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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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FORM 20-F

|           |  |                                                                                                                                                     |  | 
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|(Mark One) |  |                                                                                                                                                     |  | 
|o          |  | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)
    OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
    OR                                           |  | 
|x          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended December 31, 2003
    OR |  | 
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934
    Commission file number:                        |  | 

EQNIKHTRAPEZATHSELLADOSA.E.

(Exact name of Registrant as specified in its
charter)


NATIONAL BANK OF GREECE S.A.


(Translation of Registrants Name into
English)


THE HELLENIC REPUBLIC

(Jurisdiction of incorporation or
organization)


86 Eolou Street

10232 Athens, Greece


(Address of principal executive
offices)


Securities
registered or to be registered pursuant to Section 12(b) of
the Securities Exchange Act of 1934:

None


Securities
registered or to be registered pursuant to Section 12(g) of
the Securities Exchange Act of 1934:

None


Securities for
which there is a reporting obligation pursuant to
Section 15(d) of the Securities Exchange Act of 1934:

None


Number of
outstanding shares of each of the Registrants classes of
capital or common stock as at December 31, 2003, the close
of the period covered by the annual report:

255,058,085 Ordinary shares of nominal value
4.50 per share

Indicate by check
mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

|      |  |     
|----- |  | ----
|Yes x |  | No o

Indicate
by check mark which financial statement item the registrant has
elected to follow.

|          |  |          
|--------- |  | ---------
|Item 17 o |  | Item 18 x



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TABLE OF CONTENTS

|                                                                                                                                    |  |                                                                                  |     |      |     | 
|----------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------- | --- | ---- | --- | 
|                                                                                                                                    |  |                                                                                  |     | Page
|                                                                                                                                    |  |                                                                                  |     |     
|Introduction                                                                                                                        |  |                                                                                  | 3   |     
|PART I                                                                                                                              |  |                                                                                  | 5   |     
|Item 1                                                                                                                              |  | Identity of Directors, Senior Management and
    Advisers                        |     |      | 5   | 
|Item 2                                                                                                                              |  | Offer Statistics and Expected Timetable                                          |     |      | 5   | 
|Item 3                                                                                                                              |  | Key Information                                                                  |     |      | 5   | 
|Item 4                                                                                                                              |  | Information on the Company                                                       |     |      | 16  | 
|Item 5                                                                                                                              |  | Operating and Financial Review and Prospects                                     |     |      | 92  | 
|Item 6                                                                                                                              |  | Directors, Senior Management and Employees                                       |     |      | 114 | 
|Item 7                                                                                                                              |  | Major Shareholders and Related Party
    Transactions                            |     |      | 123 | 
|Item 8                                                                                                                              |  | Financial Information                                                            |     |      | 125 | 
|Item 9                                                                                                                              |  | The Offer and Listing                                                            |     |      | 126 | 
|Item 10                                                                                                                             |  | Additional Information                                                           |     |      | 137 | 
|Item 11                                                                                                                             |  | Quantitative and Qualitative Disclosures About
    Market Risk                   |     |      | 148 | 
|Item 12                                                                                                                             |  | Description of Securities Other than Equity
    Securities                       |     |      | 156 | 
|PART II                                                                                                                             |  |                                                                                  | 156 |     
|Item 13                                                                                                                             |  | Defaults, Dividend Arrearages and
    Delinquencies                              |     |      | 156 | 
|Item 14                                                                                                                             |  | Material Modifications to the Rights of Security
    Holders and Use of Proceeds |     |      | 156 | 
|Item 15                                                                                                                             |  | Controls and Procedures                                                          |     |      | 157 | 
|Item 16A                                                                                                                            |  | Audit Committee Financial Expert                                                 |     |      | 157 | 
|Item 16B                                                                                                                            |  | Code of Ethics                                                                   |     |      | 157 | 
|Item 16C                                                                                                                            |  | Principal Accountant Fees and Services                                           |     |      | 157 | 
|PART III                                                                                                                            |  |                                                                                  | 159 |     
|Item 17                                                                                                                             |  | Financial Statements                                                             |     |      | 159 | 
|Item 18                                                                                                                             |  | Financial Statements                                                             |     |      | 159 | 
|INDEX TO FINANCIAL
    STATEMENTS                                                                                                   |  |                                                                                  | 159 |     
|REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC
    ACCOUNTANTS                                                                   |  |                                                                                  | 160 |     
|CONSOLIDATED FINANCIAL STATEMENTS AS OF
    DECEMBER 31, 2002 AND 2003 AND FOR THE YEARS ENDED
    DECEMBER 31, 2001, 2002 AND 2003 |  |                                                                                  |     |     
|Consolidated Balance Sheets                                                                                                         |  |                                                                                  | 161 |     
|Consolidated Statements of Income and
    Comprehensive Income                                                                      |  |                                                                                  | 166 |     
|Consolidated Statements of Changes in
    Shareholders Equity                                                                      |  |                                                                                  | 164 |     
|Consolidated Statements of Cash Flows                                                                                               |  |                                                                                  | 165 |     
|Notes to Consolidated Financial Statements                                                                                          |  |                                                                                  | 166 |     
|Item 19                                                                                                                             |  | Exhibits                                                                         |     |      | 211 | 
|EXHIBIT 8                                                                                                                          
|EXHIBIT 11                                                                                                                         
|EXHIBIT 12.1                                                                                                                       
|EXHIBIT 13.1                                                                                                                       



