Exhibit 1    NATIONAL
BANK OF GREECE    ARTICLES
OF ASSOCIATION   English
Translation    SECRETARIAT BANKS
SHARES  October 2004


NATIONAL
BANK OF GREECE S.A.  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
on 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 on 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 on 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 on 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 10th June 1958
(Bulletin on 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  1


5th September 1962 and promulgated
in Government Gazette issue No 551 of 20th September 1962
(Bulletin on 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 on 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 on 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 on 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 on 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 on Sociétés Anonymes and Limited Liability Companies).  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 on Sociétés Anonymes and Limited Liability Companies).  2


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 on 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 on 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 on 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 on 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 on 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 4192 of 3rd December 1982
(Bulletin on 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  3


29th December 1983 (Bulletin on
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
on 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 on 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 on 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 on 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 on Sociétés Anonymes and Limited Liability Companies).  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 on Sociétés Anonymes and Limited Liability Companies).  4


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 on 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 on 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 on 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 on 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 on 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 of 18th June 1998
(Bulletin on 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  5


No 7797 of 2nd October 1998
(Bulletin on 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 on 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 on 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 on 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 on 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 on Sociétés Anonymes and Limited Liability Companies).  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 on Sociétés Anonymes and Limited Liability Companies).  6


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 on 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 on 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 on 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 on 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 on 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 on Sociétés Anonymes and Limited Liability Companies).  By resolution
passed at the Banks General Meeting of Shareholders on 9th May 2003,
approved by Minister of Development decision No K2 5653  7


of 23rd May 2003 and promulgated
in Government Gazette issue No 3933 of 23rd May 2003 (Bulletin
on Sociétés Anonymes and Limited Liability Companies).  8


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 1953, 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 ETHNIKI TRAPEZA TIS ELLADOS A.E. 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.  9


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 amended 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;  10


(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.  11


CHAPTER
TWO  SHARE
CAPITAL - SHARES  Article 4  1.The Banks share
capital amounts to euro 1,492,089,799.50 and is divided into 331,575,511
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.  12


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 for two (2) new shares.  13


(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 at a ratio of one (1) new 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 at a ratio of one (1) new 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  14


89,652 new shares, each of a
nominal value of Drachmae 725, distributed at a ratio of one (1) new 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 per cent (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 at a ratio of one (1) new
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.  (xi)By a resolution
adopted by the Extraordinary General Meeting of Shareholders on 24th September 1982,
the Banks share capital was  15


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
at a ratio of three (3) new 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 at a
ratio of nine (9) new to five (5) old shares. Accordingly, the share
capital rose to Drachmae  16


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 at a ratio of one (1) new 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 was increased by Drachmae TWO HUNDRED FORTY NINE THOUSAND SEVENTY
FIVE (249,075) through the issue of 45 new shares of a nominal value of  17


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 was 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
at a ratio of one (1) new to ten (10) old shares. 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 cash of 3,494,337 new registered
shares of a nominal value of Drachmae  18


5,800 each, distributed to the
shareholders at a ratio of two (2) new to ten (10) old shares.  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 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,
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 to
the shareholders as bonus shares on 25 May 1998, at a ratio of two (2) new
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 et seq. 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 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, 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 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 issue resulting from  20


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 at a ratio of one (1) new to 10 old
shares. 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 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 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 into 156,453,512 common registered shares of a nominal value of
Drachmae 1,450 each.  21


(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 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 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 to the shareholders as bonus shares on 26 April 2000 at a
ratio of four (4) new 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 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 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
340,085,244,600, divided into 234,541,548 common registered shares of a nominal
value of Drachmae 1,450 each.  22


(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 for 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, with an increase in the nominal value of the Banks share from
Drachmae 1,450 to Drachmae 1,533.375, via capitalization of (a) the
adjustment, 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 capitalisation of the Banks share premium account
reserve.  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 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 issue
resulting from the conversion into shares of 1,615,275 convertible bonds issued
in 1996.  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.  23


(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 for
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 for 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 Bank of Greece shares remains at euro 4.50 following
the decided merger by absorption of National Investment Bank for Industrial
Development S.A. (ETEBA) by the Bank.  24


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.  (xxxviii) By
resolution adopted by the Ordinary General Meeting of Shareholders on 18th
May 2004, the share capital was increased by euro 344,328,417 through the
issue of 76,517,426 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 three (3) new to ten (10) old shares.  Accordingly, the Banks share
capital amounts to euro 1,492,089,799.50 and is divided into 331,575,511
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 each 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
sub-paragraph, when the companys reserves exceed one fourth (1/4) of its
paid-up share capital, an increase in said share capital requires a  26


