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Exhibit 1





NATIONAL BANK OF GREECE S.A.





ARTICLES OF ASSOCIATION





SECRETARIAT
BANKS SHARES



May 2003



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NATIONAL BANK OF GREECE S.A.

ARTICLES OF ASSOCIATION

CONTENTS

|          |  |                                                               |  |                                                      |    |      |    | 
|--------- |  | ------------------------------------------------------------- |  | ---------------------------------------------------- | -- | ---- | -- | 
|          |  |                                                               |  |                                                      |    | PAGE
|          |  |                                                               |  |                                                      |    |     
|PREAMBLE  |  |                                                               |  |                                                      | 2  |     
|CHAPTER 1 |  | Establishment  Name  Registered Office
 Duration  Objects |  |                                                      | 9  |     
|CHAPTER 2 |  | Share Capital  Shares                                        |  |                                                      | 12 |     
|CHAPTER 3 |  | General Meeting of Shareholders                               |  |                                                      | 30 |     
|CHAPTER 4 |  | Board of Directors                                            |  |                                                      | 38 |     
|CHAPTER 5 |  | Minority Rights                                               |  |                                                      |    |     
|          |  |                                                               |  | Audit  Financial Year  Annual Financial
Statements |    |      | 46 | 
|CHAPTER 6 |  | Winding up and Liquidation                                    |  |                                                      | 54 |     
|CHAPTER 7 |  | Final and Transitional Provisions                             |  |                                                      | 57 |     

ENGLISH TRANSLATION





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NATIONAL BANK OF GREECE S.A.

ARTICLES OF ASSOCIATION

PREAMBLE

The present Articles of Association are a codification of the provisions of the
Articles of Association of Banking Société Anonyme under the name National
Bank of Greece, S.A., as approved by Minister of Trade decision No 22883 of
19th March 1953 and promulgated in Government Gazette Issue No 58 of 20th March
1953 (Bulletin of Sociétés Anonymes), and subsequently amended as follows:

 By resolution passed at the Banks General Meeting of Shareholders on 2nd
April 1955, approved by Minister of Trade decision No 44311/2399 of 9th
November 1955 and promulgated in Government Gazette issue No 368 of 16th
November 1955 (Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 24th
February 1956, approved by Minister of Trade decision No 12336/641 of 30th
March 1956 and promulgated in Government Gazette issue No 122 of 9th April 1956
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 29th
April 1957, approved by Minister of Trade decision No 2467/685 of 22nd August
1957 and promulgated in Government Gazette issue No 420 of 5th September 1957
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 30th
April 1958, approved by Minister of Trade decision No 21634/1239 of 10th June
1958 and promulgated in Government Gazette issue No 233 of

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10th June 1958 (Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 14th
April 1962, approved by Minister of Trade decision No 47115/2727 of 5th
September 1962 and promulgated in Government Gazette issue No 551 of 20th
September 1962 (Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 22nd
April 1963, approved by Minister of Trade decision No 15439/790 of 15th April
1964 and promulgated in Government Gazette issue No 224 of 25th April 1964
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 24th
June 1967, approved by Minister of Trade decision No 62886/4407/599 of 4th
October 1967 and promulgated in Government Gazette issue No 935 of 18th October
1967 (Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 27th
June 1968, approved by Minister of Trade decision No 63889/5656 of 7th October
1968 and promulgated in Government Gazette issue No 1046 of 22nd October 1968
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 19th
May 1969, approved by Minister of Trade decision No 47726/4146 of 16th July
1969 and promulgated in Government Gazette issue No 1013 of 25th July 1969
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 28th
May 1970, approved by Minister of Trade decision No 62699/5224 of 9th September
1970 and promulgated in Government Gazette issue No 1331 of 21st September 1970
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

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 By resolution passed at the Banks General Meeting of Shareholders on 7th
September 1972, approved by Minister of National Economy decision No 14314 of
22nd December 1972 and promulgated in Government Gazette issue No 1960 of 27th
December 1972 (Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 25th
May 1973, approved by Prefect of Attica decision No 211619 of 18th October 1973
and promulgated in Government Gazette issue No 1796 of 30th October 1973
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 12th
September 1974, approved by Prefect of Attica decision No 130905 of 9th January
1975 and promulgated in Government Gazette issue No 48 of 17th January 1975
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 26th
May 1975, approved by Prefect of Attica decision No 121044 of 5th November 1975
and promulgated in Government Gazette issue No 2366 of 12th November 1975
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 2nd
June 1977, approved by Prefect of Attica decision No 110201 of 20th August 1977
and promulgated in Government Gazette issue No 2712 of 23rd August 1977
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 7th
June 1980, approved by Prefect of Attica decision No 32198 of 31st December
1980 and promulgated in Government Gazette issue No 4002 of 31st December 1980
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 24th
September 1982, approved by Prefect of Attica decision No 26825 of 2nd December
1982 and promulgated in Government Gazette issue No

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4192 of 3rd December 1982 (Bulletin of Sociétés Anonymes and Limited Liability
Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 24th
June 1983, approved by Prefect of Attica decision No 35117 of 28th December
1983 and promulgated in Government Gazette issue No 3233 of 29th December 1983
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 8th
June 1988, approved by Minister of Trade decision No K3-6804 of 7th September
1988 and promulgated in Government Gazette issue No 2931 of 12th September 1988
(correction in issue No 3010 of 22nd September 1988) (Bulletin of Sociétés
Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 21st
June 1991, approved by Minister of Trade decision No 5040 of 5th August 1991
and promulgated in Government Gazette issue No 3481 of 7th August 1991
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 21st
June 1991, approved by Minister of Trade decision No K2-8133 of 26th November
1991 and promulgated in Government Gazette issue No 4622 of 27th November 1991
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 26th
June 1992, approved by Minister of Trade decision No K2-7620 of 20th October
1992 and promulgated in Government Gazette issue No 4795 of 20th October 1992
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 13th
July 1994, approved by Minister of Trade decision No K2-6176 of 2nd September
1994 and promulgated in Government Gazette issue No 5183 of 7th September 1994
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

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 By resolution No 1031 adopted by the Board of Directors on 18th November
1994, approved by Minister of Trade decision No K2-9536 of 12th December 1994
and promulgated in Government Gazette issue No 6868 of 13th December 1994
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meetings of Shareholders on 15th
June 1995 and 5th July 1995, approved by Minister of Trade decision No K2-993
of 1st February 1996 and promulgated in Government Gazette issue No 552 of 5th February 1996 (Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution No 1047 adopted by the Board of Directors on 22nd November
1995, approved by Minister of Trade decision No K2-9725 of 5th December 1995
and promulgated in Government Gazette issue No 6919 of 7th December 1995
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 14th
March 1997, approved by Minister of Development decision No K2-3109 of 8th
April 1997 and promulgated in Government Gazette issue No 1498 of 11th April
1997 (Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 6th
October 1997, approved by Minister of Development decision No K2-9775 of 24th
November 1997 and promulgated in Government Gazette issue No 8200 of 24th
November 1997 (Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution No 1095 adopted by the Board of Directors on 9th December
1997, approved by Minister of Development decision No K2-11558 of 16th December
1997 and promulgated in Government Gazette issue No 8712 of 17th December 1997
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 25th
May 1998, approved by Minister of Development decision No K2-5862 of 16th June
1998 and promulgated in Government Gazette issue No 4121

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of 18th June 1998 (Bulletin of Sociétés Anonymes and Limited Liability
Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 9th
September 1998, approved by Minister of Development decision No K2-9572 of 29th
September 1998 and promulgated in Government Gazette issue No 7797 of 2nd
October 1998 (Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution No 1118 adopted by the Board of Directors on 16th December
1998, approved by Minister of Development decision No K2-12598 of 29th December
1998 and promulgated in Government Gazette issue No 10056 of 31st December 1998
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 29th
January 1999, approved by Minister of Development decision No K2-1135 of 29th
January 1999 and promulgated in Government Gazette issue No 631 of 5th February
1999 (Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 6th
April 1999, approved by Minister of Development decision No K2-4122 of 24th
June 1999 and promulgated in Government Gazette issue No 4753 of 25th June 1999
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution No 1137 adopted by the Board of Directors on 14th June 1999,
approved by Minister of Development decision No K2-7255 of 30th June 1999 and
promulgated in Government Gazette issue No 5122 of 2nd July 1999 (Bulletin of
Sociétés Anonymes and Limited Liability Companies).

 By resolution No 1144 adopted by the Board of Directors on 15th November
1999, approved by Minister of Development decision No K2-13248 of 22 November
1999 (twice) and promulgated in Government Gazette issue No 9367 of 25th
November 1999 (Bulletin of Sociétés Anonymes and Limited Liability Companies).

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 By resolution passed at the
Banks General Meeting of Shareholders on 18th
April 2000, approved by Minister of Development decision No K2-5175 of 21st
April 2000 and promulgated in Government Gazette issue No 2944 of 26th April
2000 (Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution No 1165 adopted by the Board of Directors on 15th November
2000, approved by Minister of Development decision No K2-14485 of 22nd November
2000 (twice), and promulgated in Government Gazette issue No 10860 of 24th
November 2000 (Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 26th
April 2001, approved by Minister of Development decision No K2-6205 of 23rd May
2001 and promulgated in Government Gazette issue No 2999 of 25th May 2001
(Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution No 1188 adopted by the Board of Directors on 15th November
2001, approved by Minister of Development decision No K2-15939 of 21st November
2001 (twice) and promulgated in Government Gazette issue No 10409 of 22nd
November 2001 (Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 26th
November 2001, approved by Minister of Development decision No K2-17801 of 28th
December 2001 and promulgated in Government Gazette issue No 11546 of 31st
December 2001 (Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the Banks General Meeting of Shareholders on 9th
May 2002, approved by Minister of Development decision No K2-11517 of 5th
September 2002 and promulgated in Government Gazette issue No 9257 of 6th
September 2002 (Bulletin of Sociétés Anonymes and Limited Liability Companies).

 By resolution passed at the
Banks General Meeting of Shareholders on 20th
November 2002 and the Special Meeting of Bondholders on
20th November 2002, approved by Minister of Development
decision No K2-15554 of 20th
December 2002 and promulgated in Government Gazette issue No 12826 of
22nd
December 2002 (Bulletin of Sociétés Anonymes and Limited Liability Companies).

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NATIONAL BANK OF GREECE S.A.

ARTICLES OF ASSOCIATION

CHAPTER ONE

ESTABLISHMENT  NAME  REGISTERED OFFICE  DURATION  OBJECTS

Article 1



|1. |  | National Bank of Greece S.A. was established in 1841. Under Royal Decree
dated 26/27th February l953, the Bank was merged with Bank of Athens S.A.
(established in 1893) and adopted the name National Bank of Greece and
Athens S.A. Its present name, as defined by the General Meeting of its
Shareholders on 30 April 1958, is (GREEK TRANSLATION OF COMPANY NAME). In
English the name shall read National Bank of Greece S.A.; in other
languages, it shall be either a true translation of its Greek name, or
written in Latin characters.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | National Bank of Greece S.A. has its registered office in Athens, at 86
Eolou Street. Branch offices, agencies and representative offices may be
established anywhere in Greece or abroad upon a resolution of the Banks
Board of Directors.                                                                                                                                                                                                                                                                                                    

Article 2



| |  | The Banks duration is fixed up to 27th February 2053. By resolution of
the General Meeting of Shareholders, which will amend this Article, the
Banks duration may be extended.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Article 3



|1. |  | The Bank shall engage in all such banking and financial activities in
general, both at home and abroad, as shall be allowed to banking Sociétés
Anonymes by Greek and EU legislation as is in force each time.                                  
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | To the extent permitted by standing legislation, the Bank may also carry
out the said activities on behalf of third parties, either on a joint
venture basis, or in association with other legal entities or natural
persons of any nationality.



|2. |  | The objects of the Banks activities shall, in particular, be as follows:
|-- |  | -------------------------------------------------------------------------



| | (a) |  | To extend all types of loans, credits or guarantees;                                                                                                                                                                                 
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | To acquire or assign claims thereunder;                                                                                                                                                                                              
|
| | (c) |  | To provide intermediary services in the financing of business,
inter-business cooperation or in the underwriting of share capital
issues through public subscription or bond issues; also to represent
bond holders or other lenders;
|
| | (d) |  | To borrow funds, obtain credits or guarantees and issue bond
loans;                                                                                                                                                                  
|
| | (e) |  | To accept cash deposits or other refundable funds, in euro and
in foreign exchange or in foreign currency;                                                                                                                           
|
| | (f) |  | To purchase, sell, safe keep, manage or collect negotiable
instruments; also securities (whether quoted on the Stock Exchange or
not), foreign exchange or foreign currency;                                                         
|
| | (g) |  | To issue and manage means of payment (credit cards, travellers
cheques and letters of credit);                                                                                                                                       
|
| | (h) |  | To participate in security issues and provide related services;                                                                                                                                                                      

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| | (i) |  | To provide consulting services to companies in respect of the
capital structure, industrial strategy and related matters; also to
provide consultation and services with regard to mergers,
acquisitions or liquidation of companies;
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (j) |  | To provide intermediary services in the interbank markets;                                                                                                                                                                           
|
| | (k) |  | To manage portfolios and provide related consulting services;                                                                                                                                                                        
|
| | (l) |  | To provide credit information reports;                                                                                                                                                                                               
|
| | (m) |  | To lease safe deposit boxes, and                                                                                                                                                                                                     
|
| | (n) |  | To participate in businesses at home and abroad.                                                                                                                                                                                     



|3. |  | The Bank may establish associations, foundations under Article 108 of the
Greek Civil Code and firms under Article 784 of such Code, engaged in
cultural, educational and financial activities, as well as participate in
such firms already existing.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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CHAPTER TWO

