by
such Receipt to the Depositary for delivery at the Corporate Trust Office of
the Depositary.  Such direction shall be
given by letter or, at the request, risk and expense of such Owner, by cable,
telex or facsimile transmission.


 


ARTICLE
3.  TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF
RECEIPTS.


 


The Depositary, subject to the terms and conditions of
the Deposit Agreement, shall register transfers of Receipts on the books of the
Depositary from time to time upon surrender of this Receipt, by the Owner
hereof in person or by a duly authorized attorney, properly endorsed or
accompanied by a proper instrument or instruments of transfer and duly stamped
as may be required by the laws of the State of New York and the
United States, and subject to the payment of funds sufficient to pay any
applicable transfer taxes and the fees and expenses of the Depositary as
provided in Section 5.9 of the Deposit Agreement.  Thereupon the Depositary shall execute a new
Receipt or Receipts and deliver the same to or upon the order of the person
entitled thereto.


 


This Receipt may be split into other such Receipts, or
may be combined with other such Receipts into one Receipt, representing the
same aggregate number of American Depositary Shares as the Receipt or Receipts
surrendered.  The Depositary may deliver
this Receipt or Receipts in exchange for an unrestricted depositary receipt or
unrestricted depositary receipts, upon the same terms and subject to the same
conditions as apply to a deposit for this Receipt under Section 2.2(b) of
the Deposit Agreement.  As a condition
precedent to the execution and delivery, registration of transfer, split-up,
combination or surrender of any Receipt or transfer or withdrawal of any
Deposited Securities, or adjustment of the Depositary’s records to reflect the
deposit of Shares or any such transfer, split-up, combination, surrender or
withdrawal,  the Depositary, the Issuer,
the Custodian or the Registrar may require payment from the Owner, the depositor
of Shares or the presentor of the Receipt of a sum sufficient to reimburse it
for any tax, duty or other governmental charge and any stock transfer or
registration fee with respect thereto (including any such tax or charge or fee
with respect to the Shares being deposited or withdrawn) and payment of any
applicable fees as herein provided, may 


 


3

















 


require the production of proof satisfactory to it as
to the identity and genuineness of any signature and may also require
compliance with any regulations the Depositary may establish consistent with
the provisions of the Deposit Agreement.


 


The delivery of Receipts against deposits of Shares
generally or against or in order to reflect deposits of particular Shares may
be suspended, or deposits of Shares may be withheld, or the registration of
transfer of Receipts in particular instances may be withheld, or the
registration of transfer of outstanding Receipts, their split-up or combination
may be suspended generally or in particular instances, during any period when
the transfer books of the Depositary or the Issuer or the Foreign Registrar, if
applicable, are closed, or if any such action is deemed necessary or advisable
by the Depositary or the Issuer at any time or from time to time because of any
requirement of law or of any government or governmental body or commission, or
under any provision of the Deposit Agreement, or for any other reason, subject
to the provisions of Section 7.7 of the Deposit Agreement. Notwithstanding
any other provision of the Deposit Agreement or the Receipts, the surrender of
outstanding Receipts and withdrawal of Deposited Securities, may not be
suspended subject only to (i) temporary delays caused by closing the
transfer books of the Depositary or the Issuer or the deposit of Shares in
connection with voting at a shareholders’ meeting, or the payment of dividends,
(ii) the payment of fees, taxes and similar charges, and (iii) compliance
with any U.S. or foreign laws or governmental regulations relating to the
Receipts or to the withdrawal of the Deposited Securities.  Without limitation of the foregoing, the
Depositary shall not knowingly accept for deposit under the Deposit Agreement
any Shares required to be registered under the provisions of the Securities Act
of 1933, unless a registration statement is in effect as to such Shares.


 


ARTICLE
4.  LIABILITY OF OWNER FOR TAXES.


 


If any tax or other governmental charge shall become
payable by the Custodian or the Depositary with respect to this Receipt or any
Deposited Securities represented by the American Depositary Shares evidenced by
this Receipt, such tax or other governmental charge will be payable by the
Owner hereof to the Depositary, and such Owner or Beneficial Owner shall be
deemed liable hereof.  The Depositary may
refuse to effect registration of transfer of this Receipt or any split-up or
combination thereof or any transfer and withdrawal of Deposited Securities
represented by American Depositary Shares evidenced by this Receipt until such
payment is made, and may withhold any dividends or other distributions in
respect of any Deposited Securities, or may sell for the account of the Owner
or Beneficial Owner hereof any part or all of the Deposited Securities
represented by the American Depositary Shares evidenced by this Receipt, and
may apply such dividends or other distributions or the proceeds of any such
sale in payment of such tax, duty, or other governmental charge (and any taxes
and expenses arising or incurred as a result of effecting any such sale) and the
Owner hereof will remain liable for any deficiency.


 


4

















 


ARTICLE
5.  WARRANTIES OF DEPOSITORS.


 


Every person depositing Shares under the Deposit
Agreement shall be deemed thereby to represent and warrant that such Shares are
validly issued, fully paid, nonassessable and free of any pre-emptive rights of
the holders of outstanding Shares and that the person making such deposit is
duly authorized so to do.  Every such
person shall also be deemed to represent that the deposit of such Shares and
the sale of Receipts evidencing American Depositary Shares representing such
Shares by that person are not restricted under the Securities Act of 1933.  Such representations and warranties shall
survive the deposit of Shares and issuance of Receipts.


 


ARTICLE
6.  FILING PROOFS, CERTIFICATES AND OTHER
INFORMATION.


 


Any person presenting Shares for deposit or any Owner
or Beneficial Owner of this Receipt may be required from time to time to file
with the Depositary or the Custodian such proof of citizenship or residence,
exchange control approval, proof of the identity of any person legally or
beneficially interested in this Receipt and the nature of such interest, proof
of compliance with all applicable laws and regulations and provisions of or
governing Deposited Securities and the terms of the Deposit Agreement or such
information relating to the registration on the books of the Issuer or the
appointed agent of the Issuer for transfer and registration of Shares, which
may but need not be the Foreign Registrar, if applicable, of the Shares
presented for deposit or other information, to execute such certificates and to
make such representations and warranties, as the Depositary may deem necessary
or proper.  The Depositary may withhold
the delivery or registration of transfer of any Receipt or the distribution of
any dividend or sale of any dividend or distribution of rights or of the
proceeds thereof or the delivery of any Deposited Securities underlying such
Receipt until such proof or other information is filed or such certificates are
executed or such representations and warranties made.  Upon written request of the Issuer, the
Depositary shall provide the Issuer, in a timely manner, with copies of all
such certificates, proofs of citizenship or residence and such written
representations and warranties provided to the Depositary under Section 3.1
of the Deposit Agreement.  Each Owner
agrees to provide any information requested by the Issuer or the Depositary
pursuant to this paragraph.