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INTRODUCTION

Information Regarding National Bank of Greece
S.A. and the National Bank of Greece Group

Historically, Greek law prohibited banks from
engaging directly in financial services activities outside their
traditional deposit and loan functions. Therefore, specialized
financial institutions were established in Greece, each for the
provision of a particular type of financial service. A Greek
bank that sought to provide multiple financial services to its
customers would create several subsidiaries, each a specialized
institution within the banks integrated group of diverse
financial services companies. As a consequence of this
historical practice, the Greek financial services sector today
is characterized by a group of specialized companies established
around a principal bank. National Bank of Greece S.A. is such a
principal bank, around which its consolidated subsidiaries are
organized.

All references in this annual report on
Form 20-F (the Annual Report) to the
Bank or NBG are to National Bank of
Greece S.A. on a stand-alone basis and do not include the
Banks consolidated subsidiaries. The Bank and its
consolidated subsidiaries, collectively, are referred to in this
Annual Report as the NBG Group or the
Group. References to NMB are to National
Mortgage Bank S.A., a domestic mortgage bank which was merged
into the Bank on October 2, 1998. Also, references to
ETEBA are to National Bank for Investment and
Industrial Development, a domestic investment bank which was a
majority-owned subsidiary of the Bank until December 2002, when
it was merged into the Bank. All references in this Annual
Report to we, us or our are
to the NBG Group as a whole.

References to DEKA are to the Public
Company for Transferable Securities S.A., a company organized
under the laws of the Hellenic Republic, which is wholly owned
by the Hellenic Republic and which acts as a holding company for
the Hellenic Republics equity investments in various Greek
companies, including NBG.

Currency and Financial Statement
Presentation

The NBG Group operates in many countries and
earns money and makes payments in many different currencies. All
references to Greek drachmas, drachmas,
Drs. or GRD are to Greek drachmas, all
references to $, U.S. dollars,
USD or US$ are to United States dollars,
all references to ECU are to the European Currency
Unit of the European Union (EU) basket of currencies
prior to its replacement by the euro, and all references to
,
EUR or to euro are to the lawful
currency of the member states of the European Union that have
adopted the single currency in accordance with the Treaty
Establishing the European Community, as amended by the Treaty on
European Union and the Treaty of Amsterdam. References to
EMU are to the European Economic and Monetary Union.
All references to CDN$ are to Canadian dollars, all
references to R are to South African rand, all
references to CYP are to Cyprus pounds, all
references to BGN are to Bulgarian leva and all
references to ROL are to Romanian lei.

Greece adopted the euro as its national currency
on January 1, 2001, at which time the drachma ceased to
exist as a separate legal currency. From January 1, 2001,
the Greek drachma became the national denomination of the euro
in Greece and was fixed against the euro at a rate of
1.00 =
GRD 340.750. On January 1, 2002, euro bank notes and
coins were introduced in the EMU countries and on March 1,
2002, drachmas (and all other national denominations of the
euro) ceased to be legal tender and were replaced entirely by
euro notes and coins. Financial statements for the NBG Group are
therefore expressed in euro in this Annual Report. Financial
statements and information for the years ended December 31,
1999, 2000 and 2001 were recorded in Greek drachmas and have
been re-expressed in euro, based on the fixed rate of
1.00 =
GRD 340.750, to conform to the current presentation.

Solely for convenience, this Annual Report
contains translations of certain euro amounts into
U.S. dollars at specified rates. These are simply
convenience translations and you should not expect that a euro
amount actually represents a stated U.S. dollar amount or
that it could be converted into U.S. dollars at the rate
suggested, or any other rate. In this Annual Report, the
translations of euro amounts into U.S. dollars, where
indicated, have been made at the noon buying rate for cable
transfers of euro into U.S. dollars of US$1.00 =
0.8327, as
reported by the Federal Reserve Bank of New York (the Noon
Buying Rate) on May 21, 2004. Similar convenience
translations, such as translations of Canadian dollars, South
African rand, Cyprus pounds, Macedonian denars,

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Bulgarian leva and Romanian lei into
U.S. dollars, where indicated, have been made at the
respective rates of Canadian dollars 1.3734 per US$1.00, South
African rand 6.7500 per US$1.00, Cyprus pounds 0.4278 per
US$1.00, Macedonian denars 51.5400 per US$1.00, Bulgarian leva
1.4217 per US$1.00, and Romanian lei 48,861.0183 per US$1.00.
These are the respective Noon Buying Rates for Canadian dollars
and South African rand on May 21, 2004 and, in the case of
Cyprus pounds, Macedonian denars, Bulgarian leva and Romanian
lei, the fixing rates, for such non-U.S. currencies on
May 21, 2004 as announced by their respective central banks.


