Exhibit 4.2


 


Form of Board Resolution of the National Bank of Greece S.A.


 


ITEM: Preference Non-Voting
Non-cumulative Shares


 


At the second Repeat Annual General Meeting of the
Shareholders of the Bank, which took place on the 15th of May, 2008
(the “AGM”)
it was resolved that the Bank would proceed to a share capital increase by the
issuance of up to 100,000,000 redeemable non-voting non-cumulative preference
shares (the “Preference
Shares”) and that the articles of the Bank be amended
accordingly, to provide for the main terms of the Preference Shares.  Copy of the resolution of the shareholders on
the item on the agenda (on the issuance of the Preference Shares) of the
Minutes of the AGM was brought to the attention of the Directors.


 


The
public offering of the Preference Shares will be taking place in the United
States of America and in such other jurisdictions as the Board of Directors may
decide and in this regard the Bank has reached an advanced level of
negotiations with a group of leading international banks, including, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets
Inc., Morgan Stanley & Co. Incorporated, UBS Securities LLC and Credit
Suisse Corporation, that will underwrite the issue of the Preference Shares
(the “Underwriters”). Application
will be made to list the American Depositary Shares and Preference Shares on
the New York Stock Exchange.


 


Furthermore, the Chairman noted that at the AGM the
Board of Directors was authorized to resolve on and determine any further issue,
matter or detail pertaining to the issuance of the Preference Shares (including
without limitation the offer price, the terms of their offering in accordance
with the applicable market conditions etc.).


 


The following issues will have to be determined by the
Board of Directors of the Bank, namely (i) the offer price of the
Preference Shares; (ii) the subscription period; (iii) the amount of
the dividend payable under the Preference Shares; (iv) the payment dates
of the dividend; (v) the tax gross-up level (if applicable) in case the
Preference Shares are redeemed; and (vi) the specification of certain
other provisions contained in the articles of the Bank with respect to the
Preference Shares.


 


In particular:


 


1.              Offer
Price:
on the basis of the currently applicable market conditions in the United States
of America, taking account the financial condition of the Bank and the legal features
of the Preference Shares, the Underwriters offered to underwrite the issue of
the Preference Shares at a price of € • which equals to $ 25  US
Dollars at the FX USD – Euro exchange rate of • of the date the pricing
resolution will be adopted per


 

















 


Preference Share (the “Public Offer Price”).
Accordingly the Chairman recommends that the Public Offer Price be set as the
subscription price per Preference Share.


 


2.              Subscription
Period:
the subscription period be determined, as per the
joint application of articles 13 par. 6 and 11 par. 3 of Codified Law 2190/1920,
by means of subsequent Resolution of the Board of Directors.


 


3.              Dividend: that the dividend
preference of each Preference Share be set at US Dollars.  Exceptionally (i) as also specifically
provided for by the AGM for the first financial year, i.e. 1.1.2008-31.12.2008,
the annual dividend in respect of the Preference Shares may be increased by 3⁄4
in order to cover dividends which may be paid in December 2008 and March 2009
and (ii) in case the Bank exercises its rights to redeem the Preference
Shares on any anniversary of the issue date of the Preference Shares by sending
a notice of redemption to the holders of the Preference Shares prior to annual
general meeting of shareholders immediately preceding the redemption date, the
annual dividend shall be decreased to 1⁄4 of the annual dividend entitlement
specified above.


 


Any interim dividends payable in December 2008
and March 2009, such dividends would be interim dividends and therefore
subject to the existence of enough profits in the current financial year
(measured with reference to the most recent interim financial statements), the
Board may declare payment of interim dividend to the holders of the Preference
Shares.  Since the payment of interim
dividend is subject to the existence of sufficient distributable funds at the
year-end, the Chairman recommended to the Board that any such declaration be
made only to the extent that the Board is reasonably confident that sufficient
distributable funds will exist at the year-end. 
Should this be the case (i.e. the Board declare interim dividends in
December, being sufficiently confident that enough distributable funds will
exist at the year-end), for avoiding reputational risks for the Bank the
Chairman suggested that the Board undertake to waive its potential claw-back
right of such interim dividend provided for under article 46a of Codified Law
2190/1920.