 


The Depositary shall not accept any deposit of Shares
under the Deposit Agreement unless the Issuer has consented in writing to the
deposit of those Shares.  In addition, no
Share shall be accepted for deposit unless accompanied by evidence, if any is
required by the Depositary, that is reasonably satisfactory to the Depositary
that all conditions to such deposit have been satisfied by the person
depositing such Shares under the laws and regulations of Greece and that any
necessary approval has been granted by any governmental body in the laws of
Greece, if any, which is then performing the function of the regulation of
currency exchange, including a certificate by or on behalf of the person
depositing such Shares that there are no restrictions in the Greek exchange
control laws then in force that are applicable to the transfer to the
Depositary of dividends 


 


5

















 


or any other rights arising out of the Depositary’s
acquisition, holding or disposal of such Shares within or outside Greece or to
the receipt of proceeds upon disposal of such Shares or the conversion, by or
on behalf of the Depositary, of such amounts denominated in Euros into any
other currency.


 


Upon each delivery to a Custodian of evidence of
Shares to be deposited under the Deposit Agreement, together with the other
documents above specified, such Custodian shall, as soon as transfer and
recordation can be accomplished, subsequent to receipt by the Depositary or its
nominee or the Custodian of any required government approvals, present such
evidence to the Issuer or the Foreign Registrar, if applicable, for transfer
and recordation of the Shares being deposited in the name of the Depositary or
its nominee or such Custodian or its nominee.


 


Deposited Securities shall be held by the Depositary
or by a Custodian in the name of the Depositary, if applicable, for the benefit
of the Owners and Beneficial Owners.


 


ARTICLE
7.  CHARGES OF DEPOSITARY.


 


The Issuer agrees to pay
the fees, reasonable expenses and out-of-pocket charges of the Depositary and
those of any Registrar only in accordance with agreements in writing entered
into between the Depositary and the Issuer from time to time.


 


The following charges shall be incurred by any party
depositing or withdrawing Shares or by any party surrendering Receipts or to
whom Receipts are issued (including, without limitation, issuance pursuant to a
stock dividend or stock split declared by the Issuer or an exchange of stock
regarding the Receipts or Deposited Securities or a distribution of Receipts
pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as
applicable:  (1) taxes and other
governmental charges, (2) such registration fees as may from time to time
be in effect for the registration of transfers of Shares generally on the Share
register of the Issuer or Foreign Registrar and applicable to transfers of
Shares to or from the name of the Depositary or its nominee or the Custodian or
its nominee on the making of deposits or withdrawals hereunder, (3) such
cable, telex and facsimile transmission expenses as are expressly provided in
the Deposit Agreement, (4) such expenses as are incurred by the Depositary
in the conversion of foreign currency pursuant to Section 4.5 of the
Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary
Shares (or portion thereof) for the execution and delivery of Receipts pursuant
to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the surrender of
Receipts pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a
fee for the distribution of securities pursuant to Section 4.2 of the
Deposit Agreement, such fee being in an amount equal to the fee for the
execution and delivery of American Depositary Shares referred to above which
would have been charged as a result of the deposit of such securities (for
purposes of this clause (6) treating all such securities as if they were
Shares) but which securities are instead distributed by the Depositary to
Owners, (7) a fee of $.02 or less per American Depositary Share (or
portion thereof) per annum for depositary services, which 


 


6

















 


will be payable as provided in clause (8) below;
and (8) any other charge payable by the Depositary, any of the Depositary’s
agents, including the Custodian, or the agents of the Depositary’s agents in
connection with the servicing of Shares or other Deposited Securities (which
charge shall be assessed against Owners as of the date or dates set by the
Depositary in accordance with Section 4.6 of the Deposit Agreement and
shall be payable at the sole discretion of the Depositary by billing such
Owners for such charge or by deducting such charge from one or more cash
dividends or other cash distributions).


 


The Depositary, subject
to Section 2.9 of the Deposit Agreement, may own and deal in any class of
securities of the Issuer and its affiliates and in Receipts.


 


ARTICLE
8.  [Reserved.]


 


ARTICLE
9.  TITLE TO RECEIPTS.


 


Title to this Receipt (and to the American Depositary
Shares evidenced hereby), when properly endorsed or accompanied by a proper
instrument or instruments of transfer and transferred in accordance with the
terms of the Deposit Agreement, including, without limitation, Sections 2.4 and
2.6 of the Deposit Agreement, is transferable by delivery with the same effect
as in the case of a negotiable instrument; provided, however,
that the Issuer and the Depositary, notwithstanding any notice to the contrary,
may treat the Owner hereof as the absolute owner hereof for the purpose of
determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in the Deposit Agreement and for
all other purposes and neither the Depositary nor the Issuer shall have any
obligation or be subject to any liability under the Deposit Agreement to any
holder of this Receipt, unless such holder is the Owner hereof.


 


ARTICLE
10.  VALIDITY OF RECEIPT.


 


This Receipt will not be entitled to any benefits
under the Deposit Agreement or be valid or obligatory for any purpose, unless
this Receipt shall have been executed by the Depositary by the manual or
facsimile signature of a duly authorized signatory of the Depositary; and if a
Registrar for the Receipts shall have been appointed and such Receipts are countersigned
by the manual or facsimile `signature of a duly authorized officer of the
Registrar.


 


ARTICLE
11.   REPORTS; INSPECTION OF TRANSFER BOOKS.


 


The Company is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934 and, accordingly, files
certain reports with the Securities and Exchange Commission (hereinafter called
the “Commission”).


 


Such reports and communications will be available for
inspection and copying at the public reference facilities maintained by the
Commission located at 100 F. Street, N.E., Washington, D.C. 20549.


 


7

















 


The Depositary will make available for inspection by
Owners of Receipts at its Corporate Trust Office any reports and
communications, including any proxy soliciting material, received from the
Company which are both (a) received by the Depositary as the holder of the
Deposited Securities and (b) made generally available to the holders of
such Deposited Securities by the Company. 
The Depositary will also, upon written request, send to Owners of
Receipts copies of such reports when furnished by the Company pursuant to the
Deposit Agreement.  Any such reports and
communications, including any such proxy soliciting material, furnished to the
Depositary by the Company shall be furnished in English.


 


The Depositary will keep books for the registration of
Receipts and transfers of Receipts which at all reasonable times shall be open
for inspection by the Owners of Receipts provided that such inspection shall
not be for the purpose of communicating with Owners of Receipts in the interest
of a business or object other than the business of the Company or a matter
related to the Deposit Agreement or the Receipts.


 


ARTICLE
12.  DIVIDENDS AND DISTRIBUTIONS.


 


Whenever the Depositary or the Custodian shall receive
any cash dividend or other cash distribution by the Issuer on any Deposited
Securities, subsequent to receipt thereof from the Issuer, the Depositary
shall, if such cash is received in Foreign Currency, subject to the provisions
of Section 4.5 of the Deposit Agreement as promptly as practicable,
convert such dividend or distribution into Dollars and shall distribute, as
promptly as practicable, the amount thus received (net of the fees of the
Depositary as provided in Section 5.9 of the Deposit Agreement, if
applicable) to the Owners entitled thereto, in proportion to the number of
American Depositary Shares representing such Deposited Securities evidenced by
Receipts held by them respectively; provided, however, that in
the event that the Issuer or the Depositary shall be required to withhold and
does withhold from such cash dividend or such other cash distribution in
respect of any Deposit Security an amount on account of taxes or other
governmental charges, the amount distributed to the Owner of the Receipts
evidencing American Depositary Shares representing such Deposited Securities
shall be reduced accordingly.  The
Depositary shall not, and the Owners and Beneficial Owners will be deemed to
have irrevocably authorized and instructed the Depositary not to, demand that
payment of an annual dividend declared in respect of Deposited Securities be
made as permitted under Greek law (namely after the expiration of a two-month
period following the general shareholders’ meeting that declared such annual
dividend) other than on the dividend payment dates specified in the terms of
the Deposited Securities.  The parties
acknowledge that the Issuer intends to pay dividends on the Deposited
Securities in quarterly installments. 
For the avoidance of doubt, the covenant and the deemed authorization
and instruction set forth in this paragraph shall apply to each annual dividend
declared in respect of the Deposited Securities.  If requested in writing by the Issuer in connection
with the declaration of an annual dividend, the Depositary will confirm to
the Issuer in writing that it will not demand payment of that annual 


 


8

















 


dividend as
permitted under Greek law as described above, but will accept payment on the
dates specified in the terms of the Deposited Securities.