The table below sets out the highest and lowest
exchange rate between the euro (which replaced the drachma as
the currency of Greece on January 1, 2001) and the
U.S. dollar, for each of the completed five months
preceding the filing of this Annual Report and for the current
month, to June 15, 2004:

|                                   |  |           |  |      |  |     |        |  |  |  |        | 
|---------------------------------- |  | --------- |  | ---- |  | --- | ------ |  |  |  | ------ | 
|                                   |  |           |  |     
|                                   |  |           |  | Euro
|                                   |  |           |  |     
|Month                              |  | US$1.00 = |  | High |  | Low
|                                   |  |           |  |      |  |    
|January, 2004                      |  |           |  |      |  |     | 0.8082 |  |  |  | 0.7795 | 
|February, 2004                     |  |           |  |      |  |     | 0.8053 |  |  |  | 0.7777 | 
|March, 2004                        |  |           |  |      |  |     | 0.8252 |  |  |  | 0.8010 | 
|April, 2004                        |  |           |  |      |  |     | 0.8456 |  |  |  | 0.8117 | 
|May, 2004                          |  |           |  |      |  |     | 0.8473 |  |  |  | 0.8166 | 
|June, 2004 (through June 15, 2004) |  |           |  |      |  |     | 0.8333 |  |  |  | 0.8117 | 

The table below sets out the average exchange
rates between the drachma and the U.S. dollar for each of
the two years ended December 31, 1999 and 2000, the period
preceding the adoption of the euro as a legal currency. The
table also sets forth the average exchange rates between the
euro and the U.S. dollar for each of the three years ended
December 31, 2001, 2002 and 2003 and for the current annual
period through June 15, 2004, as well as the average
exchange rates between the ECU and the U.S. dollar for the
previous two years. The following exchange rates have been
calculated using the average of the Noon Buying Rates for
drachmas and euro (or ECUs, as applicable), respectively, during
each of the past five annual periods, and for the current period
through June 15, 2004.

|                             |  |           |  |     |  |          |       |  |  |  |        | 
|---------------------------- |  | --------- |  | --- |  | -------- | ----- |  |  |  | ------ | 
|Annual Period                |  | US$1.00 = |  | GRD |  | Euro/ECU
|                             |  |           |  |     |  |         
|1999                         |  |           |  |     |  |          | 306.2 |  |  |  | 0.9387 | 
|2000                         |  |           |  |     |  |          | 365.9 |  |  |  | 1.0832 | 
|2001                         |  |           |  |     |  |          | n/a   |  |  |  | 1.1218 | 
|2002                         |  |           |  |     |  |          | n/a   |  |  |  | 1.0578 | 
|2003                         |  |           |  |     |  |          | n/a   |  |  |  | 0.8833 | 
|2004 (through June 15, 2004) |  |           |  |     |  |          | n/a   |  |  |  | 0.8141 | 

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Special Note Regarding Forward Looking
Statements

This Annual Report includes forward-looking
statements. Such items in this Annual Report include, but are
not limited to, statements under Item 4.B,
Business Overview. Such statements can be
generally identified by the use of terms such as
believes, expects, may,
will, should, would,
could, plans, anticipates
and comparable terms and the negatives of such terms. By their
nature, forward-looking statements involve risk and uncertainty,
and the factors described in the context of such forward-looking
statements in this Annual Report could cause actual results and
developments to differ materially from those expressed in or
implied by such forward-looking statements. We have based these
forward-looking statements on our current expectations and
projections about future events. These forward-looking
statements are subject to risks, uncertainties and assumptions
about the Group, including, among other things:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   our ability to develop
    and expand our business;
       our ability to expand into new
    markets;
       our ability to reduce costs, including
    staff costs;
       our ability to integrate new computer
    systems into our operations and to use these new systems to
    enhance productivity;
       our ability to make adequate provisions
    against problem loans in the future;
       our ability to take advantage of new
    technologies;
       changes in overall economic conditions
    in the Hellenic Republic; |  |    political and economic
    conditions in the countries outside the Hellenic Republic in
    which we operate, particularly in the Balkans;
       volatility in the worlds
    securities markets;
       the effects of regulation (including tax
    regulations and capital adequacy requirements);
       the effects of European Economic and
    Monetary Union;
       the effects of litigation;
       capital spending and financial
    resources; and
       our anticipated future revenues.

We undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of
new information, future events or otherwise. In light of these
risks, uncertainties and assumptions, the forward-looking events
discussed in this Annual Report might not occur. Any statements
regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in
the future.

Readers are cautioned not to place undue reliance
on such forward-looking statements, which are based on facts
known to us only as of the date of this Annual Report.




PART I




ITEM 1     IDENTITY
OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.




ITEM 2     OFFER
STATISTICS AND EXPECTED TIMETABLE

Not applicable.