SHARE CAPITAL  SHARES

Article 4



|1.   |  | The Banks share capital
comes to euro 1,147,761,382.50 and is divided into
255,058,085 shares of a nominal value of euro 4.50 each.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|2.   |  | Such share capital has been arrived at as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|(i)  |  | By virtue of Royal Decree dated 26 February 1953, the share capital was
fixed to 223,190,100,000 old Drachmae, divided into 30,366 shares fully
paid, each of a nominal value of 7,350,000 old Drachmae. This capital
resulted from the transfer of all National Bank of Greece S.A. and Bank
of Athens S.A. corporate property, including all assets and liabilities
as at 27th February 1953, to National Bank of Greece and Athens S.A.,
which, as aforesaid, changed its name into National Bank of Greece S.A.
and ipso jure and without any further formalities entered as the universal
successor of the above Banks into all their rights and obligations, except
for their obligations under direct debts, guarantees, or other reasons
originating from bonds, securities in general, contracts or otherwise, and
relating to loans in gold or in foreign currency contracted in the form of
bonds or not, issued to bearer by Sociétés Anonymes, Legal Entities of
Public Law, Municipalities and Communities, etc (Legislative Decree
3504/1956).
|    
|(ii) |  | Following a decision reached by the Banks Board of Directors on 10th
September 1953, the share capital was increased to 297,586,800,000 old
Drachmae or 297,586,800 new Drachmae (Law 2824/1954), divided into 40,488
shares, each of a nominal value of 7,350 new Drachmae.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|      |  | By a resolution adopted at the General Meeting of Shareholders on 2nd
April 1955, the said share capital was divided into 404,880 shares, each
of a nominal value of Drachmae 735.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(iii) |  | Pursuant to Royal Decree dated 14/27 November 1956 re Readjustment of
Financial Statements of Sociétés Anonymes, the above share capital was
readjusted to Drachmae 721,353,476. After the absorption of reserves
amounting to Drachmae 4,070,000 and the Difference due to Readjustment
account which showed a debit balance of Drachmae 139,716,416 was deducted
from Drachmae 721,353,476, it left a sum of Drachmae 581,637,060. To round
off the nominal value of each share, the amount of Drachmae 229,380 was
transferred to reserves; accordingly, pursuant to the provision of Article
10 of the said Royal Decree of 14/27th November 1956, the Banks share
capital was fixed at Drachmae 581,407,680 divided into 404,880 shares,
each of a nominal value of Drachmae 1,436.
|     
|(iv)  |  | By a resolution passed on 14th April 1962 by the General Meeting of
Shareholders and a decision reached by the Board of Directors on
12th October 1962, the Banks share capital was increased by Drachmae
290,703,840 through the issue of 202,440 shares each of a nominal value of
Drachmae 1,436. As a result, the Banks share capital was increased to
Drachmae 872,111,520 divided into 607,320 shares of a nominal value of
Drachmae 1,436 each.                                                                                                                                                                                                                                                                                                                                     
|     
|(v)   |  | By a resolution passed by the General Meeting of Shareholders on 19th May
1969, the share capital of the Bank was increased by Drachmae 8,502,480
which was derived from withholding Drachmae 14 per share from the 1968
dividend; accordingly, the Banks share capital rose to Drachmae
880,614,000, divided into 1,214,640 shares, each of a nominal value of
Drachmae 725; such 1,214,640 shares having resulted from the exchange of
one (1) old share for two (2) new shares.                                                                                                                                                                                                                                                                                                          

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|(vi)   |  | Subsequently, by a resolution adopted by the General Meeting of
Shareholders on 28th May 1970, and in accordance with Emergency Law
148/1967, the Banks share capital was increased by Drachmae 220,153,500
through capitalization of the Special Reserve Fund which amounted to
Drachmae 219,934,660 and resulted from the issue of new shares above par,
and of Drachmae 218,840 out of the Extraordinary Reserve Fund. Such
capitalization resulted in the issue of 303,660 new shares, of a nominal
value of Drachmae 725 each, distributed, as provided for by Law, to the
shareholders in the proportion of one (1) new share to four (4) old
shares. Accordingly, the share capital came to Drachmae 1,100,767,500
divided into 1,518,300 shares of a nominal value of Drachmae 725 each.                                                                                                                                                                  
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|(vii)  |  | By a resolution passed on 7th September 1972 by the Extraordinary
General Meeting of Shareholders, the Banks share capital was further
increased by (a) Drachmae 157,252,500 through the issue against cash of
216,900 new registered shares, each of a nominal value of Drachmae 725 and
(b) Drachmae 366,922,500 by capitalization, according to Emergency Law
148/1967 as amended, of part of the increased value, amounting in total to
Drachmae 1,544,457,362 of the Banks fixed assets, through the issue of
506,100 new shares of a nominal value of Drachmae 725 each, distributed in
the proportion of one (1) new share to three (3) old shares; Drachmae
1,177,534,862 being the balance of the increased value thereof, having
been brought to special reserves as provided for by Legislative Decree
1229/1972. Thus, the Banks share capital came to Drachmae 1,624,942,500
divided into 2,241,300 shares of a nominal value of Drachmae 725 each.
|      
|(viii) |  | By a resolution adopted on 26th May 1975 by the General Meeting of
Shareholders, the Banks share capital was increased by Drachmae
64,997,700 by capitalization, in accordance with Emergency Law 148/1967 as
amended, of part of the special reserves that resulted from the increased
value of the fixed assets, through the issue of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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|     |  | 89,652 new shares, each of a nominal value of Drachmae 725, distributed in
the proportion of one (1) new share to twenty five (25) old shares.                                                                                                                                                                                                                                                                                                                                
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     |  | The Banks share capital thus came to Drachmae 1,689,940,200 divided into
2,330,952 shares of a nominal value of Drachmae 725 each.                                                                                                                                                                                                                                                                                                                                           
|    
|(ix) |  | By a resolution passed on 2nd  June 1977 by the General Meeting of
Shareholders, the Banks share capital was further increased by a total of
Drachmae 2,779,566,434 through capitalization of the increased value of
its real property, amounting to Drachmae 1,667,029,272, in accordance with
Law 542/1977, and of the non-capitalized balance of the increased value of
its real property, amounting to Drachmae 1,112,537,162, as provided for by
Emergency Law 148/1967.
|    
|     |  | According to Law 542/1977: (a) seventy five percent (75%) of the above
total, rounded off to Drachmae 2,039,583,000 in order that the new nominal
value of each share may be made an integral number, was applied to
increasing the nominal value of each share from Drachmae 725 to Drachmae
1,600 and (b) the balance of Drachmae 739,983,434 was increased by
Drachmae 5,920,566 drawn from the profits realized in 1976.                                                  
|    
|     |  | Accordingly, a total of Drachmae 745,904,000 was divided into 466,190 new
shares, each of a nominal value of Drachmae 1,600 and distributed to the
shareholders in the proportion of one (1) new share to five (5) old
shares.                                                                                                                                                                                                                                                
|    
|(x)  |  | By a resolution passed by the General Meeting of Shareholders on 25th May
1979, the Banks share capital was further increased by Drachmae
895,086,400 through the issue of 559,429 shares of a nominal value of
Drachmae 1,600 each.                                                                                                                                                                                                                                         

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|(xi)   |  | By a resolution adopted by the Extraordinary General Meeting of
Shareholders on 24th September 1982, the Banks share capital was
further increased by capitalization of: (a) the increased value that
resulted from readjustment of its real property value, as provided for
by Law 1249/1982, amounting to Drachmae 14,212,217,545.56 and (b)
Drachmae 53,212,354.44 from the reserves which emanated from the issue
of shares above par, i.e. by a total of Drachmae 14,265,429,900. Of
this, the amount of Drachmae 9,734,055,900 was applied to increasing
the nominal value of each share from Drachmae 1,600 to Drachmae 4,500,
and the balance of Drachmae 4,531,374,000 was divided into 1,006,972
new shares of a nominal value of Drachmae 4,500 each and distributed to
the shareholders in the proportion of three (3) new shares to ten (10)
old shares.
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|(xii)  |  | By a resolution adopted by the General Meeting of Shareholders on 24th
June 1983, a sum of Drachmae 665,927,970 was transferred from reserves,
which resulted from the issue of shares above par, to the share capital to
supplement it; such transfer having been prompted by the erroneous
calculation of readjustment of the Banks real property value as provided
for by Law 1249/1982. Accordingly, the Banks share capital amounted to
Drachmae 19,635,943,500 divided into 4,363,543 shares of a nominal value
of Drachmae 4,500 each.                                                                                                                                                                                                                                                                                                                       
|      
|(xiii) |  | By a resolution passed on 8th June 1988 by the General Meeting of
Shareholders, the Banks share capital was increased by capitalization of:
(a) Drachmae 34,784,009,378 i.e. the increased value that resulted from
readjustment of the Banks real property value, by virtue of joint
decision taken by the Ministers of National Economy and Finance on 22nd
February 1988 and (b) Drachmae 560,691,622 from the reserves that resulted
from the issue of shares above par, thus amounting to Drachmae
35,344,701,000 divided into 7,854,378 new shares of a nominal value of
Drachmae 4,500 each and distributed to the shareholders in the proportion
of nine (9) new                                                                                                                                                                                            

- 16 -



---



##### 





|      |  | shares to five (5) old shares. Accordingly, the share
capital rose to Drachmae 54,980,644,500 divided into 12,217,921 shares, each of a nominal
value of Drachmae 4,500.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(xiv) |  | By a resolution adopted by the General Meeting of Shareholders on 21st
June 1991, the Banks share capital was increased by (a) Drachmae
10,996,128,000 through the issue of 2,443,584 shares of a nominal value of
Drachmae 4,500 each, and (b) Drachmae 5,498,064,000 by capitalization of
an equal amount from the reserves that resulted from the issue of shares
above par. The said amount was divided into 1,221,792 new shares of a
nominal value of Drachmae 4,500 each and distributed to the shareholders
in the proportion of one (1) new share to ten (10) old shares.
Accordingly, the Banks share capital came to Drachmae 71,474,836,500
divided into 15,883,297 shares, each of a nominal value of Drachmae 4,500.
|     
|(xv)  |  | By a resolution adopted by the
General Meeting of Shareholders on 13th
July 1994, the Banks share capital was increased by Drachmae
16,424,627,006 resulting from readjustment of the Banks real property
value and capitalization thereof, as provided for by Laws 2065/92 and
1839/89. The amount of Drachmae 14,585,389, that resulted from the issue
of shares above par, was also added to the said amount.                                                                                                                                                                                                                                                                                                                  
|     
|      |  | The aggregate amount of Drachmae 16,439,212,395 was applied to increasing
the nominal value of each share from Drachmae 4,500 to Drachmae 5,535
each.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     
|      |  | Accordingly, the Banks share capital amounted to Drachmae 87,914,048,895
divided into 15,883,297 shares of a nominal value of Drachmae 5,535 each.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     
|(xvi) |  | By resolution of the Board of Directors, adopted at meeting No 1031 of
18th November 1994, the Banks share capital increased by Drachmae TWO
HUNDRED FORTY NINE THOUSAND SEVENTY FIVE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

- 17 -



---



##### 





|        |  | (249,075) through the issue of 45 new shares of a nominal value of
Drachmae 5,535 each; such issue resulting from the conversion into shares of
an equal number of convertible bonds issued in 1991. Accordingly, the
Banks share capital amounted to Drachmae 87,914,297,970 divided into
15,883,342 shares of a nominal value of Drachmae 5,535 each.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|(xvii)  |  | By resolution of the Board of Directors, adopted at meeting No 1047 of
22nd  November 1995, the Banks share capital increased by Drachmae FIFTY
FIVE THOUSAND THREE HUNDRED FIFTY (55,350) through the issue of 10 new
shares of a nominal value of Drachmae 5,535 each; such issue resulting
from the conversion into shares of an equal number of convertible bonds
issued in 1991. Accordingly, the Banks share capital amounted to Drachmae
87,914,353,320 divided into 15,883,352 shares of a nominal value of
Drachmae 5,535 each.                                                                                                                                                                                                                                                                                                         
|       
|(xviii) |  | By resolution adopted by the Extraordinary General Meeting of
Shareholders on 14th March 1997, the Banks share capital was increased by
Drachmae 13,421,431,280 through capitalization of the reserve fund arising
from the increased value of fixed assets under Law 2065/1992. The increase
was arrived at as follows: (a) an amount of Drachmae 4,209,088,280 was
applied to increase the nominal value of each share from Drachmae 5,535 to
Drachmae 5,800, (b) an amount of Drachmae 9,212,343,000 was allocated to
1,588,335 new shares of a nominal value of Drachmae 5,800 each,
distributed to the shareholders in the proportion of one (1) new share to
ten (10) old ones. Accordingly, the Banks share capital amounted to
Drachmae 101,335,784,600, divided into 17,471,687 common shares of a
nominal value of Drachmae 5,800 each.
|       
|(xix)   |  | By resolution adopted by the Extraordinary General Meeting of
Shareholders on 6th October 1997, the Banks share capital was increased
by Drachmae 20,267,154,600 through the issue against                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

- 18 -



---



##### 





|      |  | cash of 3,494,337 new registered shares of a nominal value of
Drachmae 5,800 each, distributed to the shareholders in the proportion of
two (2) new shares to ten (10) old ones.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      |  | Accordingly, the Banks share capital amounted to Drachmae 121,602,939,200
divided into 20,966,024 registered shares, of a nominal value of Drachmae
5,800 each.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     
|(xx)  |  | By resolution of the Board of Directors, adopted at meetings Nos 1094 and
1095 of 9th December 1997, the Banks share capital increased by Drachmae
9,368,589,200 through the issue of 1,615,274 new shares of a nominal value
of Drachmae 5,800 each; such issue resulting from the conversion into
shares of an equal number of convertible bonds issued in 1996.
Accordingly, the Banks share capital amounted to Drachmae
130,971,528,400, divided into 22,581,298 common registered shares of a
nominal value of Drachmae 5,800 each.                                                                                                                                                                                                                                                                                                                                                                                                           
|     
|(xxi) |  | By resolution adopted by the General Meeting of Shareholders on 25th May
1998, the Banks share capital was increased by Drachmae 26,194,308,000
through capitalization of: (a) Drachmae 6,368,790,543.65 resulting from
taxed reserves under Law 2579/98, (b) the balance of the increased value
that resulted from readjustment of the real property value, as provided
for by Law 2065/92, amounting to Drachmae 703,884,719 and (c) Drachmae
19,121,632,737.35 resulting from the reserves from the issue of new shares
above par. Such increase resulted in the issue of 4,516,260 new shares,
each of a nominal value of Drachmae 5,800, distributed, free of charge, to
the shareholders as at 25 May 1998, in the proportion of two (2) new
shares to ten (10) old shares. Accordingly, the Banks share capital
amounted to Drachmae 157,165,836,400 and is divided into 27,097,558 common
shares, of a nominal value of Drachmae 5,800 each.