 


Subject to the provisions of Sections 4.11 and
5.9 of the Deposit Agreement, whenever the Custodian shall receive any
distribution other than a distribution described in Section 4.1, 4.3 or
4.4 of the Deposit Agreement, subsequent receipt thereof from the Issuer, the
Depositary shall cause the securities or property received by it to be
distributed to the Owners entitled thereto, in proportion to the number of American
Depositary Shares representing such Deposited Securities evidenced by Receipts
held by them respectively, in any manner that the Depositary may deem equitable
and practicable for accomplishing such distribution; provided, however,
that if in the opinion of the Depositary such distribution cannot be made
proportionately among the Owners entitled thereto, or if for any other reason
(including, but not limited to, any securities law requirements, any
requirement that the Issuer, the Depositary or the Custodian withhold an amount
on account of taxes or other governmental charges or that such securities must
be registered under the Securities Act of 1933 in order to be distributed to
Owners or holders of Receipts) the Depositary deems such distribution not to be
feasible, the Depositary may adopt such method as it may deem equitable and
practicable for the purpose of effecting such distribution, including, but not
limited to, the public or private sale of the securities or property thus
received, or any part thereof, and the net proceeds of any such sale (net of
the fees of the Depositary as provided in Section 5.9 of the Deposit
Agreement) shall be distributed by the Depositary to the Owners entitled
thereto, as in the case of a distribution received in cash, provided that any
unsold balance of such securities or property may be distributed by the
Depositary to the Owners entitled thereto in accordance with securities laws
and such equitable and practicable method as the Depositary shall have adopted.  The Depositary may withhold any distribution
of securities under Section 4.2 of the Deposit Agreement if it has not
received satisfactory assurances that the distribution does not require
registration under the Securities Act of 1933. 
The Depositary may sell, by public or private sale, an amount of
securities or other property it would otherwise distribute under Section 4.2
of the Deposit Agreement that is sufficient to pay its fees and expenses in
respect of that distribution.


 


If any distribution upon any Deposited Securities
consists of a dividend in, or free distribution of, Shares, the Depositary may,
with the Issuer’s approval, subsequent to receipt thereof from the Issuer, and
shall if the Issuer shall so request, distribute as promptly as practicable to
the Owners of outstanding Receipts entitled thereto, in proportion to the
number of American Depositary Shares representing such Deposited Securities
evidenced by Receipts held by them respectively, additional Receipts evidencing
an aggregate number of American Depositary Shares representing the amount of
Shares received as such dividend or free distribution, subject to the terms and
conditions of the Deposit Agreement with respect to the deposit of Shares and
the issuance of American Depositary Shares evidenced by Receipts, including the
withholding of any tax or other governmental charge as provided in Section 4.11
of the Deposit Agreement and the payment of the fees of the Depositary as
provided in 


 


9

















 


Section 5.9 of the Deposit Agreement (and the
Depositary may sell, by public or private sale, an amount of the Shares
received that is sufficient to pay its fees and expenses in respect of that
distribution).  In lieu of delivering
Receipts for fractional American Depositary Shares in any such case, the
Depositary shall sell the amount of Shares represented by the aggregate of such
fractions and distribute the net proceeds, all in the manner and subject to the
conditions described in Section 4.1 of the Deposit Agreement.  If additional Receipts are not so
distributed, each American Depositary Share shall thenceforth also represent
the additional Shares distributed upon the Deposited Securities represented
thereby.


 


The Depositary may withhold any distribution of
Receipts under Section 4.3 of the Deposit Agreement subject to its
satisfaction that such distribution does not require registration under the
Securities Act of 1933 or is exempt from registration under the provisions of
such Act.


 


In the event that the Depositary determines that any
distribution in property (including Shares and rights to subscribe therefor) is
subject to any tax or other governmental charge which the Depositary is
obligated to withhold, the Depositary may by public or private sale dispose of
all or a portion of such property (including Shares and rights to subscribe
therefor) in such amounts and in such manner as the Depositary deems necessary
and practicable to pay any such taxes or charges and the Depositary shall
distribute the net proceeds of any such sale after deduction of such taxes or
charges to the Owners entitled thereto in proportion to the number of American
Depositary Shares representing such Deposited Securities evidenced by Receipts
held by them respectively.


 


ARTICLE
13.  RIGHTS.


 


Unless otherwise agreed in writing between the Issuer
and the Depositary, the Depositary will, and the Owners and Beneficial Owners
will be deemed to have irrevocably authorized and instructed the Depositary to,
waive any pre-emptive or similar rights to which it may otherwise be entitled
as a holder of Deposited Securities. 
Owners and Beneficial Owners also will be deemed to have authorized and
instructed the Depositary to give a proxy to a member of the Board of Directors
of the Issuer to attend any meeting of holders of Deposited Securities and vote
all the Deposited Securities in favor of waiving such preemptive rights.


 


In the event that the Issuer shall offer or cause to
be offered to the holders of any Deposited Securities any rights to subscribe
for additional Shares or any rights of any other nature and the Issuer and
Depositary agree that the Depositary will not waive those rights in accordance
with Section 4.4 of the Deposit Agreement, In the event that the Issuer
shall offer or cause to be offered to the holders of any Deposited Securities
any rights to subscribe for additional Shares or any rights of any other
nature, the Depositary, after consultation with the Issuer shall have
discretion as to the procedure to be followed in making such rights available
to any Owners or in disposing of such rights on behalf of any Owners and making
the net proceeds available in Dollars to such Owners or, if by the 


 


10

















 


terms of such rights offering or for any other reason,
the Depositary may not either make such rights available to any Owners or
dispose of such rights and make the net proceeds available to such Owners, then
the Depositary shall allow the rights to lapse; provided, however,
if at the time of the offering of any rights the Depositary determines in its
discretion that it is lawful and feasible to make such rights available to all
Owners or to certain Owners but not to other Owners, the Depositary may, after
consultation with the Issuer, distribute to any Owner to whom it determines the
distribution to be lawful and feasible, in proportion to the number of American
Depositary Shares representing such Deposited Securities evidenced by Receipts
held by such Owner, warrants or other instruments therefor in such form as it
deems appropriate.  If the Depositary
determines in its discretion that it is not lawful and feasible to make such
rights available to certain Owners, it may after consultation with the Issuer,
and if requested in writing by the Issuer, shall sell the rights, warrants or
other instruments in proportion to the number of American Depositary Shares
held by the Owners to whom it has determined it may not lawfully or feasibly
make such rights available, and allocate the net proceeds of such sales (net of
the fees of the Depositary as provided in Section 5.9 of the Deposit
Agreement and all taxes and governmental charges payable in connection with
such rights and subject to the terms and conditions of the Deposit Agreement)
for the account of such Owners otherwise entitled to such rights, warrants or
other instruments, upon an averaged or other practical basis without regard to
any distinctions among such Owners because of exchange restrictions or the date
of delivery of any Receipt or Receipts or otherwise.  The Depositary shall not be responsible for
any failure to determine that it may be lawful or feasible to make such rights
available to Owners in general or any Owner or Owners in particular.