ITEM 3     KEY
INFORMATION

A.  Selected Financial
Data

The following information as at, and for the
years ended, December 31, 1999, 2000, 2001, 2002 and 2003
has been derived from the consolidated financial statements of
the Group. These financial statements have been prepared in
accordance with U.S. GAAP and have been audited by Deloitte
& Touche Hadjipavlou Sofianos & Cambanis S.A. The
selected financial and operating data should be read in
conjunction with Item 5 in this Annual Report and with the
Groups audited U.S. GAAP financial statements and the
notes thereto as at December 31, 2002 and 2003 and for the
years ended December 31, 2001, 2002 and 2003 (the
U.S. GAAP Financial Statements) included
elsewhere in this Annual Report.

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The following tables set forth selected financial
information for the Group for the years ended December 31,
1999, 2000, 2001, 2002 and 2003.

|                                                                                                             |                                                                           |                                       |           |           |   |         |           |           |  |         |           |           |   |  |           |           |   |  |           |           |   |  |           |           |  
|------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------- | ------------------------------------- | --------- | --------- | - | ------- | --------- | --------- |  | ------- | --------- | --------- | - |  | --------- | --------- | - |  | --------- | --------- | - |  | --------- | --------- | -
|                                                                                                             |                                                                           |                                      
|                                                                                                             |                                                                           | Year ended December 31,              
|                                                                                                             |                                                                           |                                      
|                                                                                                             |                                                                           | 1999(1)                               |           | 2000(1)   |   | 2001(1) |           | 2002(1)   |  | 2003(2) |           | 2003(2)  
|                                                                                                             |                                                                           |                                       |           |           |   |         |           |           |  |         |           |          
|                                                                                                             |                                                                           | EUR                                   |           | EUR       |   | EUR     |           | EUR       |  | EUR     |           | US$      
|                                                                                                             |                                                                           |                                      
|                                                                                                             |                                                                           | (in thousands, except per share data)
|CONSOLIDATED STATEMENT OF INCOME
    DATA                                                                    |                                                                           |                                       |           |           |   |         |           |           |  |         |           |           |   |  |           |           |   |  |           |           |   |  |           |          
|Total Interest Income                                                                                        |                                                                           |                                       | 3,450,242 |           |   |         | 3,371,888 |           |  |         | 2,621,310 |           |   |  | 2,416,698 |           |   |  | 2,130,333 |           |   |  | 2,558,344 |          
|Total Interest Expense                                                                                       |                                                                           |                                       | 2,598,776 |           |   |         | 2,442,589 |           |  |         | 1,393,113 |           |   |  | 1,175,023 |           |   |  | 823,554   |           |   |  | 989,016   |          
|                                                                                                             |                                                                           |                                       |           |           |   |         |           |           |  |         |           |           |   |  |           |           |   |  |           |           |   |  |           |          
|                                                                                                             | Net Interest Income                                                       |                                       |           | 851,466   |   |         |           | 929,299   |  |         |           | 1,228,197 |   |  |           | 1,241,675 |   |  |           | 1,306,779 |   |  |           | 1,569,328 |  
|Allowance for loan losses                                                                                    |                                                                           |                                       | (64,881   | )         |   |         | (107,348  | )         |  |         | (170,786  | )         |   |  | (143,391  | )         |   |  | (140,543  | )         |   |  | (168,780  | )        
|Non-interest Income                                                                                          |                                                                           |                                       |           |           |   |         |           |           |  |         |           |           |   |  |           |           |   |  |           |           |   |  |           |          
|                                                                                                             | Profit on disposal and partial disposal of
    subsidiary undertakings    |                                       |           | 88,226    |   |         |           | 87,799    |  |         |           | 5,313     |   |  |           |          |   |  |           | 1,731     |   |  |           | 2,079     |  
|                                                                                                             | Profit/(loss) on disposal of equity investments                           |                                       |           | 202,533   |   |         |           |          |  |         |           |          |   |  |           | 2,280     |   |  |           | (1,343    | ) |  |           | (1,613    | )
|                                                                                                             | Credit card fees                                                          |                                       |           | 36,963    |   |         |           | 37,407    |  |         |           | 46,756    |   |  |           | 57,400    |   |  |           | 64,572    |   |  |           | 77,545    |  
|                                                                                                             | Service charges on deposit accounts                                       |                                       |           | 11,915    |   |         |           | 16,328    |  |         |           | 24,423    |   |  |           | 36,198    |   |  |           | 48,789    |   |  |           | 58,591    |  
|                                                                                                             | Other fees and commissions                                                |                                       |           | 441,027   |   |         |           | 345,318   |  |         |           | 305,884   |   |  |           | 286,627   |   |  |           | 337,406   |   |  |           | 405,195   |  
|                                                                                                             | Net trading profit/(loss)                                                 |                                       |           | 529,250   |   |         |           | 255,288   |  |         |           | (138,348  | ) |  |           | (227,443  | ) |  |           | 111,872   |   |  |           | 134,349   |  
|                                                                                                             | Net realized gains/(losses) on sales of
    available-for-sale securities |                                       |           | 47,753    |   |         |           | 41,709    |  |         |           | 12,353    |   |  |           | 7,085     |   |  |           | (96,057   | ) |  |           | (115,356  | )