- 19 -



---



##### 





|(xxii) |  | By resolution adopted by the Extraordinary General Meeting of
Shareholders on 9th September 1998, the Banks share capital was
increased:
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | by Drachmae 14,312,065,400 through the Banks absorption of the
Banking Société Anonyme under the name NATIONAL MORTGAGE BANK OF
GREECE S.A. (Sociétés Anonymes Registry No 6070/06/b/86/09), as
provided for by Article 16 of Law 2515/1997 in conjunction with the
provisions of Article 69 of Codified Law 2190/1920,                                      
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | by Drachmae 11,387,618,600 through an equal capitalisation of
the Banks share premium account reserve, in order to maintain the
nominal value of the Banks aggregate share capital at Drachmae 5,800
per share, subsequent to the merger of the Banking Société Anonyme
under the name NATIONAL MORTGAGE BANK OF GREECE S.A. through
absorption by the Bank.



|        |  | Accordingly, the Banks share capital amounted to Drachmae
182,865,520,400, divided into 31,528,538 common registered shares of a
nominal value of Drachmae 5,800 each.                                                                                                                                                                                                                                                                                                                                                                                                            
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|(xxiii) |  | By resolution of the Board of Directors, adopted at meetings Nos 1116
and 1118 of 8th December 1998 and 16th December 1998 respectively, the
Banks (share) capital increased by (Drachmae) 9,368,589,200 through the
issue of 1,615,274 new shares of a nominal value of Drachmae 5,800 each;
such issue resulting from the conversion into shares of an equal number of
convertible bonds issued in 1996. Accordingly, the Banks share capital
amounted to Drachmae 192,234,109,600, divided into 33,143,812 common
registered shares of a nominal value of Drachmae 5,800 each.
|       
|(xxiv)  |  | By resolution of the Board of Directors, adopted at meetings Nos 1117
and 1118 of 8th December 1998 and 16th December 1998 respectively, the
Banks share capital increased by Drachmae 13,096,005,600 through the
issue of 2,257,932 new shares of a                                                                                                                                                                                                                                                                                                                              

- 20 -



---



##### 





|        |  | nominal value of Drachmae 5,800 each; such issue resulting from the
conversion into shares of 1,128,966 convertible bonds issued in 1991.
Accordingly, the Banks share capital amounted to Drachmae
205,330,115,200, divided into 35,401,744 common registered shares of a
nominal value of Drachmae 5,800 each.                                                                                                                                                                                                                                                                                                                                   
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|(xxv)   |  | By resolution adopted by the Extraordinary General Meeting of
Shareholders on 29th January 1999 each share was split into four complete
shares, with a corresponding reduction in its nominal value from Drachmae
5,800 to Drachmae 1,450. Accordingly, the Banks share capital amounted to
Drachmae 205,330,115,200, divided into 141,606,976 common registered
shares of a nominal value of Drachmae 1,450 each.                                                                                                                                                                                                                                 
|       
|(xxvi)  |  | By resolution adopted by the Extraordinary General Meeting of
Shareholders on 6th April 1999, the Banks share capital was increased by
Drachmae 21,522,384,800 through the issue against cash of 14,843,024 new
common registered shares of a nominal value of Drachmae 1,450 each;
682,326 of the above shares were distributed to the Banks employees and
14,160,698 shares were distributed to the shareholders in the proportion
of one (1) new share to 10 old ones. Accordingly, the Banks share capital
amounted to Drachmae 226,852,500,000 divided into 156,450,000 common
registered shares, of a nominal value of Drachmae 1,450 each.
|       
|(xxvii) |  | By resolutions of the Board of Directors, adopted at meetings No 1136
dated 14th June 1999 and No 1137 dated 14th June 1999, the Banks share
capital increased by Drachmae 5,092,400 through the issue of 3,512 new
shares of a nominal value of Drachmae 1,450 each; such issue resulting
from the conversion into shares of 439 convertible bonds issued in 1991.
Accordingly, the Banks share capital amounted to Drachmae
226,857,592,400, divided                                                                                                                                                                                            

- 21 -



---



##### 





|         |  | into 156,453,512 common registered shares of a nominal value of
Drachmae 1,450 each.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        
|(xxviii) |  | By resolutions of the Board of Directors, adopted at meetings No 1143
dated 15 November 1999 and No 1144 dated 15 November 1999, the Banks
share capital increased by Drachmae 9,368,589,200 through the issue of
6,461,096 new shares of a nominal value of Drachmae 1,450 each; such issue
resulting from the conversion into shares of 1,615,274 convertible bonds
issued in 1996. Accordingly, the Banks share capital amounted to Drachmae
236,226,181,600, divided into 162,914,608 common registered shares of a
nominal value of Drachmae 1,450 each.
|        
|(xxix)   |  | By resolution adopted by the
General Meeting of Shareholders on 18th
April 2000, the Banks share capital was increased by Drachmae
94,490,473,800 through an equal capitalization of the Banks reserve fund
emanated from the issue of shares above par.                                                                                                                                                                                                                                                                                                     
|        
|         |  | Such increase resulted in the issue of 65,165,844 new shares, each of a
nominal value of Drachmae 1,450, distributed, free of charge, to the
shareholders as at 26 April 2000 in the proportion of four (4) new shares
to ten (10) old shares.                                                                                                                                                                                                                                                                                                                 
|        
|         |  | Accordingly, the Banks share capital amounted to Drachmae
330,716,655,400 and is divided into 228,080,452 common registered shares,
of a nominal value of Drachmae 1,450 each.                                                                                                                                                                                                                                                                                                                                                                                
|        
|(xxx)    |  | By resolutions of the Board of Directors, adopted at meetings No 1164
dated 15 November 2000 and No 1165 dated 15 November 2000, the Banks
share capital increased by Drachmae 9,368,589,200 through the issue of
6,461,096 new shares of a nominal value of Drachmae 1,450 each; such issue
resulting from the conversion into shares of 1,615,274 convertible bonds
issued in 1996. Accordingly, the Banks share capital amounted to Drachmae                                                                                                              

- 22 -



---



##### 





|         |  | 340,085,244,600, divided into 234,541,548 common registered shares of a
nominal value of Drachmae 1,450 each.                                                                                                                                                                                                                                                                                                                                                                                                  
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        
|(xxxi)   |  | By resolution adopted by the General Meeting of Shareholders on 26th
April 2001, the Banks share capital was reduced by Drachmae 9,368,589,200
through the cancellation of 6,461,096 own shares purchased from the Public
Company of Transferable Securities S.A. (DEKA S.A.)                                                                                                                                                                                                                                 
|        
|         |  | Accordingly, the Banks share capital amounts to Drachmae 330,716,655,400
and is divided into 228,080,452 common registered shares, of a nominal
value of Drachmae 1,450 each.                                                                                                                                                                                                                                                                                                                                 
|        
|(xxxii)  |  | By resolution adopted by the General Meeting of Shareholders on 26th
April 2001, the Banks share capital was increased by Drachmae
19,016,207,686, through an increase in the nominal value of the Banks
share from Drachmae 1,450 to Drachmae 1,533.375, by capitalization of (a)
an increase by Drachmae 10,637,258,098 in the value of the Banks real
property pursuant to Law 2065/1992, and (b) an amount of Drachmae
8,378,949,588 resulting from the reserves from the issue of new shares
above par.
|        
|         |  | Accordingly, the Banks share capital amounts to Drachmae
349,732,863,086, divided into 228,080,452 common registered shares, of a
nominal value of Drachmae 1,533.375 each.                                                                                                                                                                                                                                                                                                                                   
|        
|(xxxiii) |  | By resolutions of the Board of Directors, adopted at meetings No 1187
dated 15 November 2001 and No 1188 dated 15 November 2001, the Banks
share capital increased by Drachmae 9,907,289,213 through the issue of
6,461,100 new shares of a nominal value of Drachmae 1,533.375 each; such
issue resulting from the conversion into shares of 1,615,275 convertible
bonds issued in 1996.                                                                                                                     

- 23 -



---



##### 





|        |  | Accordingly, the Banks share capital amounted to Drachmae
359,640,152,299, divided into 234,541,552 common registered shares of a
nominal value of Drachmae 1,533.375 each.                                                                                                                                               
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|(xxxiv) |  | By resolution adopted by the General Meeting of Shareholders on 26th
November 2001, the Banks share capital was reduced by Drachmae
9,907,289,213 through the cancellation of 6,461,100 own shares which
resulted from the conversion of 1,615,275 bonds purchased from the Public
Company of Transferable Securities S.A.
|       
|        |  | Accordingly, the Banks share capital amounts to Drachmae 349,732,863,086
and is divided into 228,080,452 common registered shares, of a nominal
value of Drachmae 1,533.375 each.                                                                                                                                         
|       
|(xxxv)  |  | By resolution adopted by the General Meeting of Shareholders on 9th May
2002, and under the provisions of Article 12 of Law 2842/2000, the share
capital and the nominal value of the share were converted into euro only.                                                                                                 
|       
|        |  | Accordingly, the Banks share capital amounts to euro 1,026,362,034 and
is divided into 228,080,452 common registered shares, of a nominal value
of euro 4.50 each.                                                                                                                                                        
|       
|(xxxvi) |  | By resolution adopted by the Repeat General Meeting of Shareholders on
20th November 2002, the Banks share capital was increased:                                                                                                                                                                                         



|(a) |  | by euro 8,086,472.32, through the merger by absorption, by National
Bank of Greece, of the banking Société Anonyme National Investment Bank
of Industrial Development S.A. (ETEBA) (Register of Sociétés Anonymes
Number 6075/06/B/86/14), in compliance with the provisions of Article 16
of Law 2515/1997, in conjunction with the provisions of Articles 69 seq.
of Codified Law 2190/1920.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | by euro 8,970,930.68, resulting from an equivalent capitalisation of
a part of the Banks share premium account reserve, which was decided so
that the nominal value of the total number of National                                                                                                                                                                                            

- 24 -



---



##### 





|         |  | Bank of Greece shares remains at euro 4.50 following the decided
merger by absorption of National Investment Bank of Industrial
Development S.A. (ETEBA) by the Bank.                                                                                                                                                                                                                  
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        
|         |  | Accordingly, the Banks share capital amounts to euro 1,043,419,437 and
is divided into 231,870,986 common registered shares, of a nominal value
of euro 4.50 each.                                                                                                                                                                                                                      
|        
|(xxxvii) |  | By resolution adopted by the
Ordinary General Meeting of Shareholders on 9th
May 2003, the share capital was increased by euro 104,341,945.50
through the issue of 23,187,099 new shares of a nominal value of euro
4.50 each, which resulted from capitalisation of reserves and were
distributed to the shareholders as bonus shares, at a ratio of one (1)
new to ten (10) old shares.
|        
|         |  | Accordingly, the Banks share
capital amounts to euro 1,147,761,382.50 and is divided into
255,058,085 shares, of a nominal value of euro 4.50 each.                                                                                                                                                                                                                                     

- 25 -



---



##### 



Article 5



|1. |  | With each issue of new shares, their price may not be set below par. In
the event of issue of new shares above par, the difference between the par
value and the issue price may not be applied to the payment of dividends
or fractions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The resolution passed by the governing body authorized, under Codified
Law 2190/1920 and these Articles of Association, to increase the share
capital or issue a bond loan, must at least specify the amount of the
capital increase or bond loan, the mode of cover thereof, the number and
class of shares or bonds to be issued, their nominal value and issue
price, and the deadline for cover thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|3. |  | Cash payments in cover of the initial capital or any increase thereof, as
well as shareholders deposits intended for share capital increase in the
future, shall be made into a special account in the Companys name, held
with any bank legally operating in Greece.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|4. |  | Under the provisions of Article 13 of Codified Law 2190/1920, the General
Meeting may grant to the Board of Directors the power to increase the
share capital or issue a bond loan, by a resolution subject to the
publication formalities provided for by Article 7b of the said Law. In
this case, the share capital may be increased up to the sum of capital
which has been paid up at the date of delegation of the said power to the
Board, whereas the amount of the bond loan may not exceed half of the sum
of share capital which has been paid up at such date. The aforesaid powers
of the Board may be renewed by the General Meeting for periods not
exceeding five years for each renewal and becoming effective upon expiry
of the previous five-year period. The said resolution of the General
Meeting is subject to the publication formalities provided for by Article
7b of Codified Law 2190/1920. As an exception to the provisions of the
previous subparagraph, when the companys reserves exceed one fourth (1/4)
of its paid-up share capital, an increase in said share capital requires