 


If an Owner of Receipts requests the distribution of
warrants or other instruments in order to exercise the rights allocable to the
American Depositary Shares of such Owner under the Deposit Agreement, the
Depositary will make such rights available to such Owner upon written notice
from the Issuer to the Depositary that (a) the Issuer has elected in its
sole discretion to permit such rights to be exercised and (b) such Owner
has executed such documents as the Issuer has determined in its sole discretion
are reasonably required under applicable law. 
Upon instruction pursuant to such warrants or other instruments to the
Depositary from such Owner to exercise such rights, upon payment by such Owner
to the Depositary for the account of such Owner of an amount equal to the
purchase price of the Shares to be received upon the exercise of the rights,
and upon payment of the fees of the Depositary as set forth in such warrants or
other instruments, the Depositary shall, on behalf of such Owner, exercise the
rights and purchase the Shares, and the Issuer shall cause the Shares so
purchased to be delivered to the Depositary on behalf of such Owner.  As agent for such Owner, the Depositary will
cause the Shares so purchased to be deposited pursuant to Section 2.2 of
the Deposit Agreement, and shall, pursuant to Section 2.3 of the Deposit
Agreement, execute and deliver to such Owner.


 


11














 


If registration
under the Securities Act of 1933 of the securities to which any rights relate
is required in order for the Issuer to offer such rights to Owners and sell the
securities upon the exercise of such rights to Owners, the Depositary will not
offer such rights to the Owners having an address in the United States unless
and until such a registration statement is in effect, or unless the offering
and sale of such securities to the Owners of such Receipts are exempt from
registration under the provisions of such Act.


 


Notwithstanding
any terms of the Deposit Agreement to the contrary, the Issuer shall have no
obligation to prepare and file a registration statement for any purpose.


 


ARTICLE 14.       CONVERSION
OF FOREIGN CURRENCY.


 


Subject to any
restrictions imposed by the laws of Greece, regulations or applicable permits
issued by any governmental body in Greece, if any, which is then performing the
function of the regulation of currency exchange, whenever the Depositary or the
Custodian shall receive Foreign Currency, by way of dividends or other
distributions or Deposited Securities or the net proceeds from the sale of
securities, property or rights, and if at the time of the receipt thereof the
Foreign Currency so received can in the judgment of the Depositary be converted
on a reasonable basis into Dollars and the resulting Dollars (net of reasonable
and customary expenses incurred by the Depositary in conversion of the Foreign
Currency) transferred to the United States, the Depositary shall convert or cause
to be converted as promptly as practicable, by sale or in any other manner that
it may determine, such Foreign Currency into Dollars, and such Dollars shall be
distributed as promptly as practicable to the Owners entitled thereto or, if
the Depositary shall have distributed any warrants or other instruments which
entitle the holders thereof to such Dollars, then to the holders of such
warrants and/or instruments, as applicable, upon surrender thereof for
cancellation in whole or in part depending upon the terms of such warrants or
other instruments.  Such distribution
shall be made in proportion to the number of American Depositary Shares
representing Deposited Securities evidenced by Receipts held respectively by
such Owners entitling them to such Dollars and may be made upon an averaged or
other practicable basis without regard to any distinctions among Owners on
account of exchange restrictions, the date of delivery of any Receipt or
otherwise and shall be net of any expenses of conversion into Dollars incurred
by the Depositary as provided in Section 5.9 of the Deposit Agreement.


 


If such conversion
or distribution can be effected only with the approval or license of any
government or agency thereof, the Depositary shall file such application for
approval or license, if any, as it may deem desirable.


 


If at any time the
Depositary shall determine that in its judgment any Foreign Currency received
by the Depositary is not convertible on a reasonable basis into Dollars
transferable to the United States, or if any approval or license of any
government or agency thereof which is required for such conversion is denied or
in the opinion of the Depositary is not obtainable, or if any such approval or
license is not obtained within a 


 


12

















 


reasonable period as determined by the Depositary, the Depositary may
distribute the Foreign Currency (or an appropriate document evidencing the
right to receive such Foreign Currency) received by the Depositary to, or in its
discretion may hold such Foreign Currency uninvested and without liability for
interest thereon for the respective accounts of, the Owners entitled to receive
the same.


 


If any such
conversion of Foreign Currency, in whole or in part, cannot be effected for
distribution to some of the Owners entitled thereto, the Depositary may in its
discretion make such conversion and distribution in Dollars to the extent
permissible to the Owners entitled thereto and may distribute the balance of
the Foreign Currency received by the Depositary to, or hold such balance
uninvested and without liability for interest thereon for the respective
accounts of, the Owners entitled thereto.


 


ARTICLE 15.       FIXING
OF RECORD DATE.


 


Whenever any cash
dividend or other cash distribution shall become payable or any distribution
other than cash or rights shall be made, or whenever rights shall be issued
with respect to the Deposited Securities (and the Depositary will not waive
those rights in accordance with Section 4.4 of the Deposit Agreement), or
whenever for any reason the Depositary causes a change in the number of Shares
that are represented by each American Depositary Share, or whenever the
Depositary shall receive notice of any meeting of holders of Shares or other
Deposited Securities in respect of which Owners are entitled to give
instructions under Section 4.7 of the Deposit Agreement, or whenever the
Depositary shall find it necessary or convenient, the Depositary shall fix a
record date, which shall be as near as practicable to any corresponding record
date set by the Issuer (a) for the determination of the Owners who shall
be (i) entitled to receive such dividend, distribution or rights or the
net proceeds of the sale thereof or (ii) entitled to give or to forward
instructions for the exercise of voting rights at any such meeting, or (iii) entitled
to receive information on such meetings as provided in the Deposit Agreement,
or (b) for fixing the date on or after which each American  Depositary Share will represent the changed number
of Shares.  Subject to the provisions of
Sections 4.1 through 4.5 of the Deposit Agreement and to the other terms and
conditions of the Deposit Agreement, the Owners on such record date shall be
entitled, as the case may be, to receive the amount distributable by the
Depositary with respect to such dividend or other distribution or such rights
or the net proceeds of sale thereof in proportion to the number of American
Depositary Shares evidenced by Receipts held by them respectively and to give
voting instructions, to exercise the rights of Owners under the Deposit
Agreement with respect to such changed number of Shares and to act in respect
of any other such matter.


 


ARTICLE 16.       VOTING
OF DEPOSITED SECURITIES.