|                                                                                                             | Equity in earnings/(losses) of investees                                  |                                       |           | (7,548    | ) |         |           | 599       |  |         |           | (1,086    | ) |  |           | 5,787     |   |  |           | 21,748    |   |  |           | 26,117    |  
|Other income                                                                                                 |                                                                           |                                       | 642,465   |           |   |         | 711,592   |           |  |         | 801,679   |           |   |  | 797,338   |           |   |  | 814,752   |           |   |  | 978,446   |          
|                                                                                                             |                                                                           |                                       |           |           |   |         |           |           |  |         |           |           |   |  |           |           |   |  |           |           |   |  |           |          
|                                                                                                             | Total non-interest income                                                 |                                       |           | 1,992,584 |   |         |           | 1,496,040 |  |         |           | 1,056,974 |   |  |           | 965,272   |   |  |           | 1,303,470 |   |  |           | 1,565,353 |  
|Non-interest Expense                                                                                         |                                                                           |                                       |           |           |   |         |           |           |  |         |           |           |   |  |           |           |   |  |           |           |   |  |           |          
|                                                                                                             | Salaries and employee benefits                                            |                                       |           | 731,187   |   |         |           | 754,654   |  |         |           | 820,914   |   |  |           | 887,714   |   |  |           | 836,902   |   |  |           | 1,005,046 |  
|                                                                                                             | Depreciation of premises and equipment                                    |                                       |           | 53,910    |   |         |           | 60,215    |  |         |           | 67,897    |   |  |           | 80,261    |   |  |           | 75,612    |   |  |           | 90,803    |  
|                                                                                                             | Amortization of intangible assets                                         |                                       |           | 22,242    |   |         |           | 62,462    |  |         |           | 62,580    |   |  |           | 42,017    |   |  |           | 30,731    |   |  |           | 36,905    |  
|Loss on permanent diminution in the value of
    available-for-sale securities                               |                                                                           |                                       |          |           |   |         |          |           |  |         |          |           |   |  | 35,537    |           |   |  |          |           |   |  |          |          
|Impairment of Goodwill and equity method
    investments                                                     |                                                                           |                                       |          |           |   |         |          |           |  |         |          |           |   |  |          |           |   |  | 211,613   |           |   |  | 254,129   |          
|                                                                                                             | Summary other(5)                                                          |                                       |           | 754,733   |   |         |           | 864,766   |  |         |           | 951,240   |   |  |           | 1,036,653 |   |  |           | 1,068,507 |   |  |           | 1,283,184 |  
|                                                                                                             |                                                                           |                                       |           |           |   |         |           |           |  |         |           |           |   |  |           |           |   |  |           |           |   |  |           |          
|                                                                                                             | Total non-interest expense                                                |                                       |           | 1,562,072 |   |         |           | 1,742,097 |  |         |           | 1,902,631 |   |  |           | 2,082,182 |   |  |           | 2,223,365 |   |  |           | 2,670,067 |  
|Income before income tax expense, minority
    interests, extraordinary item and effect of accounting change |                                                                           |                                       | 1,217,097 |           |   |         | 575,894   |           |  |         | 211,754   |           |   |  | (18,626   | )         |   |  | 246,341   |           |   |  | 295,834   |          
|                                                                                                             | Extraordinary item(6)                                                     |                                       |           |          |   |         |           |          |  |         |           |          |   |  |           | 96,105    |   |  |           |          |   |  |           |          |  
|Net effect of change in accounting
    Principle(7)                                                          |                                                                           |                                       |          |           |   |         |          |           |  |         | 29,047    |           |   |  |          |           |   |  |          |           |   |  |          |          
|Net income                                                                                                   |                                                                           |                                       | 643,359   |           |   |         | 372,791   |           |  |         | 204,974   |           |   |  | 126,873   |           |   |  | 127,496   |           |   |  | 153,112   |          
|Net income per share (after extraordinary item
    and the effect of accounting change)                      |                                                                           |                                       |           |           |   |         |           |           |  |         |           |           |   |  |           |           |   |  |           |           |   |  |           |          
|Basic(3)                                                                                                     |                                                                           |                                       | 1.95      |           |   |         | 1.21      |           |  |         | 0.66      |           |   |  | 0.41      |           |   |  | 0.40      |           |   |  | 0.48      |          
|Diluted(3)                                                                                                   |                                                                           |                                       | 1.83      |           |   |         | 1.21      |           |  |         | 0.66      |           |   |  | 0.41      |           |   |  | 0.40      |           |   |  | 0.48      |          
|Net income per share (before extraordinary item
    and the effect of accounting change)                     |                                                                           |                                       |           |           |   |         |           |           |  |         |           |           |   |  |           |           |   |  |           |           |   |  |           |          
|Basic(3)                                                                                                     |                                                                           |                                       | 1.95      |           |   |         | 1.21      |           |  |         | 0.57      |           |   |  | 0.10      |           |   |  | 0.40      |           |   |  | 0.48      |          
|Diluted(3)                                                                                                   |                                                                           |                                       | 1.83      |           |   |         | 1.21      |           |  |         | 0.57      |           |   |  | 0.10      |           |   |  | 0.40      |           |   |  | 0.48      |          
|Cash dividends declared per share(4)                                                                         |                                                                           |                                       | 0.95      |           |   |         | 1.17      |           |  |         | 1.09      |           |   |  | 1.10      |           |   |  | 0.45      |           |   |  | 0.54      |          