- 26 -



---



##### 





|   |  | a General Meeting resolution passed in conformity with the provisions
of Article 29, Paragraphs 3 and 4 and Article 31, Paragraph 2 of
Codified Law 2190/1920 as is in force, and a respective amendment to
the Article hereof related to the share capital.                                                                   
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Capital increases decided upon under subparagraph 1 of this paragraph
shall not constitute an amendment to the Articles of Association.                                                                                                                                                                                        
|  
|5. |  | In all cases of share capital increase not effected by contribution in
kind, or of issue of bonds convertible into shares, a preference right on
the entire new capital or bond loan shall be given to shareholders of
record at the time of issue, in proportion to their equity holding.                                     
|  
|   |  | After expiry of the deadline (which shall in no case be less than one
month) for exercising the preference right designated by the Companys
body which decided on the increase, shares not taken up as above shall be
allocated by the Board of Directors as it sees fit.                                                     
|  
|   |  | In the event that the Companys body which decides on the share capital
increase fails to set a deadline for exercising the preference right, such
deadline, or any extension thereto, shall be set by the Board of
Directors, by a decision taken within the time limits provided for by
Article 11 of Codified Law 2190/1920.
|  
|   |  | The invitation to exercise the preference right, which must also indicate
the deadline set for exercising such right, shall be published in the
Bulletin for Sociétés Anonymes and Limited Liability Companies of the
Government Gazette.                                                                                      
|  
|   |  | The invitation to exercise the preference right may however be also sent
to the shareholders by registered mail against receipt.                                                                                                                                                                                               
|  
|   |  | The aforesaid invitation and deadline for exercising the preference right
may be omitted, if shareholders who attended the General Meeting
represented the entire share capital and were informed of                                                                                                                           

- 27 -



---



##### 





|   |  | the deadline set for exercising the preference right, or declared
whether they decided to exercise the preference right or not.                                                                                     
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|6. |  | The aforesaid preference right may be limited or abolished by a
resolution adopted by the General Meeting of Shareholders and pursuant to
the provisions of Article 13 Paragraphs 6 and 7 of Codified Law 2190/1920.

Article 6



|1. |  | As specified by Codified Law 2190/1920, Article 11a, the shares are
registered. Should it be permitted to banks in the future to issue shares
to bearer (deregistration of shares), the conversion of currently
registered shares to bearer shares shall be effected by a resolution
adopted by the General Meeting of Shareholders.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Shares shall be dematerialised, registered with the Central Securities
Depository (CSD) without any serial number, and monitored by means of
entries with the said Depository.                                                                                                                                                      
|  
|3. |  | Rights and obligations arising under each share apply to the person
registered with the CSD as a shareholder.                                                                                                                                                                                                                       
|  
|4. |  | Shares are indivisible. In case of joint ownership, the joint owners
rights shall be exercised only by a joint representative. Joint owners
shall be jointly and severally liable as regards the discharge of
obligations deriving from the joint ownership.                                                                       
|  
|5. |  | Upon acquisition of a share, the shareholder accepts the Banks Articles
of Association, the resolutions of the General Meetings of Shareholders
and the decisions reached by the Board of Directors.                                                                                                                               
|  
|6. |  | By a resolution adopted under the provisions of Article 29 Paragraph 3
and 4 and Article 31 Paragraph 2 of Codified Law 2190/1920, the General
Meeting may establish a plan for allocating Company shares                                                                                                                           

- 28 -



---



##### 





| |  | to the Directors and employees of the Company, as well as of
associated companies as defined under Article 42e Paragraph 5, in the
form of stock purchase options under the terms of the said resolution,
a summary of which shall be published in conformity with the
formalities provided for by Article 7b. Such General Meeting resolution
must designate the highest number of shares that may be issued, which
cannot exceed 1/10 of existing shares if beneficiaries exercise the
stock purchase option, and the price and allocation terms of
beneficiaries shares. Adopting a resolution to this effect, the
Companys Board of Directors shall arrange all other details not
otherwise arranged by the General Meeting, issue stock option
certificates and, in December of each year, issue shares to
beneficiaries who have exercised their option, increasing the Companys
capital accordingly, and certify this capital increase in conformity
with Article 11. Such capital increases shall not constitute an
amendment to the Articles of Association and Article 13, Paragraph 5 of
Codified Law 2190/1920 shall not apply thereto.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 29 -



---



##### 



CHAPTER THREE

GENERAL MEETING OF SHAREHOLDERS

Article 7



| |  | The General Meeting of Shareholders is the Banks supreme body entitled to
decide on each single matter concerning the Bank. Its lawful resolutions
shall be binding upon all the shareholders, even those absent or
dissenting.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Article 8



|1. |  | All Banks shareholders have the right to participate in the General
Meeting.                                                      
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The shareholders may be represented at the General Meeting by other
person duly authorized.                                        
|  
|3. |  | Each share shall entitle the holder to one vote. The number of each
shareholders votes shall be equal to the number of his shares.

Article 9



|1. |  | The General Meeting alone shall be authorized to decide upon:
|-- |  | -------------------------------------------------------------



| | (a) |  | The amendments to the Articles of Association. Such amendments
shall be also deemed to include the increases or decreases in the
Banks share capital, excluding the share capital increase decided
upon by the Board of Directors under Paragraph 4, Article 5 hereof;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | The election of the members of the Board of Directors and the
auditors;                                                                                                                                                                                                
|
| | (c) |  | The approval of the Banks Annual Financial Statements;                                                                                                                                                                                                                
|
| | (d) |  | The appropriation of the annual profits;                                                                                                                                                                                                                               
|
| | (e) |  | The issue of bond loans;                                                                                                                                                                                                                                               

- 30 -



---



##### 





| | (f) |  | The merger, split, conversion, revival, extension of duration or
dissolution of the Bank;
| | --- |  | -----------------------------------------------------------------------------------------
|
| | (g) |  | The appointment of liquidators; and                                                      
|
| | (h) |  | Any other matter provided for by Law.                                                    



|2. |  | The election of provisional Directors to replace Directors who resigned,
died or were discharged for any reason whatsoever shall not fall within
the authority of the General Meeting.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3. |  | The General Meeting shall otherwise decide upon all such Board proposals
as shall be listed on the agenda.                                                                            

Article 10



|1. |  | The General Meeting of Shareholders shall be convened by the Board of
Directors and held regularly at the Companys registered office at least
once a year, always within six months of the end of each financial year.
An extraordinary General Meeting may be convened by the Board of Directors
whenever deemed appropriate.                                                                                                                
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Exceptionally, the General Meeting may also be held at another place
within Greek territory, upon special permission granted by the Minister of
Trade, as more specifically defined in Article 25, Subparagraph 2 of Law
2190/1920. Such permission is not required when shareholders representing
the entire share capital are present or represented at the Meeting and
none of them objects to holding the Meeting and adopting resolutions.
|  
|2. |  | The ordinary General Meeting shall examine the Annual Financial
Statements and the reports of the Board of Directors and of the auditors
on such Statements and shall decide on their approval.                                                                                                                                                                                                                                                
|  
|3. |  | The ordinary General Meeting shall elect at least one auditor and one
substitute, as more specifically provided for under Article 33, Paragraph
1 hereof.                                                                                                                                                                                                                                                                                      

- 31 -



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##### 





|4. |  | After approval of the Annual Financial Statements, the General Meeting
shall by special ballot, effected by roll-call, decide upon discharging
the Board of Directors and the auditors from all personal liability. Such
discharge shall have no effect in the cases under Article 22a of Codified
Law 2190/1920. The members of the Board and such employees as are
shareholders of the Bank may take part in such voting only in respect of
the number of shares they own.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Article 11



|1. |  | With the exception of repeat meetings and meetings deemed similar to
them, the General Meeting shall be convened at least twenty days prior to
the date fixed for the meeting. Non-business days shall be included in the
said period. The date of publication of the notice convening the General
Meeting and the date of the meeting itself shall not be included.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | A notice convening the General Meeting is not required in the event that
shareholders representing the entire share capital are present or
represented at the Meeting and none of them objects to holding the Meeting
and adopting resolutions.                                                                                                                     
|  
|3. |  | The notice convening the General Meeting, clearly indicating at least the
building, date and time of the meeting and the items on the agenda, shall
be displayed in a conspicuous place in the Banks Head Office premises and
published as follows:                                                                                                                



|(a) |  | in the Bulletin for Sociétés Anonymes and Limited Liability Companies
of the Government Gazette pursuant to the provisions of Article 3 of
Presidential Decree dated 16 January 1930 re Bulletin for Sociétés
Anonymes,            
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | in a daily newspaper selected amongst the newspapers under Article 3
of Legislative Decree 3757/1957, as is in force, published in Athens and
having, at the discretion of the Board of Directors, wider circulation in
Greece, and

- 32 -



---



##### 





|(c) |  | a daily financial newspaper amongst those which:
|--- |  | ------------------------------------------------



| | (aa) |  | are published 6 days a week for at least 3 consecutive
years as principally financial newspapers,                                                                                                                                                             
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (bb) |  | have had a circulation of at least 5,000 copies a day
throughout the three-year period,                                                                                                                                                                       
|
| | (cc) |  | comply with the standards designated by a joint decision
of the Minister of Trade and the Minister of Press and Mass Media
in order to be eligible as financial newspapers, as more
specifically defined in Article 26, Paragraph 2, Point c of Law
2190/1920.



|(d) |  | in a daily or at least weekly newspaper amongst those published in the
place of its registered office and, in the event that no newspaper is
published there, in one daily or at least weekly newspaper amongst those
published in the capital of the Prefecture where the Company has its
registered office.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Daily or weekly newspapers must comply with the standards of Article 1 of
Legislative Decree 1263/1972 and Article 2 of Law 4286/1963, respectively,
as is in force, and have been in uninterrupted circulation, at least as
weekly newspapers, for a minimum period of three (3) years.                                                                           
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The notice shall be published ten (10) full days in advance in the
aforesaid Bulletin for Sociétés Anonymes and Limited Liability Companies
of the Government Gazette and twenty (20) full days in advance in the
aforesaid daily or weekly newspapers or financial press. In the event of
repeat General Meetings, the above time limits shall be reduced by half.

- 33 -



---



##### 



Article 12



|1. |  | Shareholders who have deposited with the Bank the relevant CSD
certificate at least five (5) days prior to the date fixed for the General
Meeting shall be entitled to participate in and vote at the General
Meeting.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The time limit set in the previous paragraph shall also apply to the
deposit with the Bank of the documents legalizing the shareholders
representatives or proxies.                                                  
|  
|3. |  | The shareholders that have not complied with the provisions of this
Article may take part in and vote at the General Meeting only by its
permission.                                                                  
|  
|4. |  | Legal entities may participate in the General Meeting designating up to
three persons as their representatives.                                                                                                       

Article 13



|1. |  | A list of the shareholders who have voting power, indicating the number
of shares and of votes of each, the names of their proxies, if any, as
well as the shareholders and their proxies addresses should be displayed
in a conspicuous place in the Banks Head Office premises forty eight (48)
hours prior to each General Meeting. The Board of Directors shall without
fail indicate in the said list all such shareholders as shall have
complied with the provisions of the preceding article.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Should a shareholder or proxy thereof object to the list, such objection
may be raised only at the commencement of the meeting and prior to the
discussion of the items on the agenda.                                                                                                                                                                                                                                                                                                                  

- 34 -



---



##### 



Article 14



|1. |  | The Chairman of the Board of Directors shall also temporarily preside
over the General Meeting. Should the Chairman be unable to attend, he
shall be replaced by the substitute designated in article 21 paragraph 2.                                                                                                  
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Should such substitute be also unable to attend, the General Meeting shall
be temporarily presided over by such shareholder as shall own most of the
shares, or by such shareholders legal representative. Two of the
shareholders or proxies present, designated by the Chairman, shall act as
temporary secretaries.
|  
|2. |  | After ratification of the list of shareholders, the General Meeting shall
forthwith proceed to elect the definitive Executive Committee, consisting
of a Chairman and two (2) secretaries; the latter also acting as vote
counters.                                                                                    

Article 15



|1. |  | The General Meeting of Shareholders shall be considered to have the
quorum required and shall duly deliberate on the items on the agenda when
shareholders owning at least one fifth (1/5) of the paid-up capital shall
be present or represented. Should there be no such quorum, the General
Meeting shall again be convened within twenty (20) days as of the date the
meeting was cancelled, with notice being given at least ten (10) clear
days beforehand, whereupon it shall be considered to have the quorum
required and shall duly deliberate on the original items on the agenda
whatever the paid-up share capital represented.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Exceptionally, in respect of decisions regarding a change in the
Companys nationality, registered office or business object, an increase
in the shareholders liabilities, a share capital increase not provided
for by the Articles of Association in conformity with Article 13
Paragraphs 1 and 2 of Law 2190/1920, as is in force, or required by Law,
or made by capitalisation of reserves, a decrease in share                                                                                                                                                                                                                      

- 35 -



---



##### 





| |  | capital, an issue of a bond loan, a change in the method of distribution of
profits, a conversion of the Companys stock from bearer to registered
shares, a merger, split, conversion, revival, extension of duration or
dissolution of the Company, a delegation, or renewal of, a power to the
Board of Directors to increase the share capital or issue a bond loan
in accordance with Article 13, Paragraph 1 of Law 2190/1920 as is in
force, the General Meeting shall be considered to have a quorum and
shall duly deliberate on the items on the agenda when shareholders
representing two thirds (2/3) of the paid-up share capital are present
or represented.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Should there be no quorum in the first meeting as described in the
preceding paragraph, a first repeat meeting shall be convened within
twenty (20) days as of the aforesaid meeting, with notice being given at
least ten (10) clear days beforehand, and it shall be considered to have
the quorum required and shall duly deliberate on the original items on the
agenda when at least one half (1/2) of the paid-up share capital shall be
represented.                                                                                                                                                                                                               
|
| |  | Should neither such quorum be obtained, a second repeat meeting shall be
convened again within twenty (20) days, with notice being given at least
ten (10) clear days beforehand, and it shall be considered to have the
quorum required and shall duly deliberate on the original items on the
agenda when at least one third (1/3) of the paid-up share capital shall be
represented.                                                                                                                                                                                                                                                                                   

Article 16



|1. |  | General Meeting decisions shall be reached by absolute majority of the
votes represented thereat.                                                                         
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Exceptionally, decisions on issues under Article 15 paragraph 2 hereof
shall be reached by a majority of two thirds (2/3) of the votes
represented at the General Meeting.