 


Except in the case
of any question to be voted upon at a meeting of holders of Deposited
Securities that may materially affect the rights of holders of those Deposited
Securities (which determination of materiality will be made reasonably and in
good faith 


 


13

















 


by the Issuer and communicated by the Issuer to the Depositary), Owners
and Beneficial Owners shall not be entitled to instruct the Depositary as to
voting of the Deposited Securities, but rather will be deemed to have
instructed the Depositary to give a discretionary proxy to a member of the
Board of Directors of the Issuer designated by the Issuer, and the Depositary
will give such a proxy unless it has been notified by the Issuer that it does
wish for that proxy to be given.


 


Upon receipt of
notice of any meeting of holders of Shares or other Deposited Securities, if
the Depositary has received notice from the Issuer that a question is to be
voted upon that may materially affect the rights of holders of Deposited
Securities (and the Issuer agrees to give that notice to the Depositary as
promptly as practicable, if applicable), and if the Issuer so requests in
writing, the Depositary shall, as soon as practicable thereafter, mail to the
Owners of American Depositary Shares representing those Deposited Securities a
notice, the form of which notice shall be in the sole discretion of the
Depositary, which shall contain (a) such information as is contained in
such notice of meeting received by the Depositary from the Issuer, (b) a
statement that the Owners of those American Depositary Shares as of the close
of business on a specified record date will be entitled, subject to any
applicable provision of Greek law and of the Articles of the Issuer, to
instruct the Depositary as to the exercise of the voting rights, if any,
pertaining to the amount of Shares or other Deposited Securities represented by
their respective American Depositary Shares with respect to that question and (c) a
statement as to the manner in which such instructions may be given. Upon the
written request of an Owner described in the preceding sentence on such record
date with respect to an amount of American Depositary Shares described in the
preceding sentence, received on or before the date established by the
Depositary for such purpose, the Depositary shall endeavor insofar as
practicable, to vote or cause to be voted the amount of Deposited Securities
represented by those American Depositary Shares in accordance with the
instructions set forth in such request and will notify the Issuer in advance of
its intentions to so vote or cause to be voted such Deposited Securities as
required to preserve such voting rights. 
If any question to be voted upon at a meeting of holders of Deposited
Securities pertains to an amendment of the terms of the Deposited Securities
that would adversely affect the rights of holders of Deposited Securities to a
material extent, the Issuer shall deem that question to materially affect the
rights of holders of Deposited Securities and the Issuer shall give notice to
the Depositary as provided in this paragraph.


 


The Depositary
shall not vote or attempt to exercise the right to vote that attaches to the
Shares or other Deposited Securities, other than in accordance with such
instructions given or deemed given in accordance with Section 4.7 of the
Deposit Agreement.


 


In order to give
Owners a reasonable opportunity to instruct the Depositary as to the exercise
of voting rights relating to Deposited Securities, if the Issuer will request
the Depositary to act under the second preceding paragraph, the Issuer shall
give the 


 


14

















 


Depositary notice of any such meeting or solicitation and details of
the matters to be voted upon not less than 45 days prior to the meeting date or
date for giving such proxies or consents.


 


There can be no
assurance that Owners generally or any Owner in particular will receive the
notice described in the third preceding paragraph sufficiently prior to the
Instruction Date to ensure that the Depositary will vote the Shares or
Deposited Securities in accordance with the provisions of Section 4.7 of
the Deposit Agreement.


 


ARTICLE 17.       CHANGES
AFFECTING DEPOSITED SECURITIES.


 


In circumstances
where the provisions of Section 4.3 of the Deposit Agreement do not apply,
upon any change in nominal value, change in par value, split-up, consolidation
or any other reclassification of Deposited Securities, or upon any
recapitalization, reorganization, merger or consolidation or sale of assets
affecting the Issuer or to which it is a party, any securities which shall be
received by the Depositary or a Custodian in exchange for or in conversion of
or in respect of Deposited Securities, shall be treated as new Deposited
Securities under the Deposit Agreement, and American Depositary Shares shall
thenceforth represent, in addition to existing Deposited Securities, the right
to receive the new Deposited Securities so received in exchange or conversion,
unless additional Receipts are delivered pursuant to the following
sentence.  In any such case the
Depositary, with the Issuer’s approval, may and shall, if the Issuer shall so
request, execute and deliver additional Receipts as in the case of a dividend
in Shares, and subject to the provisions of Section 4.3 of the Deposit
Agreement, or call for the surrender of outstanding Receipts to be exchanged
for new Receipts specifically describing such new Deposited Securities.


 


ARTICLE 18.       LIABILITY
OF THE ISSUER AND DEPOSITARY.


 


Neither the
Depositary nor the Issuer nor any of their directors, employees, agents or
affiliates shall incur any liability to any Owner or holder of any Receipt, if
by reason of any provision of any present or future law or regulation of the
United States, Greece or any other country, or of any governmental or
regulatory authority or stock exchange, or by reason of any provision, present
or future, of the Articles or the Deposited Securities, or by reason of any
provision of any securities issued or distributed by the Issuer, or any
offering or distribution thereof, or by reason of any act of God or war or
other circumstances beyond its control, the Depositary or the Issuer or any of
their directors, employees, agents or affiliates shall be prevented, delayed or
forbidden from, or be subject to any civil or criminal penalty on account of,
doing or performing any act or thing which by the terms of the Deposit
Agreement or the Deposited Securities it is provided shall be done or
performed; nor shall the Depositary or the Issuer or any of their respective
directors, employees, agents or affiliates 
incur any liability to any Owner or holder of any Receipt by reason of (i) any
nonperformance or delay, caused as aforesaid, in the performance of any act or
thing which by the terms of the Deposit Agreement it is provided shall or may
be done or performed, (ii) by reason of any exercise of, or failure 


 


15

















 


to exercise, any discretion provided for in the Deposit Agreement, (iii) for
the inability of any Owner or holder to benefit from any distribution,
offering, right or other benefit which is made available to holders of
Deposited Securities but is not, under the terms of the Deposit Agreement, made
available to Owners or holders, or (iv) for any special, consequential or
punitive damages for any breach of the terms of the Deposit Agreement.  Where, by the terms of a distribution
pursuant to Section 4.1, 4.2, or 4.3 of the Deposit Agreement, or an
offering or distribution pursuant to Section 4.4 of the Deposit Agreement,
because of applicable law, or for any other reason, such distribution or
offering may not be made available to Owners, and the Depositary may not
dispose of such distribution or offering on behalf of such Owners and make the
net proceeds available to such Owners, then the Depositary shall not make such
distribution or offering, and shall allow any rights, if applicable, to lapse.