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Certain amounts in prior periods have been
    reclassified to conform to the current presentation. See
    Note 40 to the U.S. GAAP Financial Statements included
    in this Annual Report. Also, certain amounts in prior periods
    have been re-expressed in euro.                                                                                                                                                                                                                                                                                                  
|   
|(2) | Solely for the convenience of the reader, the
    translation of euro into U.S. dollars has been made at the
    Noon Buying Rate of US$1.00 =
    0.8327 on
    May 21, 2004. For information regarding the historical
    rates of exchange between the euro and the U.S. dollar,
    refer to Introduction  Currency and
    Financial Statement Presentation in this Annual Report.                                                                                                                                                                               
|   
|(3) | The weighted average number of common shares
    takes into account the merger of the Bank with National Mortgage
    Bank in 1998, which contained bonus elements, the stock split in
    January 1999, the rights issue in May 1999, the capitalization
    of additional paid in capital in April 2000, the merger of the
    Bank with ETEBA, our investment banking subsidiary, in December
    2002 and the capitalization of reserves in May 2003.                                                                                                                 
|   
|(4) | The cash dividends declared per share information
    reflects dividends declared and paid in the year indicated in
    respect of net profits of the previous completed financial year,
    in accordance with the Banks dividend policy. See, below
    in this Item 3.A,  Dividends. This
    information does not reflect the four-for-one stock split in
    January 1999, nor does it give effect to the rights issue in May
    1999, the capitalization of additional paid in capital in April
    2000 or the merger of the Bank with ETEBA in December 2002.
|   
|(5) | Summary other comprises
    (i) occupancy expenses, (ii) equipment expenses,
    (iii) deposit insurance premiums and (iv) other non
    interest expenses.                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(6) | Certain employee benefit plans which were
    previously accounted for as defined benefit plans were accounted
    for in 2002 and 2003 either as defined contribution plans or
    plans no longer sponsored by the Bank. See Note 37 to the
    U.S. GAAP financial statements included in this Annual
    Report.                                                                                                                                                                                                                                                      
|   
|(7) | Effective January 1, 2001, the Group changed
    its method of accounting for derivative instruments and hedging
    activities to conform to Statement of Financial Accounting
    Standards No. 133. See Notes 3 and 11 to the
    U.S. GAAP Financial Statements included in this Annual
    Report.                                                                                                                                                                                                                                                                   