- 36 -



---



##### 



Article 17



|1. |  | A summary of the General Meeting minutes shall be recorded in a special
book and shall be ratified by the signatures of the Chairman of the
General Meeting and two secretaries. Should a shareholder so request, the
Chairman of the General Meeting shall record in the minutes an accurate
summary of the shareholders opinion.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | A list of such shareholders as shall be present or represented at the
General Meeting by proxy shall be also recorded in the same book; such
list being prepared as provided for in Article 13 hereof.                                                                                                                             
|  
|3. |  | The copies or abstracts of the General Meeting minutes shall be ratified
by the Chairman of the General Meeting or by the Chairman of the Board of
Directors or his legal substitute.                                                                                                                                              

- 37 -



---



##### 



CHAPTER FOUR

BOARD OF DIRECTORS

Article 18



|1. |  | The Bank is administered by a Board of Directors consisting of nine (9)
to fifteen (15) members.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The Board members are elected by the General Meeting of shareholders
which shall each time specify the exact number of such members. The
members of the Board of Directors may at any time be discharged by the
General Meeting.                                                                                                                                                                                                                                                                                                                                                        
|  
|3. |  | Should a Director cease to be on the Board as a result of resignation,
death or discharge due to any reason whatsoever, the remaining Directors
shall, subject to at least five (5) of them being present, temporarily
elect another Director to fill the vacancy for the unexpired term of
office of the Director replaced. Such election shall be submitted for
approval to the General Meeting of Shareholders immediately following. The
actions of the Directors so elected shall be deemed to be valid even if
their election shall not have been approved by the General Meeting.
|  
|4. |  | The appointment and the discharge of the members of the Board of
Directors under any reason whatsoever, as well as the persons authorized
to represent the Bank jointly or individually, together with their
identification data, shall be published as provided for by Articles 7a and
7b of Codified Law 2190/1920, as is in force.                                                                                                                                                                                                                                                   

- 38 -



---



##### 



Article 19



|1. |  | Subject to Article 18 paragraph 3, the Directors are elected by the
General Meeting for a term of three (3) years. The term of office of the
Directors shall end at the ordinary General Meeting of the year in which
the three-year term as of their election shall have expired.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The Directors shall always be eligible for re-election.                                                                                                                                                                                                                           

Article 20



|1. |  | The Directors shall be discharged if they shall unduly fail to
participate in or be represented at the Board meetings for over six (6)
months. The discharge from office shall be definitive as of the date on
which the Board of Directors shall decide thereon by resolution recorded
in the minutes.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The resignation of a Director shall be submitted to the Board and shall
become definitive when received by the Bank, acceptance thereof not being
necessary.                                                                                                                                           

Article 21



|1. |  | The Board of Directors elects by absolute majority from among its members
the Chairman of the Board, the Banks Governor  who shall manage the
Banks operations  and one to five Deputy Governors. The Chairman of the
Board may also be elected as the Banks Governor.                                          
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Should the Chairman be absent, prevented or deceased, he shall be
substituted by the Governor and, should the Governor be absent, prevented
or deceased, by the senior Deputy Governor by order of election; in case
of simultaneous election of the Deputy Governors, by the Deputy Governor
nominated by the Board.

- 39 -



---



##### 





|3. |  | The Board of Directors shall be constituted as such at its first meeting
convened after each election of Directors by the General Meeting, as well
as whenever the Chairmans or Governors post shall for any reason be
vacant. Until the Board of Directors elects a new Chairman or Governor,
the duties involved shall be discharged by his substitute as provided for
in paragraph 2.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|4. |  | The Chairman of the Board or his substitute presides over the meetings of
the Board of Directors, introduces the subjects for discussion and manages
the affairs of the Board.                                                                                                                                                                                                            
|  
|5. |  | The Board of Directors elects its secretary who may be either one of its
members or a third party.                                                                                                                                                                                                                                                                                        

Article 22



|1. |  | The Board of Directors represents the Bank judicially and
extra-judicially and may by its decision entrust the exercise of all or
part of its powers and authorities, including the right of representation,
to the Governor, the Deputy Governors, to one or more of its members or to
the Banks Managers or even to third parties; such decision also
specifying the subjects in respect of which the said powers are conferred,
excluding such subjects as may require collective action of the Board of
Directors.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The Board of Directors may also decide to entrust the exercise of part of
its powers and authorities, including the right of legal representation,
to the staff of the Bank or to such other persons as are technically or
otherwise qualified, as provided for by Article 18 paragraph 2 and Article
22 paragraph 3 of Codified Law 2190/1920, as is in force.                                                                                                                                                        

- 40 -



---



##### 





|3. |  | The Board of Directors may confer to the Governor and the Deputy
Governors the right of further conferring, to the staff of the Bank, the
powers and authorities mentioned under paragraphs 1 and 2.                                                                                                                                                   
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|4. |  | The Board of Directors may designate that should the Governor be absent,
prevented or deceased, he shall be substituted, in the exercise of the
entire range of his duties and powers, by the senior Deputy Governor by
order of election and, in case of simultaneous election of the Deputy
Governors, by the Deputy Governor nominated by the Board.

Article 23



|1. |  | The Board of Directors shall be the proper body to decide on each single
matter concerning the Banks management, its property management and,
generally, to ensure that the corporate objects are fulfilled. Such
matters as may according to Law and these Articles of Association fall
under the exclusive authority of the General Meeting shall be excluded
from the Boards jurisdiction.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The acts of the Board of Directors, even if in excess of the corporate
objects, shall be binding upon the Bank against third parties, unless it
is proved that such third party/ies was/were or should be aware of such
excess; observation only of the requisite publication formalities
regarding the Banks Articles of Association or the amendments thereto not
constituting a proof.     
|  
|3. |  | The powers of the Board of Directors shall include:                                                                                                                                                                                                                                                                                                                                            



| | (a) |  | Establishment of branch offices, agencies and representative
offices in Greece and abroad;
| | --- |  | ------------------------------------------------------------------------------------------
|
| | (b) |  | Participation of the Bank in other banks in Greece or abroad,
or divestment thereof;      

- 41 -



---



##### 





| | (c) |  | Approval of the Banks by-laws;                                                                                                                    
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (d) |  | Nomination of the Banks General Managers and Managers upon the
Governors recommendation;                                                         
|
| | (e) |  | Audit and approval of the Banks Annual and Consolidated
Financial Statements;                                                                     
|
| | (f) |  | Establishment of associations, foundations under Article 108 of
the Greek Civil Code and participation in Companies under Article 784
of such Code.



|4. |  | The Bank is bound in its transactions by either one or two authorized
signatories. The Board of Directors authoritatively confers single
signatory powers only to the Governor and the Deputy Governors.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Article 24

As provided for by Article 22 paragraph 4 of the Articles of Association, the
Bank shall be represented in Courts by the Governor or his substitute. Should
the Bank be required to appear personally in the Courts, the Public
Prosecutors Office or any other Judicial Authority, or in the event of: (a)
taking an oath, (b) filing a complaint or suit and waiving same, (c) declaring
appearance as a prosecuting party in criminal courts during preliminary and
judicial hearings and waiving same, (d) exercising legal remedies upon criminal
judgments and decrees and waiving same, as well as in all cases in general
requiring personal appearance in a court, the Public Prosecutors Office or any
other judicial authority the Bank shall, besides its Governor and his
substitutes, be legally represented by any Manager or Assistant Manager of the
Banks Administration, Regional Administrations or Regional Divisions; in
respect of the affairs of its Offices and Branches, the Bank may also be
represented by the Office or Branch Manager or his substitute, or by any one of
its Assistant Managers or Chiefs of Section.

- 42 -



---



##### 



Article 25



|1. |  | The Board of Directors shall ordinarily meet at the Companys registered
office once each calendar month, and extraordinarily when the Chairman
sees fit, or at the Directors request, as provided for by Paragraph 3 of
this Article.                                                                                                                                                                                                  
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The Board of Directors shall be convened by the Chairman, by means of a
notice given to the Directors at least two working days prior to the
meeting. The notice must clearly specify the items on the agenda.
Otherwise, a resolution may be adopted only if all Directors are present
or represented and none of them objects to adopting a resolution.                                                                                
|  
|3. |  | A meeting of the Board may be requested by two Directors submitting an
application to the Chairman, who is be obliged to call the Board within
ten (10) days of such submission. Should the Chairman refuse to call the
Board within the said period, the Directors who applied for the meeting
may call the Board themselves, within five (5) days of expiry of the
ten-day period, giving notice to that effect to the other Directors.
|  
|   |  | The aforesaid application of the Directors shall clearly specify the items
on which the Board shall deliberate.                                                                                                                                                                                                                                                                                                                          
|  
|4. |  | At the request of two Directors, the Chairman is obliged to record on the
agenda of the first meeting held after submission of the said request
every item which shall be proposed.                                                                                                                                                                                                                                                      
|  
|5. |  | Subject to Paragraph 1 of this Article, the Board of Directors may
legally meet at a place other than the place of the Companys registered
office, whether in Greece or abroad, provided that all the Directors are
present or represented at the meeting and none of them objects to holding
the meeting and adopting resolutions.                                                                                                     

- 43 -



---



##### 



Article 26



|1. |  | The Board of Directors shall be considered to have the quorum required
and shall duly deliberate when one half plus one of the Directors is
present or represented, but under no circumstances may the number of
Directors present in person be less than five. For the purpose of
determining the number of the quorum required, any resulting fraction
shall be omitted.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The resolutions adopted by the Board of Directors shall be valid when
reached by an absolute majority of the votes of Directors present or
represented, unless otherwise provided for by Law or by the Articles of
Association.                                                                                                                                           
|  
|3. |  | Should a member of the Board of Directors be absent or unable to attend
the Board meeting, such member may by letter appoint any other Board
member as his proxy. Each Director may duly represent only one of the
other Directors. No one may be appointed representative if not a member of
the Board.                                                                  

Article 27



|1. |  | The proceedings and decisions reached by the meeting of the Board of
Directors shall be recorded in summary form in a special book which may
also be stored on a computer file. At the request of a Director, the
Chairman is obliged to record in the minutes an accurate summary of the
Directors opinion. A list of the Directors who were present or
represented at the meeting shall also be recorded in the said book.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Copies of the minutes of Board of Directors meetings, which are required
to be registered with the Sociétés Anonymes Registry in conformity with
Article 7a of Law 2190/1920 as is in force, shall be                                                                                                                                                                                                                        

- 44 -



---



##### 





|   |  | filed with the Ministry of Trade within twenty (20) days of the Board
meeting.                                             
|-- |  | ---------------------------------------------------------------------------------------------------------------------------
|  
|3. |  | Copies and excerpts of the Board meeting minutes shall be validated by
the Chairman or, if unable, by his legal substitute.

Article 28

Subject to the provisions governing the legality of transactions between the
Bank and members of its Board of Directors, all fees and remuneration paid to a
member of the Board for whatever reason shall be considered legal and shall be
borne by the Bank only if approved by a special resolution of the ordinary
General Meeting.

Article 29

In accordance with the provisions of Articles 22a and 22b of Codified Law
2190/1920, as is in force, the members of the Board of Directors shall be
liable to the Bank for their acts and/or omissions whilst managing its
corporate affairs.