 


The Issuer assumes
no obligation nor shall it be subject to any liability under the Deposit
Agreement to any Owners or holders of Receipts or Beneficial Owners of
Receipts, except that it agrees to perform its obligations specifically set
forth in the Deposit Agreement without negligence or bad faith.  The Depositary assumes no obligation nor
shall it be subject to any liability under the Deposit Agreement to any Owners
or holders of Receipts or Beneficial Owners of Receipts (including, without
limitation, liability with respect to the validity or worth of the Deposited
Securities), except that it agrees to perform its obligations specifically set
forth in the Deposit Agreement without negligence or bad faith.  Neither the Depositary nor the Issuer shall
be under any obligation to appear in, prosecute or defend any action, suit or
other proceeding in respect of any Deposited Securities or in respect of the
Receipts, which in its opinion may involve it in expense or liability, unless
indemnity satisfactory to it against all expense and liability shall be
furnished as often as may be required, and the Custodian shall not be under any
obligation whatsoever with respect to such proceedings, the responsibility of
the Custodian being solely to the Depositary. 
Neither the Depositary nor the Issuer shall be liable for any action or
non-action by it in reliance upon the advice of or information from legal
counsel, accountants, any governmental authority, any person presenting Shares
for deposit, any Owner or any other person believed by it in good faith to be
competent to give such advice or information. 
The Depositary shall not be liable for any acts or omissions made by a
successor depositary whether in connection with a previous act or omission of
the Depositary or in connection with any matter arising wholly after the
removal or resignation of the Depositary, provided that in connection with the
issue out of which such potential liability arises the Depositary performed its
obligations without negligence or bad faith while it acted as Depositary.  The Depositary shall not be responsible for
any failure to carry out any instructions to vote any of the Deposited
Securities, or for the manner in which any such vote is cast or the effect of
any such vote, provided that any such action or non-action is in good
faith.  No disclaimer of liability under
the Securities Act of 1933 is intended by any provision of the Deposit
Agreement.


 


16

















 


The Issuer agrees
with the Depositary that neither the Issuer nor any company controlled by,
controlling or under common control with the Issuer will at any time deposit
any Shares, either originally issued or previously issued and reacquired by the
Issuer or any such affiliate, unless a Registration Statement is in effect as
to such Shares under the Securities Act of 1933.


 


ARTICLE 19.       RESIGNATION
AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.


 


The Depositary may
at any time resign as Depositary under the Deposit Agreement by written notice
of its election so to do delivered to the Issuer effective upon the appointment
of a successor depositary and its acceptance of such appointment as provided in
the Deposit Agreement.  The Depositary
may at any time be removed by the Issuer by written notice of such removal
effective upon the appointment of a successor depositary and its acceptance of
such appointment as provided in the Deposit Agreement.  In case at any time the Depositary shall
resign or be removed, the Issuer will use its reasonable efforts to appoint a
successor depositary, which will be a bank or trust company having an office in
the Borough of Manhattan, The City of New York. Every successor depositary
shall open an Investor Account with the Dematerialised Securities System, where
the Deposited Securities shall be transferred, will execute and deliver to its
predecessor and to the Issuer an instrument in writing accepting its
appointment under the Deposit Agreement, and thereupon such successor
depositary, without any further act or deed, will become fully vested with all
the rights, powers, duties and obligations of its predecessor; but such
predecessor, nevertheless, upon payment of all sums due it and on the written
request of the Issuer, will execute and deliver an instrument transferring to
such successor all rights and powers of such predecessor under the Deposit
Agreement, such predecessor will duly assign, transfer and deliver all right,
title and interest in the Deposited Securities to such successor, and will
deliver to such successor a list of the Owners of all outstanding Receipts. Any
such successor depositary will promptly mail notice of its appointment within
30 days to the Owners.  The Depositary in
its discretion  may appoint a substitute
or additional custodian or custodians.


 


The Depositary
will not charge a fee for cancellation of Receipts and withdrawal of Shares, if
any, caused solely by the appointment and qualification of a successor
depositary.


 


ARTICLE 20.       AMENDMENT.


 


The form of the
Receipts and any provisions of the Deposit Agreement may at any time and from
time to time be amended by agreement between the Issuer and the Depositary in
any respect which they may deem necessary or desirable.  Any amendment which shall impose or increase
any fees or charges (other than taxes and other governmental charges,
registration fees, cable, telex or facsimile transmission costs, delivery costs
and other expenses), or which shall otherwise prejudice any substantial
existing right of Owners will, however, not become effective as to outstanding
Receipts 


 


17

















 


until the expiration of thirty days after notice of such amendment
shall have been given to the Owners of outstanding Receipts.  Every Owner at the time any amendment so
becomes effective will be deemed, by continuing to hold such Receipt, to consent
and agree to such amendment and to be bound by the Deposit Agreement as amended
thereby.  In no event shall any
amendment, at or after the Effective Time, impair the right of the Owner of
this Receipt to surrender such Receipt and receive herefor the Deposited
Securities represented hereby, except in order to comply with mandatory
provisions of applicable law.


 


ARTICLE 21.       TERMINATION
OF DEPOSIT AGREEMENT.


 


The Depositary
shall at any time at the direction of the Issuer terminate the Deposit
Agreement by mailing notice of such termination to the Owners of all Receipts
then outstanding at least 60 days prior to the date fixed in such notice for
such termination.  The Depositary may
likewise terminate the Deposit Agreement by mailing notice of such termination
to the Issuer and the Owners of all Receipts then outstanding if at any time 60
days shall have expired after the Depositary shall have delivered to the Issuer
a written notice of its election to resign and a successor depositary shall not
have been appointed and accepted its appointment as provided in Section 5.4
of the Deposit Agreement.  On and after
the date of termination, the Owner of this Receipt will, upon (a) surrender
of such Receipt at the Corporate Trust Office of the Depositary, (b) payment
of the fee of the Depositary for the surrender of Receipts referred to in Section 2.5
of the Deposit Agreement, and (c) payment of any applicable taxes or
governmental charges, be entitled to delivery, to him or upon his order, of the
amount of Deposited Securities represented by the American Depositary Shares
evidenced by such Receipt.  If any
Receipts shall remain outstanding after the date of termination, the Depositary
thereafter shall discontinue the registration of transfers of Receipts, shall
suspend the distribution of dividends to the Owners thereof, and shall not give
any further notices or perform any further acts under the Deposit Agreement,
except that the Depositary shall in accordance with the provisions of the
Deposit Agreement continue to collect dividends and other distributions
pertaining to Deposited Securities, shall sell property and rights as provided
in the Deposit Agreement, and shall continue to deliver Deposited Securities,
together with any dividends or other distributions received with respect
thereto and the net proceeds of the sale of any rights or other property, in
exchange for Receipts surrendered to the Depositary (after deducting, in each
case, the fee of the Depositary for the surrender of a Receipt, any expenses
for the account of the Owner of such Receipt in accordance with the terms and
conditions of the Deposit Agreement, and any applicable taxes or governmental
charges).  As soon as practicable after
the expiration of four months from the date of termination, the Depositary may
sell the Deposited Securities then held under the Deposit Agreement and may
thereafter hold uninvested the net proceeds of any such sale, together with any
other cash then held by it under the Deposit Agreement, unsegregated and
without liability for interest, for the pro  rata benefit of the
Owners of Receipts which have not theretofore been surrendered, such Owners
thereupon becoming general creditors of the Depositary with respect to such net
proceeds.  After 


 


18

















 


making such sale, the Depositary shall be discharged from all
obligations under the Deposit Agreement, except to account for such net
proceeds and other cash (after deducting, in each case, the applicable fee of
the Depositary for the surrender of a Receipt, any expenses for the account of
the Owner of such Receipt in accordance with the terms and conditions of the
Deposit Agreement, and any applicable taxes or governmental charges) and except
for its obligations to the Issuer under Section 5.8 of the Deposit
Agreement.  Upon the termination of the
Deposit Agreement, the Issuer shall be discharged from all obligations under
the Deposit Agreement except for its obligations to the Depositary under
Sections 5.8 and 5.9 of the Deposit Agreement.