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 amended, and a respective amendment to
the Article hereof related to the share capital.  Capital increases decided upon
under sub-paragraph 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 on 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 S.A. (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,
Sub-paragraph 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


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 on
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 on Sociétés Anonymes,  (b) in a daily newspaper
selected amongst the newspapers under Article 3 of Legislative Decree
3757/1957, as amended, 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 amended, 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 on 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.  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,  34


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 amended, or required by Law, or made by capitalisation of
reserves, a decrease in share capital, an issue of a bond loan, a change in the
method of distribution of profits, a conversion of the Companys stock from  35


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 amended, 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 of
Directors is composed of executive and non-executive members and, in compliance
with Law 3016/2002 as amended from time to time, at least two of the
non-executive members shall be independent. The Board members are elected by the
General Meeting of Shareholders which shall each time determine the exact
number of such members and specify which ones shall be independent. 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 amended.  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 Chief Executive Officer, who shall manage the Banks
operations, and one Deputy Chief Executive Officer.  The Chairman of the Board may also
be elected as the Banks Chief Executive Officer.  2.Should the
Chairman be absent, prevented or deceased, he shall be substituted by the Chief
Executive Officer and, should the Chief  39


Executive Officer be absent,
prevented or deceased, by the Deputy Chief Executive Officer.  3.The Board of
Directors shall be constituted into a body at its first meeting convened after
each election of Directors by the General Meeting, as well as whenever the
Chairmans or Chief Executive Officers post shall for any reason be vacant.
Until the Board of Directors elects a new Chairman or Chief Executive Officer,
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 Chief Executive Officer, the
Deputy Chief Executive Officer, to one or more of its members, to the Banks
General Managers, to the Banks Managers, and to third parties; such decision
shall also specify 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  40


paragraph 2 and Article 22
paragraph 3 of Codified Law 2190/1920, as amended.  3.The Board of
Directors may confer on the Chief Executive Officer, the Deputy Chief Executive
Officer and the Banks General Managers the right of further conferring, on the
staff of the Bank or on lawyers, the powers and authorities mentioned under
paragraphs 1 and 2.  4.The Board of
Directors may designate that should the Chief Executive Officer be absent,
prevented or deceased, he shall be substituted, in the exercise of the entire
range of his duties and powers, by the Deputy Chief Executive Officer and,
should the latter be also absent, prevented or deceased, by the Director to be
nominated by the Board.  Article 23  1.The Board of Directors shall be the body
that decides on each matter concerning the management of Bank, its assets and,
generally, the attainment of its corporate objectives in conformity with the
provisions of Law 3016/2002 as amended from time to time. Such matters as may
fall, according to Law and these Articles of Association, 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;  41


(b)Participation of
the Bank in other banks in Greece or abroad, or divestment thereof;  (c)Approval of the
Banks by-laws;  (d)Nomination of the
Banks General Managers and Managers upon the Chief Executive Officers recommendation;  (e)Audit and
approval of the Banks Annual and Consolidated Financial Statements;  (f)Establishment of
associations and 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 duly confers single signatory powers only on theChief Executive Officerand the DeputyChief Executive Officer.  Article 24  As provided for by Article 22 paragraph 4 of
the Articles of Association, the Bank shall be represented in Courts by the
Chief Executive Officer 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s Chief Executive Officer and his substitute may
decide that in addition to them, the Bank will also be legally represented by:
all General Managers, Managers or Assistant Managers of the Banks
Administration, Network  42


Operations or Branch Networks and, in respect of
the affairs of its Branches and Sub-Branches, the Branch or Sub-branch Manager,
his substitute, one of the Assistant Managers, or one of the Chief Supervising
Officers.  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 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.  43


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.  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  44


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 amended, shall be 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 the
Secretary of the Board of Directors.  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 amended, 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, General Managers 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 objectives of the Bank, or to participate as general partners in companies
pursuing  45


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 amended.  2.Each Director
shall keep the Banks affairs brought to his knowledge in his capacity as a
member of the Board strictly confidential.  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  46


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.  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  47


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 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  48


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 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 Deposits and Loans 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.  49


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 amended.  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.  50


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 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.  51


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 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, legally approved depreciation
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.  52


(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 per cent (6%) of the share capital.  (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.  53


6.The term distribution
under paragraphs 4 and 5 hereof shall particularly include payment of dividends
and interest on shares.  54