Article 30



|1. |  | The Banks Directors and Managers shall not without General Meeting
approval be allowed to engage professionally, either on their own behalf
or on behalf of third parties, in such business activities as may fall
under any of the objects aimed at by the Bank, neither to participate as
general partners in companies pursuing such objects. In the event of
breach of this provision the Bank shall enforce the rights granted to it
under Article 23 paragraphs 2 and 3 of Codified Law 2190/1920 as is in
force.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Each Director shall keep the Banks affairs brought to his knowledge in
his capacity as a member of the Board strictly confidential.                                                                                                                                                                                                                                                                                                                                                                                    

- 45 -



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##### 



CHAPTER FIVE

MINORITY RIGHTS

AUDIT  FINANCIAL YEAR  ANNUAL FINANCIAL STATEMENTS

Article 31



|1. |  | At the request of shareholders representing one twentieth (1/20) of the
paid-up share capital, the Board of Directors shall convene an
extraordinary General Meeting of Shareholders and fix the date of the
session, which may not be later than thirty (30) days as of the date on
which the request was handed to the Chairman of the Board of Directors.
The request shall indicate the items on the agenda.                                     
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | At the request of shareholders representing one twentieth (1/20) of the
paid-up share capital, the Chairman of the General Meeting shall adjourn,
only once, the passing of resolutions by the General Meeting, whether
ordinary or extraordinary, and fix the date indicated in the shareholders
request as the date for the session at which to take such decisions; this

date, however, may not be later than thirty (30) days from adjournment.
|  
|   |  | The adjourned General Meeting shall be a continuation of the previous
meeting and shall not require repetition of the publication formalities
regarding notice to shareholders; new shareholders may also participate
therein, subject to Articles 12 and 13 Paragraph 1 hereof.                                                                                                                                                                     
|  
|3. |  | At the request of shareholders representing one twentieth (1/20) of the
paid-up share capital, the decisions on the items on the General Meeting
agenda shall be reached by roll-call.                                                                                                                                                                                                                                                               

- 46 -



---



##### 





|4. |  | At the request of shareholders representing one twentieth (1/20) of the
paid-up share capital submitted to the Bank five (5) clear days prior to
the date of the ordinary General Meeting, the Board of Directors shall:
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | inform the General Meeting of the amounts paid by the Bank over
the last two years to Board members, Managers or other Bank
employees, for any purpose whatsoever, as well as of any other
payments made to them; also of any existing agreement between the
Bank and the said parties under any reason whatsoever.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | supply any such specific information requested about the Banks
operations as shall be useful to actually assess the items on the
agenda.                                                                                                                                                                          



|   |  | The Board of Directors may, for well-founded reasons, refuse to supply
information requested. Such reasons shall be recorded in the minutes.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|5. |  | Upon request submitted to the Bank five (5) days prior to the ordinary
General Meeting by shareholders representing one third (1/3) of the
paid-up share capital who are not represented in the Board of Directors,
the latter shall supply them or their legal representative either at the
General Meeting or, at its discretion prior thereto, with information on
the course of business and the Banks property structure. The Board of
Directors may, for a substantial well-founded reason, decline to supply
the information requested, and the said reason shall be recorded in the
minutes.
|  
|6. |  | In the cases of sub-paragraph (b) of paragraph 4, as well as of paragraph
5 of this Article, any dispute as to the validity of the reason for
declining to supply the information shall be settled by judgment of the
appropriate Court of the place of the Banks                                                                                                                                                                                                                                                                                                                                   

- 47 -



---



##### 





|   |  | registered office. By virtue of the said judgment, the Court may require
the Company to supply the information it had declined.                                                                                                                                                                                                                                                                                                                                              
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|7. |  | In the cases of paragraphs 1, 2, 4 and 5 of this Article, the
shareholders submitting a request shall, as provided for therein, hold the
relevant Central Security Depository certificates, granting to them the
right to submit such request, in deposit as from the date of submission
until the date of the session of the General Meeting. In the case of
paragraph 6, such certificates shall remain deposited until the issue of
the decision of the appropriate Court.

Article 32



|1. |  | An audit on the Bank may, according to the procedure provided for by Law,
be requested from the appropriate Court by the following persons, on the
conditions set out herein below:
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | Shareholders of the Bank representing at least one twentieth
(1/20) of the paid-up share capital;             
| | --- |  | --------------------------------------------------------------------------------------------------------------
|
| | (b) |  | The Athens Stock Exchange following a decision reached by a
majority of two thirds (2/3) of its Board members;
|
| | (c) |  | The Minister of Trade when there are serious reasons.                                                         



|2. |  | In the cases under (a) and (b) above the audit shall be ordered if
presumed that the alleged actions constitute violation of the Law, or of
the Articles of Association or of General Meeting resolutions. In the case
under (c) the audit shall obligatorily be ordered by the Court. In all
cases the alleged actions must have occurred at a time not exceeding two
years from the date of approval of the balance sheet for the year in which
such actions took place.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3. |  | Shareholders representing one third (1/3) of the paid-up share capital
may, according to the procedure provided for by Law, request the                                                                                                                                                                                                                                                                                                                                   

- 48 -



---



##### 





|   |  | appropriate Court that an audit be conducted on the bank if the overall
course of the corporate affairs leads to believe that such affairs have
not been properly and fairly managed. The provision of this paragraph,
however, shall not apply where the minority requesting the audit is
represented in the Board of Directors.                                                                              
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|4. |  | In the cases of Paragraphs 1 and 3 of this Article, the shareholders
submitting a request shall hold the relevant CSD certificates, granting
the above rights to them, deposited with the State Loans and Deposits
Fund, the Bank of Greece or any other prime Bank in Greece until the
relative decision is issued, and at any rate for a period of at least
thirty (30) days from submission of such request.

Article 33



|1. |  | In order that the General Meeting may duly reach a decision on the Annual
Financial Statements, such statements must have been previously audited by
at least one auditor, who shall be a member of the Association of
Certified Public Accountants and who shall be designated, together with a
substitute, by the previous ordinary General Meeting. The auditors fee
shall be set, in conformity with Article 36, Paragraph 3 of Codified Law
2190/1920, by the General Meeting resolution appointing them.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Such auditors, as well as an equal number of substitute auditors, shall
be always designated by the previous ordinary General Meeting.                                                                                                                                                                                                                                                                                                                                                                         
|  
|3. |  | The appointment and discharge of the auditors for whatever reason shall
be published, together with their identification data, as provided for by
Articles 7a and 7b of Codified Law 2190/1920 as is in force.                                                                                                                                                                                                                                                                                                 

- 49 -



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##### 



Article 34



|1. |  | Throughout the financial year the auditors shall monitor the Banks
accounts and financial position and shall have access to all books,
accounts and documents, including the minutes of the General Meeting and
the Board of Directors.                                                                                                                                                                                                                                                                     
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | They shall furthermore make every necessary recommendation to the Board of
Directors and, in the event of a breach of the provisions of the Law or of
the Articles of Association, refer the matter to the appropriate
supervisory authority.                                                                                                                                                                                                                                                                
|  
|2. |  | After the end of the financial year the auditors shall audit the Banks
Annual Financial Statements and shall submit a report on their findings to
the ordinary General Meeting. After a check on the accuracy and fairness
of the entries in the Banks books is performed, such report must clearly
show whether the Annual Financial Statements reflect the Banks financial
position at the closing date of the financial year audited and the Profit
and Loss Account reflects the results of such year.
|  
|3. |  | The auditors report shall, in particular, indicate:                                                                                                                                                                                                                                                                                                                                                                                                                                                         



| | (a) |  | Whether the information necessary to discharge their duties was
supplied to them;                     
| | --- |  | ------------------------------------------------------------------------------------------------------
|
| | (b) |  | Whether a full account of the operations of the Banks branch
offices was brought to their knowledge; 
|
| | (c) |  | Whether there has been a change in the method of taking an
inventory over the previous financial year.



|4. |  | The auditors shall be present at the General Meeting and shall supply
every information related to their audit.                     
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------
|  
|5. |  | Whilst discharging their duties, the auditors shall be liable for any
offence and shall indemnify the Bank. Such liability cannot be

- 50 -



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##### 





|   |  | eliminated or modified and the Banks claim shall be statute-barred after
two years.                                                                                                                                                                                                    
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|6. |  | At the auditors request the Board of Directors shall within 10 (ten)
days as of the date such request was submitted to the Chairman of the
Board convene a General Meeting of Shareholders specifying that the item
on the agenda shall be the item indicated in the auditors request.

Article 35



|1. |  | The financial year shall last
twelve (12) months commencing on 1st January of each year and
ending on 31st December of same.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | At the end of each financial year the Board of Directors shall close the
accounts, make a detailed inventory of the corporate assets and prepare
the Annual Financial statements according to the provisions of Law; it
shall furthermore submit such Annual Financial Statements, annual report
for the period ending and the auditors report, to the ordinary General
Meeting (together with any explanatory report indicating all that is
provided for by Codified Law 2190/1920, Article 43 paragraph 7, as was in
force prior to the enforcement of Presidential Decrees 409/86 and 498/87).
|  
|3. |  | The Companys balance sheet, profit and loss account and appropriation
account, as well as the relevant auditors report, shall be published by
the Board of Directors at least twenty (20) days prior to the session of
the General Meeting as provided for by Law.                                                                                                                                                                                                                                                                                                                              
|  
|4. |  | A decision in respect of the Annual Financial Statements, as approved by
the Board of Directors, shall be duly reached by the General Meeting
subject to such statements having been signed by three different persons,
i.e.: (a) the Chairman of the Board of Directors or his legal substitute,
(b) the Managing or the Executive                                                                                                                                                                                                                                                               

- 51 -



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##### 





|   |  | Director or, should there be no such Director or his capacity coincides with
the capacity of the aforesaid persons, by a Director appointed by the
Board to that effect, and (c) the Chief Accountant.         
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Should the above parties disagree on the legality of the method of
preparation of the Annual Financial Statements, they shall submit their
objections to the General Meeting in writing.                       
|  
|5. |  | Ten (10) days prior to each ordinary General Meeting the Annual Financial
Statements and the reports of the Board of Directors and of the auditors
shall be made available to any shareholders requesting them.

Article 36



|1. |  | Net profits of the Bank shall be considered to be the profits resulting
from the gross earnings after deduction of all expenses, losses,
write-offs and any other corporate obligation.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The Banks net profits shall be appropriated as follows:                                                                                                                               



| | (a) |  | Five to twenty per cent (5%  20%) of the total net profits
shall be applied towards an ordinary reserve up to an amount equal to
one half of the share capital. Upon completion of the above amount,
the deduction shall no longer be mandatory and shall so remain unless
the amount of the ordinary reserve is for any reason whatsoever
reduced to less than one half of the share capital, whereupon such
deduction shall again become mandatory.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | As provided for by Emergency Law 148/1967, Article 3 and Law
876/79, Article 1 as are presently in force, there shall be a
deduction for the payment of the first dividend corresponding to six
percent (6%) of the share capital.                                                                                                                                                                                                                    

- 52 -



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##### 





| | (c) |  | After deduction of the first dividend there shall be another
deduction which shall at the discretion of the General Meeting be
transferred to form extraordinary reserves, and then a further deduction
to cover Board of Directors fees; the balance left being distributed to
the shareholders as an additional dividend, or carried forward.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | The amount to be distributed shall be paid to the shareholders within two
(2) months from the date when the Annual Financial Statements are approved
by an ordinary General Meeting resolution, as more specifically provided
for by the General Meeting or the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|4. |  | Subject to the provisions regarding the decrease in the share capital, no
distribution may be made to the shareholders if at the closing date of the
last financial year the Banks equity capital is or shall as a result of
the said distribution be less than the Banks share capital, plus
reserves, which cannot be distributed under the Law or the Articles of
Association.                                                                                                                                                                                                                                                                                                
|  
|5. |  | The amounts distributed to the shareholders shall not exceed the results
of the last financial year ended, increased by the profits of the previous
years and the reserves which are permitted to be distributed (their
distribution having been approved by the General Meeting of Shareholders),
reduced by the losses of the previous years and by such amount as shall
according to Law or the Articles of Association be required to be applied
towards the formation of reserves. The amount to be distributed shall be
paid to the shareholders within two months from adoption by the ordinary
General Meeting of the resolution approving the Annual Financial
Statements.
|  
|6. |  | The term distribution under paragraphs 4 and 5 hereof shall
particularly include payment of dividends and interest on shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

- 53 -



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##### 



CHAPTER SIX

WINDING UP AND LIQUIDATION

Article 37



|1. |  | The Bank shall be wound up:
|-- |  | ---------------------------



| | (a) |  | Upon termination of its duration as specified herein, unless
the General Meeting shall have decided to extend its duration, as
provided for by Article 15 paragraph 2 and Article 16 paragraph 2,
hereof;
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Following a General Meeting decision reached in accordance with
the provisions of Article 15 paragraph 2 and Article 16, paragraph 2
hereof;                                                             
|
| | (c) |  | Upon the Bank having been declared bankrupt;                                                                                                                                                             
|
| | (d) |  | Following the definitive revocation of its operation license by
the appropriate State Authority.                                                                                                         



|2. |  | In the event of loss of the share capital as designated in Article 47 of
Codified Law 2190/1920, the Board of Directors shall within six (6) months
from the financial year end call the General Meeting to assemble to decide
upon the Banks winding up or the adoption of other measures.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3. |  | Concentration of all shares in the hands of one single shareholder shall
not constitute a reason for the Banks winding up.                                                                                                                                                                 

Article 38



|1. |  | But for the event of bankruptcy, the Companys winding up shall be
followed by liquidation. In the case of subparagraph (a) of Article 37
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------

- 54 -



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##### 





|   |  | hereof, the Board of Directors shall act as liquidator until liquidators are
appointed by the General Meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | In the event of subparagraph (b) of Article 37 hereof, the General Meeting
shall by the same decision appoint three (3) liquidators.                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   |  | The appointment of the liquidators shall ipso jure result in the
termination of the powers of the Directors and auditors.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|2. |  | The liquidators appointed by the General Meeting shall, upon assuming
their duties, take an inventory of corporate assets and publish a balance
sheet in the press and in the Bulletin for Sociétés Anonymes and Limited
Liability Companies of the Government Gazette, also submitting a copy
thereof to the appropriate supervisory authority; they shall also publish
a balance sheet each year, as provided for under Article 7a of Law
2190/1920, as is in force.                                                                                             
|  
|3. |  | Liquidators shall have the same obligation upon completion of the
liquidation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|4. |  | Liquidators shall complete, without delay, the Companys outstanding
matters, convert its property into cash, pay its debts and collect its
accounts receivable. They may also take further action, should this be to
the benefit of the liquidation and the Companys interests.                                                                                                                                                                                                                                                                                  
|  
|   |  | Liquidators may sell the Companys real estate, the business in its
entirety, as well as its individual fixed assets after the lapse of four
(4) months from its winding up. Within the said four-month period from
winding up, every shareholder or creditor may ask the appropriate Court of
the place of the Companys registered office to enter a judgment
specifying a minimum price for the sale of the real estate items or the
business in its entirety. Such judgment shall be binding upon the
liquidators and shall not be subject to any legal remedy.