 


ARTICLE 22.       COMPLIANCE
WITH U.S. SECURITIES LAWS


 


Notwithstanding
anything in the Deposit Agreement to the contrary, the Issuer and the
Depositary each agrees that it will not exercise any rights it has under the
Deposit Agreement to prevent the withdrawal or delivery of Deposited Securities
in a manner which would violate the U.S. securities laws, including, but not
limited to, Section I.A.(1) of the General Instructions to the Form F-6
Registration Statement, as amended from time to time, under the Securities Act
of 1933.


 


ARTICLE 23.       UNCERTIFICATED
AMERICAN DEPOSITARY SHARES; DIRECT REGISTRATION SYSTEM


 


Notwithstanding anything to the contrary in the Deposit Agreement:


 


(a)           American
Depositary Shares may be certificated securities evidenced by Receipts or
uncertificated securities.  The form of
Receipt annexed as Exhibit A to the Deposit Agreement describes the terms
and conditions of, and will be the prospectus required under the Securities Act
of 1933 for, both certificated and uncertificated American Depositary
Shares.  Except for those provisions of
the Deposit Agreement that by their nature do not apply to uncertificated
American Depositary Shares, all the provisions of the Deposit Agreement shall
apply, mutatis mutandis, to uncertificated American Depositary Shares as
well as to certificated American Depositary Shares, and to Owners and holders
of uncertificated American Depositary Shares as well as to Owners and holders
of Receipts.


 


(b)           (i)            The term “deliver”, or its noun form, when
used with respect to Receipts, shall mean (A) book-entry transfer of
American Depositary Shares to an account at The Depository Trust Company, or
its successor (“DTC”), designated by the person entitled to such delivery, (B) registration
of American Depositary Shares not evidenced by a Receipt on the books of the
Depositary in the name requested by the person entitled to such delivery and
mailing to that person of a statement confirming that registration or (C) if
requested by the person entitled to such delivery, delivery at the Corporate
Trust Office of the Depositary to the person entitled to such delivery of one
or more Receipts evidencing American Depositary Shares registered in the name
requested by that person.


 


19

















 


(ii)           The term “surrender”,
when used with respect to Receipts, shall mean (A) one or more book-entry
transfers of American Depositary Shares to the DTC account of the Depositary, (B) delivery
to the Depositary at its Corporate Trust Office of an instruction to surrender
American Depositary Shares not evidenced by a Receipt  or (C) surrender to the Depositary at
its Corporate Trust Office of one or more Receipts evidencing American
Depositary Shares.


 


(c)           American
Depositary Shares not evidenced by Receipts shall be transferable as
uncertificated registered securities under the laws of the State of New York.


 


(d)           The
Depositary shall have a duty to register a transfer in the case of
uncertificated American Depositary Shares, upon receipt from the Owner of a
proper instruction (including, for the avoidance of doubt, instructions through
DRS and Profile as provided in subsection (f) below).  The Depositary, upon surrender of a Receipt
for the purpose of exchanging for uncertificated American Depositary Shares,
shall cancel that Receipt and send the Owner a statement confirming that the
Owner is the owner of the same number of uncertificated American Depositary
Shares that the surrendered Receipt evidenced. The Depositary, upon receipt of
a proper instruction (including, for the avoidance of doubt, instructions
through DRS and Profile as provided in subsection (f) below) from the
Owner of uncertificated American Depositary Shares for the purpose of
exchanging for certificated American Depositary Shares, shall execute and
deliver to the Owner a Receipt evidencing the same number of certificated
American Depositary Shares.


 


(e)           Upon
satisfaction of the conditions for replacement of a Receipt that is mutilated,
lost, destroyed or stolen, the Depositary shall deliver to the Owner the
American Depositary Shares evidenced by that Receipt in uncertificated form
unless otherwise requested by the Owner.


 


(f)            (i)  The parties
acknowledge that the Direct Registration System (“DRS”) and Profile
Modification System (“Profile”) shall apply to uncertificated American Depositary
Shares upon acceptance thereof to DRS by DTC. 
DRS is the system administered by DTC pursuant to which the Depositary
may register the ownership of uncertificated American Depositary Shares, which
ownership shall be evidenced by periodic statements issued by the Depositary to
the Owners entitled thereto.  Profile is
a required feature of DRS which allows a DTC participant, claiming to act on
behalf of an Owner of American Depositary Shares, to direct the Depositary to
register a transfer of those American Depositary Shares to DTC or its nominee
and to deliver those American Depositary Shares to the DTC account of that DTC
participant without receipt by the Depositary of prior authorization from the
Owner to register such transfer.


 


(ii)  In connection with and in accordance with the arrangements
and procedures relating to DRS/Profile, the parties understand that the
Depositary will not verify, determine or otherwise ascertain that the DTC
participant which is claiming to 


 


20

















 


be acting on
behalf of an Owner in requesting a registration of transfer and delivery as
described in clause (i) above has the actual authority to act on behalf of
the Owner (notwithstanding any requirements under the Uniform Commercial
Code).  For the avoidance of doubt, the
provisions of Sections 5.3 and 5.8 of the Deposit Agreement shall apply to the
matters arising from the use of the DRS. 
The parties agree that the Depositary’s reliance on and compliance with
instructions received by the Depositary through the DRS/Profile System and in
accordance with the Deposit Agreement shall not constitute negligence or bad
faith on the part of the Depositary.


 


ARTICLE 24.       ISSUANCE
IN SERIES


 


If the Company
issues Shares in more than one class or series or that otherwise entitle their
holders to rights that vary from the rights to which other Shares entitle their
holders, the following provisions shall apply, notwithstanding anything to the
contrary in the Deposit Agreement:


 


(a)           The word “series,” when
used with respect to Shares, shall mean all outstanding Shares that entitle
their holders to identical rights with respect to those Shares, regardless of
the title or any other designation that may be assigned to Shares.


 


(b)           The Depositary shall
direct the Custodian to hold Shares of a series deposited under the Deposit
Agreement, and other Deposited Securities it receives in respect of those
Shares in a segregated account different from the account in which it holds
Shares of any other series.


 


(c)           Shares of each series
that are deposited under the Deposit Agreement shall be represented by a “series”
of American Depositary Shares separate from the American Depositary Shares
representing Shares of any other series. 
The Depositary shall assign a designation to each series of American
Depositary Shares and shall reflect in its records the series to which each
American Depositary Share belongs.  The
certificated American Depositary Shares of each series shall be evidenced by a “series”
of Receipts separate from the Receipts evidencing American Depositary Shares of
any other series.  If more than one
series of American Depositary Shares exists, each Receipt shall be marked to
indicate the designation of the series of the American Depositary Shares
evidenced by that Receipt and to identify the series of Shares those American
Depositary Shares represent.


 


(d)           If the rights to which
deposited Shares of a series entitle their holders are modified such that those
rights become identical to the rights to which deposited Shares of another
series entitle their holders, the Depositary shall cause the Custodian to
combine the accounts in which the former separate series of Shares are held,
the series of American Depositary Shares representing those Shares will
automatically be combined into one series of American Depositary Shares and the
Depositary may take any action necessary or convenient to effect that
combination.  At any time after that
combination, the Owners of Receipts affected by that combination will be
entitled to 


 


21

















 


surrender their Receipts
to the Depositary and receive Receipts reflecting the designation of the
American Depositary Shares owned by them as a result of that combination.