6



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##### Table of Contents



|                                                                               |                                            |                         |            |            |  |         |            |            |  |         |            |            |  |  |            |            |  |  |            |            |  |  |            |            | 
|------------------------------------------------------------------------------ | ------------------------------------------ | ----------------------- | ---------- | ---------- |  | ------- | ---------- | ---------- |  | ------- | ---------- | ---------- |  |  | ---------- | ---------- |  |  | ---------- | ---------- |  |  | ---------- | ---------- | 
|                                                                               |                                            |                        
|                                                                               |                                            | Year ended December 31,
|                                                                               |                                            |                        
|                                                                               |                                            | 1999(1)                 |            | 2000(1)    |  | 2001(1) |            | 2002(1)    |  | 2003(2) |            | 2003(2)   
|                                                                               |                                            |                         |            |            |  |         |            |            |  |         |            |           
|                                                                               |                                            | EUR                     |            | EUR        |  | EUR     |            | EUR        |  | EUR     |            | US$       
|                                                                               |                                            |                        
|                                                                               |                                            | (in thousands)         
|CONSOLIDATED BALANCE SHEET DATA                                                |                                            |                         |            |            |  |         |            |            |  |         |            |            |  |  |            |            |  |  |            |            |  |  |            |           
|ASSETS                                                                         |                                            |                         |            |            |  |         |            |            |  |         |            |            |  |  |            |            |  |  |            |            |  |  |            |           
|Cash and due from banks                                                        |                                            |                         | 1,770,715  |            |  |         | 1,241,236  |            |  |         | 1,296,306  |            |  |  | 764,512    |            |  |  | 789,920    |            |  |  | 948,625    |           
|Deposits with central bank                                                     |                                            |                         | 5,586,515  |            |  |         | 4,436,100  |            |  |         | 851,819    |            |  |  | 203,036    |            |  |  | 530,424    |            |  |  | 636,993    |           
|Federal funds sold and securities purchased under
    agreements to resell     |                                            |                         | 145,969    |            |  |         | 1,774,536  |            |  |         | 2,121,388  |            |  |  | 4,744,943  |            |  |  | 3,458,270  |            |  |  | 4,153,080  |           
|Interest bearing deposits with banks                                           |                                            |                         | 3,409,294  |            |  |         | 5,546,362  |            |  |         | 7,550,807  |            |  |  | 5,486,932  |            |  |  | 5,068,936  |            |  |  | 6,087,350  |           
|Money market investments                                                       |                                            |                         | 155,237    |            |  |         | 130,031    |            |  |         | 179,984    |            |  |  | 125,448    |            |  |  | 92,955     |            |  |  | 111,631    |           
|Trading Assets                                                                 |                                            |                         | 10,226,497 |            |  |         | 13,632,153 |            |  |         | 15,372,091 |            |  |  | 15,278,098 |            |  |  | 13,788,871 |            |  |  | 16,559,230 |           
|Securities:                                                                    |                                            |                         |            |            |  |         |            |            |  |         |            |            |  |  |            |            |  |  |            |            |  |  |            |           
|                                                                               | Available-for-sale, at fair value          |                         |            | 2,837,406  |  |         |            | 2,864,276  |  |         |            | 3,494,516  |  |  |            | 3,843,962  |  |  |            | 5,514,615  |  |  |            | 6,622,571  | 
|                                                                               | Held-to-maturity, at amortized cost        |                         |            | 5,360,276  |  |         |            |           |  |         |            |           |  |  |            |           |  |  |            |           |  |  |            |           | 
|Loans                                                                          |                                            |                         | 14,407,560 |            |  |         | 17,518,373 |            |  |         | 20,346,565 |            |  |  | 20,631,325 |            |  |  | 22,933,040 |            |  |  | 27,540,579 |           
|Less:Allowance for loan losses                                                 |                                            |                         | (798,008   | )          |  |         | (973,211   | )          |  |         | (1,014,927 | )          |  |  | (1,011,145 | )          |  |  | (1,047,493 | )          |  |  | (1,257,948 | )         
|                                                                               |                                            |                         |            |            |  |         |            |            |  |         |            |            |  |  |            |            |  |  |            |            |  |  |            |           
|                                                                               | Net loans                                  |                         |            | 13,609,552 |  |         |            | 16,545,162 |  |         |            | 19,331,638 |  |  |            | 19,620,180 |  |  |            | 21,885,547 |  |  |            | 26,282,631 | 
|Summary other assets(3)                                                        |                                            |                         | 3,497,483  |            |  |         | 3,646,355  |            |  |         | 4,742,116  |            |  |  | 5,179,106  |            |  |  | 4,198,361  |            |  |  | 5,041,865  |           
|                                                                               |                                            |                         |            |            |  |         |            |            |  |         |            |            |  |  |            |            |  |  |            |            |  |  |            |           
|Total Assets                                                                   |                                            |                         | 46,598,944 |            |  |         | 49,816,211 |            |  |         | 54,940,665 |            |  |  | 55,246,217 |            |  |  | 55,327,899 |            |  |  | 66,443,976 |           
|                                                                               |                                            |                         |            |            |  |         |            |            |  |         |            |            |  |  |            |            |  |  |            |            |  |  |            |           
|LIABILITIES AND SHAREHOLDERS
    EQUITY                                       |                                            |                         |            |            |  |         |            |            |  |         |            |            |  |  |            |            |  |  |            |            |  |  |            |           
|Total deposits                                                                 |                                            |                         | 37,866,445 |            |  |         | 38,739,624 |            |  |         | 41,318,265 |            |  |  | 40,288,833 |            |  |  | 42,042,945 |            |  |  | 50,489,906 |           
|Central bank borrowings                                                        |                                            |                         | 280,710    |            |  |         | 80,018     |            |  |         | 70,526     |            |  |  | 6,804      |            |  |  | 6,804      |            |  |  | 8,171      |           
|Federal funds purchased and securities sold under
    agreements to repurchase |                                            |                         | 2,209,385  |            |  |         | 4,826,371  |            |  |         | 6,387,482  |            |  |  | 8,278,892  |            |  |  | 6,078,897  |            |  |  | 7,300,225  |           
|Long-term debt                                                                 |                                            |                         | 252,954    |            |  |         | 261,975    |            |  |         | 265,327    |            |  |  | 813,947    |            |  |  | 1,171,467  |            |  |  | 1,406,830  |           
|Mandatorily convertible bond issue                                             |                                            |                         | 119,941    |            |  |         |           |            |  |         |           |            |  |  |           |            |  |  |           |            |  |  |           |           
|Summary other Liabilities(4)                                                   |                                            |                         | 4,157,712  |            |  |         | 4,540,834  |            |  |         | 5,541,234  |            |  |  | 4,620,578  |            |  |  | 4,637,331  |            |  |  | 5,569,028  |           
|                                                                               |                                            |                         |            |            |  |         |            |            |  |         |            |            |  |  |            |            |  |  |            |            |  |  |            |           
|Total Liabilities                                                              |                                            |                         | 44,887,147 |            |  |         | 48,448,822 |            |  |         | 53,582,834 |            |  |  | 54,009,054 |            |  |  | 53,937,444 |            |  |  | 64,774,160 |           
|                                                                               |                                            |                         |            |            |  |         |            |            |  |         |            |            |  |  |            |            |  |  |            |            |  |  |            |           
|SHAREHOLDERS EQUITY                                                           |                                            |                         |            |            |  |         |            |            |  |         |            |            |  |  |            |            |  |  |            |            |  |  |            |           
|Common stock                                                                   |                                            |                         | 693,250    |            |  |         | 998,048    |            |  |         | 1,026,362  |            |  |  | 1,043,419  |            |  |  | 1,147,761  |            |  |  | 1,378,361  |           
|Additional paid-in capital                                                     |                                            |                         | 956,023    |            |  |         | 609,341    |            |  |         | 368,555    |            |  |  | 408,058    |            |  |  | 379,450    |            |  |  | 455,686    |           
|Accumulated other comprehensive income/(loss)                                  |                                            |                         | 58,726     |            |  |         | (41,620    | )          |  |         | (31,851    | )          |  |  | (89,408    | )          |  |  | (2,908     | )          |  |  | (3,492     | )         
|Treasury stock, at cost                                                        |                                            |                         | (301,115   | )          |  |         | (692,428   | )          |  |         | (425,379   | )          |  |  | (421,035   | )          |  |  | (348,790   | )          |  |  | (418,866   | )         
|Accumulated (deficit)/surplus                                                  |                                            |                         | 304,913    |            |  |         | 494,048    |            |  |         | 420,144    |            |  |  | 296,129    |            |  |  | 214,942    |            |  |  | 258,127    |           
|                                                                               |                                            |                         |            |            |  |         |            |            |  |         |            |            |  |  |            |            |  |  |            |            |  |  |            |           
|                                                                               | Total Shareholders Equity                 |                         |            | 1,711,797  |  |         |            | 1,367,389  |  |         |            | 1,357,831  |  |  |            | 1,237,163  |  |  |            | 1,390,455  |  |  |            | 1,669,816  | 
|                                                                               |                                            |                         |            |            |  |         |            |            |  |         |            |            |  |  |            |            |  |  |            |            |  |  |            |           
|                                                                               | Total Liabilities and Shareholders Equity |                         |            | 46,598,944 |  |         |            | 49,816,211 |  |         |            | 54,940,665 |  |  |            | 55,246,217 |  |  |            | 55,327,899 |  |  |            | 66,443,976 | 
|                                                                               |                                            |                         |            |            |  |         |            |            |  |         |            |            |  |  |            |            |  |  |            |            |  |  |            |           