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 sub-paragraph (a) of Article 37  55


hereof, the Board of Directors
shall act as liquidator until liquidators are appointed by the General Meeting.  In the event of sub-paragraph (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 on 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 amended.  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.  56


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 on 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.  57


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 point zero five (12.05)
shares 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 point zero five (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  58


value of Drachmae 725, shall be
exchanged for one (1) share of the former National Bank of Greece S.A.
and twelve point zero five (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 point zero five (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 point zero
five (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  59


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 point zero five (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 point zero eight (54.08) shares 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 point zero five 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 point four two 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 point zero five (12.05)
shares of the former Bank of Athens S.A..  60


(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 ten (10) shares
of the same nominal value of Drachmae 4,500, one hundred and sixty six point
five six 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 point zero five (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 five six six
(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 zero five (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 was 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  61


exchanged for one hundred and sixty
six point five six six (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 was 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 and sixty six point five six
six (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 of bonus shares to the shareholders, at a ratio
of one (1) new to ten (10) old shares of the same nominal value of
Drachmae 5,800, one hundred and eighty three point two two two (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 zero
five (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  62


Drachmae 5,800 each, distributed to
the shareholders at a ratio of two (2) 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 one hundred and eighty three point two two
two (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 and eighty three point two two
two (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
to the shareholders as bonus shares, at a ratio of two (2) new to ten (10) old
shares,  63


two hundred and nineteen point
eight six six (219.866) 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 zero five (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 et seq. 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 and nineteen point eight six
six (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..  64


(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 and nineteen point eight six
six (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 and nineteen point eight six
six (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 and seventy nine point four six
four  65


(879.464) shares of the Bank, of a
nominal value of Drachmae 1,450 each.  (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 at a ratio of one (1) new to 10 old
shares.  Accordingly, one share of the eight
hundred and seventy nine point four six four 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 and seventy nine point four six four (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 and seventy nine point four
six four (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  66


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 eight hundred and seventy nine point four
six four (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 share premium account reserve,
resulting in the issue of 65,165,844 new shares, each of a nominal value of
Drachmae 1,450 and their distribution to the shareholders as bonus shares, at a
ratio of four (4) new to ten (10) old shares, one thousand two
hundred and thirty one point two five zero (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 and thirty one
point two five zero (1,231.250) shares of the Bank, of a nominal value of Drachmae
1,450 each.  67


(xxvii)   
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 for 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 and thirty one
point two five zero (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
amount of Drachmae 10,637,258,098 which resulted from revaluation 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 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 and thirty one
point two five zero (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.  68


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 and thirty one
point two five zero (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 for
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 and thirty one
point two five zero (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 and thirty one
point two five zero (1,231.250) shares of the Bank, of a nominal value of euro
4.50 each.  (xxxii)   
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 for Industrial Development S.A.
(ETEBA) (Register  69


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 et 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 Bank of Greece shares remains at euro 4.50 following
the decided merger by absorption of National Investment Bank for 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.  (xxxiv)  
By resolution adopted by the Ordinary General Meeting of Shareholders on 18th
May 2004, the share capital was increased by euro 344,328,417 through the
issue of 76,517,426 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 three (3) 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  70


exchanged for 1,760.688 shares of
the Bank, of a nominal value of euro 4.50 each.  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  1.As soon as the amendments to the
pertinent Articles hereof (i.e. Articles 18, 21, 22, 23, 24, 27, 30 and 41),
decided upon by the Repeat General Meeting convened for the purpose on 17 June 2004,
shall have been recorded in the Sociétés Anonymes Registry, the Banks current
Board of Directors shall be convened and constituted into a body pursuant to Article 21
hereof. The current Chairman and Governor shall take over as Chairman and Chief
Executive Officer, and the current Deputy Governor as Deputy Chief Executive
Officer.  2.The level of
remuneration, compensation, pay, stipend, and other benefits and rewards that
has so far been determined to be paid to the Governor, Deputy Governor and
members of the Board of Directors shall continue to be paid to them to the end
of their term of office, and they shall not be entitled to any other
compensation deriving from their new capacity.  3.The term of
office of the Chairman, the Chief Executive Officer and the Deputy Chief
Executive Officer shall continue to the end of such term, in conformity with
the General Meeting resolution on the basis of which they were elected.  71


Article 42  Shareholders who have not dematerialised their
shares shall be subject to the provisions of Codified Law 2190/1920 as amended,
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.  True translation from the original of National Bank of
Greeces Codified Articles of Association now in force.  NATIONAL BANK OF GREECE S.A.SECRETARIATA. Stavrou
  E. AndritsouManager
  Assistant Manager  72