 


(e)           Owners and
Beneficial Owners of American Depositary Shares of a series shall be entitled
to rights under the Deposit Agreement only with respect to deposited Shares of
the corresponding series and other Deposited Securities received in respect of
deposited Shares of that series.


 


ARTICLE 25.       REDEMPTION,
MANDATORY REPURCHASE OR SUBSTITUTION OF DEPOSITED SECURITIES


 


(a)           If the Depositary
receives a notice that Deposited Securities are to be redeemed or mandatorily
repurchased, the Depositary shall (i) call for surrender a corresponding
number of American Depositary Shares representing those Deposited Securities, (ii) notify
the Owners of those American Depositary Shares that the Deposited Securities
underlying their American Depositary Shares will be surrendered for redemption
or mandatory repurchase and (iii) surrender Deposited Securities that have
been redeemed or mandatorily repurchased to the issuer of those securities or
its agent on the redemption or repurchase date (and Owners and Beneficial
Owners of American Depositary Shares that have been called for surrender in
connection with a mandatory repurchase will be deemed to have authorized and
instructed the Depositary to surrender those Deposited Securities for that
mandatory repurchase).  Owners of
American Depositary Shares affected by the redemption or repurchase may
surrender those American Depositary Shares and receive delivery of the money or
other property the Depositary receives upon redemption or repurchase of
Deposited Securities as provided in Section 2.5 of the Deposit Agreement.


 


If the
Depositary receives notice that less than all the Deposited Securities are to
be redeemed or mandatorily repurchased, the Depositary shall determine in its
discretion which American Depositary Shares to call for surrender in connection
with that redemption or repurchase.   If
the Depositary calls for surrender less than all the American Depositary Shares
evidenced by a Receipt in connection with a redemption or mandatory repurchase
of Deposited Securities, the Depositary shall, upon surrender of that Receipt,
deliver to the Owner a Receipt evidencing the amount of American Depositary
Shares evidenced by the surrendered Receipt that were not called for surrender.


 


(b)           “Substitution” means a redemption of Shares
which constitute Deposited Securities by the Issuer and the application of the
proceeds of such redemption to (i) the purchase of Qualifying
Non-Innovative Tier 1 Securities (as defined below) in substitution therefor,
together with (ii) the payment by the Issuer of any costs and expenses
associated with such substitution and the issuance of the Qualifying
Non-Innovative Tier 1 Securities, including, without limitation, the fees and
expenses of the Depositary and any fees and expenses relating to the
registration and exchange listing of the Qualifying Non-Innovative Tier 1
Securities. Notwithstanding anything to the 


 


22

















 


contrary in Section 4.12(a) of the Deposit
Agreement, if the Depositary receives from the Issuer (i) notice that it
will effect a Substitution, (ii) a certificate, signed by two duly
authorized officers of the Issuer, certifying that the securities to be offered
in substitution for Shares are Qualifying Non-Innovative Tier 1 Securities and
such substitution is in accordance with the terms of the Shares, (iii) an
opinion of Greek counsel to the Issuer that is satisfactory to the Depositary
to the effect that the Qualifying Non-Innovative Tier 1 Securities are duly
authorized, validly issued, fully paid and non-assessable and have not been
issued in violation of any preemptive or similar rights of the holders of any
other securities of the Issuer, (iv) an opinion of United States counsel
for the Issuer that is satisfactory to the Depositary to the effect that the
Substitution does not require registration under the Securities Act of 1933 and
(v) an opinion of United States tax counsel for the Issuer that is
satisfactory to the Depositary to the effect that the Substitution will not
cause holders of the American Depositary Shares holders of the American
Depositary Shares that are resident in the United States for United States
federal tax purposes to recognize any gain for purposes of United States income
tax laws, the Depositary shall surrender, and the Owners and Beneficial Owners
of the American Depositary Shares representing those Deposited Securities will
be deemed to have authorized and instructed the Depositary to surrender, those
Deposited Securities for that Substitution. 
The Issuer shall pay any stamp duty reserve taxes, capital duties, stamp
duties or other taxes or governmental charges payable in the Hellenic Republic
arising on the allotment and issue of the Qualifying Non-Innovative Tier 1
Securities, including (if applicable) their deposit with the Depositary under
the Deposit Agreement.


 


“Qualifying Non-Innovative Tier 1 Securities” means securities, whether
debt, limited partnership interests, equity or otherwise, issued directly or
indirectly by us, that comply with the following:


 


(1)    
such securities will have the same material terms as the terms of the Series A
preference shares, including without limitation (i) an initial optional
redemption date (or as such term may otherwise be defined in the terms thereof)
which falls on the same day as the initial optional redemption date in respect
of the Series A preference shares, except that such securities will be
permitted (but not required) to include the ability to be redeemed in the
circumstances and on the bases (including, but without limitation, relating to
tax and capital adequacy) substantially similar to the circumstances in which,
and the bases on which, securities issued by companies then regulated by the
Bank of Greece and comprising tax-deductible Innovative Tier 1 capital may then
be redeemed and (ii) the same ranking in substance in respect of dividends
and upon liquidation;


 


(2)    
to the extent that (i) such securities are equity securities and (ii) dividends
on the Series A preference shares are eligible to be treated as “qualified
dividend income” under Section 1(h)(11) of the Internal Revenue Code of
1986, as amended (or any successor legislation) (the “Code”), by a particular
holder immediately 


 


23

















 


prior to the substitution date, dividends paid to such holder with
respect to the securities will also be so eligible;


 


(3)    
such securities will comply with the then current requirements of the Bank of
Greece in relation to Non-Innovative Tier 1 capital;


 


(4) such
securities will be registered under and comply with the Securities Act of 1933;


 


(5)    
such securities shall be listed on the New York Stock Exchange;


 


(6)    
such securities will preserve any existing rights under the Series A
preference shares to any dividend which has not been paid in respect of the
period from (and including) the dividend payment date last preceding the
substitution date to (but excluding) the substitution date; and


 


(7)    
at the time of issue, payments made by us in respect of such securities can be
made free from any withholding tax imposed by any taxing or other authority
(whether within or outside the Hellenic Republic) competent to impose,
administer or collect any such tax.


 


Notwithstanding anything to the contrary set forth above, the Qualifying
Non-Innovative Tier 1 Securities may be issued with terms more favorable to the
holders thereof than the terms of the Series A preference shares. In
addition, in approving the issue of the Qualifying Non-Innovative Tier 1
Securities in substitution for the Series A preference shares, our board
of directors or an authorized committee thereof will have discretion to
determine whether the Qualifying Non-Innovative Tier 1 Securities have the same
material terms as the Series A preference shares and will be under no
obligation to seek the views or consult with the holders of such preference
shares or other third parties. Holders of the Series A preference shares
may be adversely affected by any such substitution.


 


“Tier 1 capital” and “Innovative Tier 1 capital” have the respective
meanings given to them by the Bank of Greece from time to time. “Non-Innovative
Tier 1 capital” means Tier 1 capital which does not comprise Innovative Tier 1
capital.


 


24