- 55 -



---



##### 





|5. |  | The annual financial statements, as well as the financial statements
issued upon completion of the liquidation, shall be approved by the
General Meeting. The liquidation results shall be submitted to the General
Meeting of Shareholders each year, together with a report on any reasons
preventing completion of the liquidation.                                                            
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Upon completion of the liquidation, the liquidators shall prepare the
final financial statements, which shall be published in the Bulletin for
Sociétés Anonymes and Limited Liability Companies of the Government
Gazette, refund shareholders contributions and distribute the balance of
the Companys liquidated property to the shareholders, in proportion to
their paid-up equity holding.
|  
|6. |  | The liquidation procedure cannot exceed a five-year period from the
effective date of the liquidation. To continue liquidation beyond the
five-year limit, special permission must be granted by the Minister of
Trade. The liquidation procedure, however, may not exceed a ten-year
period.                                                                                                     
|  
|7. |  | The provisions regarding the Board of Directors shall also apply
accordingly to liquidators. The liquidators proceedings and decisions
shall be recorded in summary form in the book of minutes of the Board of
Directors.                                                                                                                                                                       

- 56 -



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##### 



CHAPTER SEVEN

FINAL AND TRANSITIONAL PROVISIONS

Article 39

Pursuant to Royal Decree dated 26 February 1953, the shareholders of National
Bank of Greece S.A. and of Bank of Athens S.A. became ipso jure shareholders
of the Bank. The ratio between the shares of such Banks to the shares of the
new Bank that resulted from their merger was formed as follows:



|(i)   |  | Following the increase in the number of shares with a proportionate
decrease in their nominal value decided upon by the General Meeting of
Shareholders on 2nd  April 1955, ten (10) shares of the new Bank were
exchanged for one (1) share of the former National Bank of Greece S.A.
and twelve and five percent shares (12.05) of the former Bank of Athens
S.A..                                     
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(ii)  |  | Following the decrease in the nominal value of each share from Drachmae
1,450 to Drachmae 725 decided upon by the General Meeting of Shareholders
on 19th May 1969, twenty (20) new shares of the Bank, each of a nominal
value of Drachmae 725, are exchanged for one (1) share of the former
National Bank of Greece S.A. and twelve and five per cent (12.05) shares
of the former Bank of Athens S.A..
|     
|(iii) |  | Following the increase in the Banks share capital decided upon by the
General Meeting of Shareholders on 28th May 1970 and distribution to the
shareholders, as a result thereof, of one (1) share for four (4) old
shares of the same nominal value of Drachmae 725 each, twenty five (25)
new shares of the Bank, each of a nominal                                                                        

- 57 -



---



##### 





|     |  | value of Drachmae 725, shall be exchanged for one (1) share of the
former National Bank of Greece S.A. and twelve and five per cent
(12.05) shares of the former Bank of Athens S.A..                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(iv) |  | Following the increase in the Banks share capital decided upon by the
General Meeting of Shareholders on 7th September 1972, in accordance with
Emergency Law 148/1967 as amended, by capitalization of part of the
increased value of the Banks fixed assets, and the distribution to the
shareholders, as a result thereof, of one (1) share for every three (3)
shares of the same nominal value of Drachmae 725, thirty-three shares and
one third of a share (33 1/3), each of a nominal value of Drachmae 725,
shall be exchanged for one (1) former National Bank of Greece S.A. share
and twelve and five per cent (12.05) shares of the former Bank of Athens
S.A..            
|    
|(v)  |  | Following the increase in the share capital decided upon by the General
Meeting of Shareholders on 26th May 1975, in accordance with Emergency Law
148/1967 as amended, by capitalization of part of the special reserves
from the increased value of the fixed assets and the distribution to the
shareholders, as a result thereof, of one (1) share for every twenty five
(25) shares of the same nominal value of Drachmae 725, thirty-four shares
and two thirds of a share (34 2/3), each of a nominal value of Drachmae
725, shall be exchanged for one (1) former National Bank of Greece S.A.
share and twelve and five percent (12.05) shares of the former Bank of
Athens S.A..
|    
|(vi) |  | Following the increase in the Banks share capital decided upon by the
General Meeting of Shareholders on 2nd  June 1977 by capitalization of the
increased value of its real property and the increase, as a result
thereof, in the nominal value of each share from Drachmae 725 to Drachmae
1,600 and the distribution to the                                                                                                                                                                                                                                                                                                                                                              

- 58 -



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##### 





|       |  | shareholders of one (1) share for every five (5) shares of a nominal value
of Drachmae 1,600, forty-one shares and three fifths of a share (41
3/5), each of a nominal value of Drachmae 1,600, shall be exchanged
for one (1) share of the former National Bank of Greece S.A. and
twelve and five per cent (12.05) shares of the former Bank of Athens
S.A..                                                                                                                                                                                                                                                                                                                                                                                                  
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|(vii)  |  | Following the increase in the Banks share capital decided upon by the
Extraordinary General Meeting of Shareholders on 24th September 1982, by
capitalization of the increased value of the real property, in accordance
with Law 1249/1982, and the increase, as a result thereof, in the nominal
value of each share from Drachmae 1,600 to Drachmae 4,500 and the
distribution to the shareholders of three (3) new shares for ten (10)
shares, of a nominal value of Drachmae 4,500, fifty-four and eight percent
shares (54.08) of the Bank, of a nominal value of Drachmae 4,500 each,
shall be exchanged for one (1) share of the former National Bank of
Greece S.A. and twelve and five percent shares (12.05) of the former
Bank of Athens S.A..     
|      
|(viii) |  | Following the Banks share capital increase decided upon by the General
Meeting of Shareholders on 8 June 1988, in implementation of joint
decision dated 22nd February 1988, reached by the Ministers of National
Economy and of Finance, by capitalization of the increased value of its
real property, and the distribution to the shareholders, as a result
thereof, of nine (9) shares for every five (5) of the same nominal value
of Drachmae 4,500, one hundred and fifty one four hundred and twenty
four 
(151.424) shares of the Bank, each of a nominal value of Drachmae 4,500
each, shall be exchanged for one (1) share of the former National Bank of
Greece S.A. and twelve and five percent (12.05) shares of the former
Bank of Athens S.A..

- 59 -



---



##### 





|(ix) |  | Following the Banks share capital increase decided upon by the General
Meeting of Shareholders on 21st June 1991, by capitalization of part of
the reserves that resulted from the issue of shares above par and the
distribution to the shareholders as a result thereof of one (1) share for
every ten (10) shares of the same nominal value of Drachmae 4,500, one
hundred and sixty six and five hundred and sixty six (166.566) shares of
the Bank, each of a nominal value of Drachmae 4,500 each, shall be
exchanged for one (1) share of the former National Bank of Greece S.A.
and twelve and five per cent (12.05) shares of the former Bank of Athens
S.A..                                                                                                              
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(x)  |  | Following the Banks share capital increase decided upon by the General
Meeting of Shareholders on 13th July 1994 by capitalization of (a) the
increased value of the Banks real property, amounting to Drachmae
16,424,627,006 and (b) the amount of Drachmae 14,585,389 that resulted
from the issue of shares above par, i.e. by capitalization of the
aggregate amount of Drachmae 16,439,212,395 and the increase, as a result
thereof, of the nominal value of each share from Drachmae 4,500 to
Drachmae 5,535, one hundred and sixty six point 566 (166.566) shares of
the Bank, each of a nominal value of Drachmae 5,535, shall be exchanged
for one share of the former National Bank of Greece S.A. and twelve
point 05 (12.05) shares of the former Bank of Athens S.A..
|    
|(xi) |  | By resolution of the Banks Board of Directors, adopted at meeting No
1031 of 18th November 1994, the Banks share capital increased by Drachmae
249,075 through the issue of 45 new shares of a nominal value of Drachmae
5,535 each; such issue resulting from the conversion into shares of an
equal number of convertible bonds issued in 1991.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|     |  | Accordingly, one share of the
former National Bank of Greece S.A. and
12.05 shares of the former Bank of Athens S.A. shall be                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

- 60 -



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##### 





|       |  | exchanged for one hundred sixty six and 566 (166.566) shares of the Bank,
of a nominal value of Drachmae 5,535 each.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|(xii)  |  | By resolution of the Banks Board of Directors, adopted at meeting No
1047 of 22nd November 1995, the Banks share capital increased by Drachmae
55,350 through the issue of 10 new shares of a nominal value of Drachmae
5,535 each; such issue resulting from the conversion into shares of an
equal number of convertible bonds issued in 1991.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      
|       |  | Accordingly, one share of the former National Bank of Greece S.A. and
12.05 shares of the former Bank of Athens S.A. shall be exchanged for
one hundred sixty six and 566 (166.566) shares of the Bank, of a nominal
value of Drachmae 5,535 each.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      
|(xiii) |  | Following the Banks share capital increase decided upon by the
Extraordinary General Meeting of Shareholders on 14th March 1997 by
capitalization of an amount of Drachmae 13,421,431,280 derived from the
reserve fund arising from the increased value of fixed assets under Law
2065/1992, which resulted in an increase of the nominal value of each
share from Drachmae 5,535 to Drachmae 5,800 and in the distribution to the
shareholders, free of charge, of one (1) new share for ten (10) old shares
of the same nominal value of Drachmae 5,800, one hundred and eighty three
point 222 (183.222) shares of the Bank, each of a nominal value of
Drachmae 5,800, shall be exchanged for one share of the former National
Bank of Greece S.A. and twelve point 05 (12.05) shares of the former
Bank of Athens S.A..
|      
|(xiv)  |  | By resolution adopted by the Extraordinary General Meeting of
Shareholders on 6th October 1997, the Banks share capital was increased
by Drachmae 20,267,154,600 through the issue against cash of 3,494,337 new
registered shares of a nominal value of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

- 61 -



---



##### 





|      |  | Drachmae 5,800 each, distributed to the shareholders in the proportion of
two (2) new shares to ten (10) old ones.                                                                                                                                                                                                                                                            
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      |  | Accordingly, one share of the
former National Bank of Greece S.A. and
12.05 shares of the former Bank of Athens S.A. shall be exchanged for
one hundred eighty three and 222 (183.222) shares of the Bank, of a
nominal value of Drachmae 5,800 each.                                                                                                                    
|     
|(xv)  |  | By resolution of the Banks Board of Directors, adopted at meetings Nos
1094 and 1095 of 9th December 1997, the Banks share capital was increased
by Drachmae 9,368,589,200 through the issue of 1,615,274 new shares of a
nominal value of Drachmae 5,800 each; such issue resulting from the
conversion into shares of an equal number of convertible bonds issued in
1996.
|     
|      |  | Accordingly, one share of the
former National Bank of Greece S.A. and
12.05 shares of the former Bank of Athens S.A. shall be exchanged for
one hundred eighty three and 222 (183.222) shares of the Bank, of a
nominal value of Drachmae 5,800 each.                                                                                                                    
|     
|(xvi) |  | Following the increase in the Banks share capital by Drachmae
26,194,308,000, decided upon by the General Meeting of Shareholders on
25th May 1998, by capitalization of:                                                                                                                                                                                                    



| | (a) |  | Drachmae 6,368,790,543.65 resulting from taxed reserves under
Law 2579/98,                                                                                          
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the balance of the increased value that resulted from
readjustment of the real property value, as provided for by Law
2065/92, amounting to Drachmae 703,884,719 and
|
| | (c) |  | Drachmae 19,121,632,737.35 resulting from the reserves from
the issue of new shares above par,                                                                      



| |  | resulting in the issue of 4,516,260 new shares, each of a nominal value
of Drachmae 5,800, and their distribution, free of charge, to the
shareholders in the proportion of two (2) new shares to ten (10) old
shares, two hundred nineteen point 866 (219.866) shares of the Bank,
each of a nominal value of Drachmae 5,800, shall be
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 62 -



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##### 





|       |  | exchanged for one share of the former National Bank of Greece S.A. and
twelve point 05 (12.05) shares of the former Bank of Athens S.A.
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------
|      
|(xvii) |  | By resolution adopted by the Extraordinary General Meeting of
Shareholders on 9th September 1998, the Banks share capital was
increased:  



| | (a) |  | by Drachmae 14,312,065,400 through the Banks absorption of
the Banking Société Anonyme under the name NATIONAL MORTGAGE BANK
OF GREECE S.A. (Sociétés Anonymes Registry No 6070/06/b/86/09), as
provided for by Article 16 of Law 2515/1997 in conjunction with the
provisions of Article 69 of Codified Law 2190/1920,                                      
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | by Drachmae 11,387,618,600 through an equal capitalisation of
the Banks share premium account reserve, in order to maintain the
nominal value of the Banks aggregate share capital at Drachmae
5,800 per share, subsequent to the merger of the Banking Société
Anonyme under the name NATIONAL MORTGAGE BANK OF GREECE S.A.
through absorption by the Bank.



|        |  | Accordingly, one share of the
former National Bank of Greece S.A. and
12.05 shares of the former Bank of Athens S.A. shall be exchanged for
two hundred nineteen and 866 (219.866) shares of the Bank, of a nominal
value of Drachmae 5,800 each.                                                            
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|(xviii) |  | By resolution adopted by the Extraordinary General Meeting of
Shareholders on 9th September 1998, each shareholder of the Banking
Société Anonyme NATIONAL MORTGAGE BANK OF GREECE S.A. exchanges 1.9
shares of the NATIONAL MORTGAGE BANK OF GREECE S.A. for 1 (one) share of
NATIONAL BANK OF GREECE S.A..