 


4.              Payment
Dates:
as noted above and as is customary for securities of this kind in the U.S.
markets, it is recommended that, except for the interim divident payment dates
in December 2008 and March 2007, the dividend be paid on a quarterly
basis, i.e. in four equal installments in March, June, September and December of
each year and on the date of each such month corresponding to the issuance date
of the Preference Shares.  The payment of
the dividend as per the above be subjected to the repetition of the
declaration-commitment of the holders of the Preference Shares on an annual
basis - immediately after any annual general meeting declaring dividend to the
Preference Shares - that they will not collect the dividend, otherwise waive
the right


 

















 


to receive such
dividend, within the period set by article 44a par. 2 of Codified Law
2190/1920.


 


5.              Gross-up: in certain
occasions where the Bank may exercise its right to redeem the Preference
Shares, the end investors may be subjected increased taxation as a result of
the fact that, in certain circumstances, as contemplated by the provisions of
the Preference Shares, a small proportion of what would otherwise be returned
to shareholders as capital is instead paid as increased dividends which are
subject to taxation whereas a return of capital would not. For legitimate
commercial reasons, in order to carry out a public offering in the United
States, it is necessary to compensate holders for such increased taxation by
grossing up the redemption amount (such amount the “Redemption
Gross Up Amount”) to account for such additional tax which may
be payable. As each holder will be taxed in accordance with his personal
circumstances, the gross up must be made with reference to a hypothetical tax
rate which shall mean the maximum effective combined U.S. federal, New York
State and New York City tax rate applicable to resident individuals on dividend
income, after giving effect to any preferential rate then available for “qualified
dividend income” as defined under 1)h(11) of the Code (or any successor
legislation and any New York State and/or New York City equivalent
legislation), to the extent then in effect, after assuming that any minimum
holding periods set forth under the laws of each of the relevant taxing
jurisdictions have been met as of the relevant redemption date. As per Allen &
Overy LLP, international legal advisers of the Bank on the issue, the currently
applicable tax rate in such occasions is 23,5% of such amount.  So, in view of the fact that the terms of
the Preference Shares, as approved by the AGM, allow for the Bank to gross-up
in cases of redemption, it is suggested that the gross up amount be an amount
equal to the payable from time to time tax by the U.S. investor on the dividend
component of the redemption price.


 


At any rate it is suggested that the Board as of now, declares its strong intention to exercise any call
right the Bank may have under the Preference Shares in circumstances which
would not require the payment of the Redemption, except for a redemption
effected in relation to a Depositary Event. If, however, the Bank elects to
effect a redemption of the Preference Shares in circumstances where a Redemption
Gross Up Amount will be payable, unless otherwise required under the provisions
of the Preference Shares, the Bank will, unless impracticable or impossible,
communicate its intention to so redeem at least 90 days prior to the redemption
date. Any such communication will not bind the Bank to redeem the Preference
Shares in the absence of a subsequent notice to redeem under the provisions of
the Preference Shares.


 

















 


6.  Specification of certain other provisions: certain
provisions in article 4 relating to the Preference Shares which require
specification as follows:


 


(i) in order to allow for declaration by the
shareholders of the annual dividend, where distributable funds suffice, the
Chairman recommends that the Board undertake to convene the Ordinary General
Meeting (“OGM”) in each year prior to the anniversary of the issue date of the
Preference Shares notwithstanding that provisions of law which might allow the
OGM to be held beyond such date;


 


(ii) article 4 relating
to the Preference Shares allows the Bank to redeem the Preference Shares on a
Depositary Event where a specified percentage of the Preference Shares is no
longer represented by American Depositary Receipts evidencing American
Depositary Shares. In order to give meaning to such provision and although not
specified in article 4, it is recommended that the Board specify that the Bank
will not to exercise its call option in relation to any Depositary Event where
the Preference Shares required to reach such threshold percentage include Preference
Shares held by the Bank or any of its subsidiaries or controlled affiliates;