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---



##### 





|(xix) |  | By resolutions of the Board of Directors, adopted at meetings Nos 1116
of 8th December 1998 and 1118 of 16th December 1998, the Banks share
capital was increased by Drachmae 9,368,589,200 through the issue of
1,615,274 new shares of a nominal value of Drachmae 5,800 each, such
increase resulting from the conversion into shares of an equal number of
convertible bonds issued in 1996.
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      |  | Accordingly, one share of the
former National Bank of Greece S.A. and
12.05 shares of the former Bank of Athens S.A. shall be exchanged for
two hundred nineteen and 866 (219.866) shares of the Bank, of a nominal
value of Drachmae 5,800 each.                                                                                                                                           
|     
|(xx)  |  | By resolutions of the Board of Directors, adopted at meetings Nos 1117 of
8th December 1998 and 1118 of 16th December 1998, the Banks share capital
was increased by Drachmae 13,096,005,600 through the issue of 2,257,932
new shares of a nominal value of Drachmae 5,800 each, such increase
resulting from the conversion into shares of 1,128,966 convertible bonds
issued in 1991.        
|     
|      |  | Accordingly, one share of the
former National Bank of Greece S.A. and
12.05 shares of the former Bank of Athens S.A. shall be exchanged for
two hundred nineteen and 866 (219.866) shares of the Bank, of a nominal
value of Drachmae 5,800 each.                                                                                                                                           
|     
|(xxi) |  | By resolution adopted by the Extraordinary General Meeting of
Shareholders of 29th January 1999, each share was split into four complete
shares, with a corresponding reduction in its nominal value from Drachmae
5,800 to Drachmae 1,450.                                                                                                                                                      
|     
|      |  | Consequently, the Banks share capital amounted to Drachmae
205,330,115,200, divided into 141,606,976 common registered shares of a
nominal value of Drachmae 1,450 each.                                                                                                                                                                                                                        
|     
|      |  | Accordingly, one share of the
former National Bank of Greece S.A. and
12.05 shares of the former Bank of Athens S.A. shall be exchanged for
eight hundred seventy nine and 464 (879.464) shares of the Bank, of a
nominal value of Drachmae 1,450 each.                                                                                                                                     

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---



##### 





|(xxii)  |  | By resolution adopted by the Extraordinary General Meeting of
Shareholders on 6th April 1999, the Banks share capital was increased by
Drachmae 21,522,384,800 through the issue against cash of 14,843,024 new
common registered shares of a nominal value of Drachmae 1,450 each;
682,326 of the above shares were distributed to the Banks employees and
14,160,698 shares were distributed to the shareholders in the proportion
of one (1) new share to 10 old ones.
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        |  | Accordingly, one share of the
former National Bank of Greece S.A. and
12.05 shares of the former Bank of Athens S.A. shall be exchanged for
eight hundred seventy nine and 464 (879.464) shares of the Bank, of a
nominal value of Drachmae 1,450 each.                                                                                                                                                                                                               
|       
|(xxiii) |  | By resolutions of the Board of Directors, adopted at meetings No 1136
dated 14th June 1999 and No 1137 dated 14th June 1999, the Banks share
capital was increased by Drachmae 5,092,400 through the issue of 3,512 new
shares of a nominal value of Drachmae 1,450 each, such increase resulting
from the conversion into shares of 439 convertible bonds issued in 1991.                                                                                                
|       
|        |  | Accordingly, one share of the
former National Bank of Greece S.A. and
12.05 shares of the former Bank of Athens S.A. shall be exchanged for
eight hundred seventy nine and 464 (879.464) shares of the Bank, of a
nominal value of Drachmae 1,450 each.                                                                                                                                                                                                               
|       
|(xxiv)  |  | By resolutions of the Board of Directors, adopted at meetings No 1143
dated 15 November 1999 and No 1144 dated 15 November 1999, the Banks
share capital was increased by Drachmae 9,368,589,200 through the issue of
6,461,096 new shares of a nominal value of Drachmae 1,450 each, such
increase resulting from the conversion into shares of 1,615,274
convertible bonds issued in 1996.                                                                              

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---



##### 





|        |  | Accordingly, one share of the
former National Bank of Greece S.A. and
12.05 shares of the former Bank of Athens S.A. shall be exchanged for
eight hundred seventy nine and 464 (879.464) shares of the Bank, of a
nominal value of Drachmae 1,450 each.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|(xxv)   |  | Following the increase in the Banks share capital by Drachmae
94,490,473,800, decided upon by the General Meeting of Shareholders on
18th April 2000, through an equal capitalization of the Banks reserve
fund emanated from the issue of shares above par, resulting in the issue
of 65,165,844 new shares, each of a nominal value of Drachmae 1,450 and
their distribution, free of charge, to the shareholders in the proportion
of four (4) new shares to ten (10) old shares, one thousand two hundred
thirty one point 250 (1,231.250) shares of the Bank, each of a nominal
value of Drachmae 1,450, shall be exchanged for one share of the former
National Bank of Greece S.A. and 12.05 shares of the former Bank of
Athens S.A.
|       
|(xxvi)  |  | By resolutions of the Board of Directors, adopted at meetings No 1164
dated 15 November 2000 and No 1165 dated 15 November 2000, the Banks
share capital was increased by Drachmae 9,368,589,200 through the issue of
6,461,096 new shares of a nominal value of Drachmae 1,450 each, such
increase resulting from the conversion into shares of 1,615,274
convertible bonds issued in 1996.                                                                                                                                                                                                                                                                                                                                                      
|       
|        |  | Accordingly, one share of the
former National Bank of Greece S.A. and
12.05 shares of the former Bank of Athens S.A. shall be exchanged
for one thousand two hundred thirty one and 250 (1,231.250) shares
of the Bank, of a nominal value of Drachmae 1,450 each.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       
|(xxvii) |  | By resolution adopted by the General Meeting of Shareholders on 26th
April 2001, the Banks share capital was reduced by Drachmae                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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---



##### 





|         |  | 9,368,589,200 through the cancellation of 6,461,096 own shares purchased
from the Public Company of Transferable Securities S.A. (DEKA S.A.)                                                                                                                                                                                                                                                                                                                                                                   
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        
|         |  | Accordingly, one share of the
former National Bank of Greece S.A. and
12.05 shares of the former Bank of Athens S.A. shall be exchanged for
one thousand two hundred thirty one and 250 (1,231.250) shares of the
Bank, of a nominal value of Drachmae 1,450 each.                                                                                                                                                                                                                                        
|        
|(xxviii) |  | By resolution adopted by the General Meeting of Shareholders on 26th
April 2001, the Banks share capital was increased by Drachmae
19,016,207,686, through an increase in the nominal value of the Banks
share from Drachmae 1,450 to Drachmae 1,533.375, by capitalization of (a)
an increase by Drachmae 10,637,258,098 in the value of the Banks real
property pursuant to Law 2065/1992, and (b) an amount of Drachmae
8,378,949,588 resulting from the reserves from the issue of new shares
above par.
|        
|         |  | Accordingly, one share of the
former National Bank of Greece S.A. and
12.05 shares of the former Bank of Athens S.A. shall be exchanged for
one thousand two hundred thirty one and 250 (1,231.250) shares of the
Bank, of a nominal value of Drachmae 1,533.375 each.                                                                                                                                                                                                                                    
|        
|(xxix)   |  | By resolutions of the Board of Directors, adopted at meetings No 1187
dated 15 November 2001 and No 1188 dated 15 November 2001, the Banks
share capital was increased by Drachmae 9,907,289,213 through the issue of
6,461,100 new shares of a nominal value of Drachmae 1,533.375 each, such
increase resulting from the conversion into shares of 1,615,275
convertible bonds issued in 1996.                                                                                                              
|        
|         |  | Accordingly, one share of the
former National Bank of Greece S.A. and
12.05 shares of the former Bank of Athens S.A. shall be exchanged for
one thousand two hundred thirty one and 250                                                                                                                                                                                                                                                                                                                   

- 67 -



---



##### 





|        |  | (1,231.250) shares of the Bank, of a nominal value of Drachmae 1,533.375
each.                                                                                                                                                                                                                                             
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|(xxx)   |  | By resolution adopted by the General Meeting of Shareholders on 26th
November 2001, the Banks share capital was reduced by Drachmae
9,907,289,213 through the cancellation of 6,461,100 own shares which
resulted from the conversion of 1,615,275 bonds purchased from the Public
Company of Transferable Securities S.A.
|       
|        |  | Accordingly, one share of the
former National Bank of Greece S.A. and
12.05 shares of the former Bank of Athens S.A. shall be exchanged for
one thousand two hundred thirty one and 250 (1,231.250) shares of the
Bank, of a nominal value of Drachmae 1,533.375 each.                                                
|       
|(xxxi)  |  | By resolution adopted by the General Meeting of Shareholders on 9th May
2002, and under the provisions of Article 12 of Law 2842/2000, the share
capital and the nominal value of the share were converted into euro only.                                                                                                 
|       
|        |  | Accordingly, one share of the
former National Bank of Greece S.A. and
12.05 shares of the former Bank of Athens S.A. shall be exchanged for
one thousand two hundred thirty one and 250 (1,231.250) shares of the
Bank, of a nominal value of euro 4.50 each.                                                         
|       
|(xxxii) |  | By resolution adopted by the General Meeting of Shareholders on 20th
November 2002, the Banks share capital was increased:                                                                                                                                                                                                



|(a) |  | by euro 8,086,472.32, through the merger by absorption, by National
Bank of Greece, of the banking Société Anonyme National Investment Bank
of Industrial Development S.A. (ETEBA) (Register of Sociétés Anonymes
Number 6075/06/B/86/14), in compliance with the provisions of Article 16
of Law 2515/1997, in conjunction with the provisions of Articles 69 seq.
of Codified Law 2190/1920.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 68 -



---



##### 





|(b) |  | by euro 8,970,930.68, resulting from an equivalent capitalisation of
a part of the Banks share premium account reserve, which was decided so
that the nominal value of the total number of National Bank of Greece
shares remains at euro 4.50 following the decided merger by absorption of
National Investment Bank of Industrial Development S.A. (ETEBA) by the
Bank.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|         |  | Accordingly, one share of the
former National Bank of Greece S.A. and
12.05 shares of the former Bank of Athens S.A. shall be exchanged for
1,231.250 shares of the Bank, of a nominal value of euro 4.50 each.                                                                                                                                                             
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        
|(xxxiii) |  | By resolution adopted by the
General Meeting of Shareholders on 9th
May 2003, the share capital was increased by euro 104,341,945.50
through the issue of 23,187,099 new shares of a nominal value of euro
4.50 each, which resulted from capitalisation of reserves and were
distributed to the shareholders as bonus shares, at a ratio of one (1)
new to ten (10) old shares.
|        
|         |  | Accordingly, one share of the
former National Bank of Greece S.A. and
12.05 shares of the former Bank of Athens S.A. shall be exchanged for
1,354.375 shares of the
Bank, of a nominal value of euro 4.50 each.                                                                                                                                                             

- 69 -



---



##### 



Article 40

Share titles bearing the initial name of the Bank which originated from the
merger, i.e. National Bank of Greece and Athens S.A., shall continue to be
valid until replaced by new share titles bearing the name of National Bank of
Greece S.A., as designated by the General Meeting of Shareholders on 30th April
1958.

Article 41

The term of office of the Directors to be elected by the ordinary General
Meeting for 2003 shall be for two years, until the ordinary General Meeting for
2005. The term of office of the Directors to be elected by the ordinary General
Meeting for 2004 shall be for one year, until the ordinary General Meeting for
2005. The aforesaid shall not apply in the event that a General Meeting
resolution replacing the entire Board of Directors shall have been previously
passed.

Article 42

Shareholders who have not dematerialised their shares shall be subject to the
provisions of Codified Law 2190/1920 as is in force, until dematerialisation of
such shares, especially as regards deposit of share titles in advance, where
such deposit is provided for as a condition for the exercise of shareholders
rights. In such a case, the Bank shall consider as a shareholder a person
recorded in the register of shareholders held by it.

Article 43

These Articles of Association were modified and codified by a General Meeting
resolution passed on 9 May 2002.

- 70 -