 


(iii) article 4 relating
to the Preference Shares allows the Bank to redeem the Preference Shares on a
Depositary Event, a Capital Disqualification Event and where the Bank is
required to pay additional amounts due to a change in the Greek taxation
legislation. For legitimate commercial reasons, the Chairman recommends that
the Board specify that the Bank will not redeem the Preference Shares (A) during
the period from (and including) the date of issue of the Preference Shares to
(but excluding) the date of the AGM which approves our 2008 annual financial
statements and (B) except in relation to our option to redeem in respect
of a Depositary Event (which will be exercisable at any time), during the
period in each year from (but excluding) the dividend payment date in March to
(but excluding) the date of our next following AGM which approves our annual
financial statements; and


 


(iv) as noted,
application will be made to list the American Depositary Shares and Preference
Shares on the New York Stock Exchange. The Bank may also elect to list the
Preference Shares on such other stock exchange or market as we may, in our
absolute discretion, decide, although we will be under no obligation to do
so.  For legitimate commercial reasons,
it is recommended so long as any of the Preference Shares and American
Depositary Shares remain outstanding, the Bank will use its best efforts to
effect and maintain the listing of the American Depositary Shares and the
Preference Shares on the New York Stock Exchange for trading in the form of
American Depositary Receipts issued by the Bank of New York or a replacement
Depositary or internationally recognized standing.


 

















 


Following thorough discussion on the above, it was
unanimously resolved that the above recommendations be accepted in accordance
with the report and


 


THAT the subscription
price per Preference Share be set at $ 25 US
Dollars;


 


THAT the subscription
period and  the dividend preference
of each Preference Share in  US
Dollars per annum be resolved at a subsequent meeting of the Board of
Directors;


 


and THAT
exceptionally (i) for the first financial year, i.e. 1.1.2008-31.12.2008,
the annual dividend for each of the Preference Shares may be increased by 3⁄4 and
(ii) in case the Bank exercises any of its rights to redeem the Preference
Shares by sending a notice of redemption to the Preference Shares holders
before the then forthcoming annual general meeting, the annual dividend be
decreased to 1⁄4 of the otherwise annual dividend entitlement;


 


THAT the Preference Share
will be entitled to dividend as of the current financial year of 1.1.2008 until
31.12.2008;


 


THAT in case interim
dividend is declared then the Board of Directors will waive its claw-back
rights under article 46a of Codified Law 2190/1920;


 


THAT subject to receiving
after each annual general meeting declaring dividends to the Preference Shares,
from the holders of Preference Shares of a waiver of their right to collect
dividend in the period set by article 44a par. 2 of Codified Law 2190/1920, the
annual dividend under the Preference Shares be payable in four (4) equal
installments in March, June, September and December of each year on
the date of each such month corresponding to the issuance date of the
Preference Shares;


 


THAT in case the Bank is
obliged to gross-up in case of redemption of the Preference Shares - due to tax
imposed in the United States on the dividend component of the redemption price
- this will be at the level of dividend, currently 23,5%;


 


THAT at any rate the Bank
will take into account any tax implications of the investors in exercising any
of its call rights under the Preference Shares;


 


THAT for determining and resolving any required issue, term and detail for the
application of the present resolution of the Board of Directors, the resolution
of the Second Repeat General Meeting on the issue of preference shares, and the
issue and disposal of the Preference Shares in general, as well as for signing
all the necessary relevant Information Memoranda and agreements, other
documents, declarations, titles, certificates for materializing the issue and
disposal, including the actions and agreements for the selection and the fees
of Underwriters, the executional members 
of the Board of Directors: the Chairman and Vice – Chairman of the Board
of Directors, the General Managers of Financials and Operational Support be
authorized, having the right to delegate such authority to other individuals.