|    |                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Certain amounts in prior periods have been
    reclassified to conform to the current presentation. See
    Note 40 to the U.S. GAAP Financial Statements included
    in this Annual Report. Also, certain amounts in prior periods
    have been re-expressed in euro.                                                                                                                   
|   
|(2) | Solely for the convenience of the reader, the
    translation of euro into U.S. dollars has been made at the
    Noon Buying Rate of US$1.00 =
    0.8327 on
    May 21, 2004. For information regarding the historical
    rates of exchange between the euro and the U.S. dollar,
    refer to Introduction  Currency and
    Financial Statement Presentation in this Annual Report.
|   
|(3) | Summary other assets comprises
    (i) equity method investments, (ii) goodwill,
    (iii) software and other intangibles, net,
    (iv) premises and equipment, net, (v) customers
    liability on acceptances, (vi) accrued interest receivable,
    (vii) derivative assets, and (viii) other assets.                                                                               
|   
|(4) | Summary other liabilities comprises
    (i) other borrowed funds, (ii) acceptances
    outstanding, (iii) accounts payable, accrued expenses and
    other liabilities, (iv) insurance reserves,
    (v) derivative liabilities and (vi) minority interests.                                                                                                                             

7



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##### Table of Contents



|                                    |  |                         |       |      |  |      |       |      |  |      |       |  |  |  |      |  |  |  |      | 
|----------------------------------- |  | ----------------------- | ----- | ---- |  | ---- | ----- | ---- |  | ---- | ----- |  |  |  | ---- |  |  |  | ---- | 
|                                    |  |                        
|                                    |  | Year ended December 31,
|                                    |  |                        
|                                    |  | 1999                    |       | 2000 |  | 2001 |       | 2002 |  | 2003
|                                    |  |                         |       |      |  |      |       |      |  |     
|                                    |  |                        
|                                    |  | (%)                    
|SELECTED FINANCIAL RATIOS           |  |                         |       |      |  |      |       |      |  |      |       |  |  |  |      |  |  |  |      | 
|Return on assets(1)                 |  |                         | 1.38  |      |  |      | 0.79  |      |  |      | 0.41  |  |  |  | 0.23 |  |  |  | 0.23 | 
|Return on equity(2)                 |  |                         | 56.23 |      |  |      | 24.21 |      |  |      | 15.04 |  |  |  | 9.78 |  |  |  | 9.70 | 
|Average equity to average assets(3) |  |                         | 2.43  |      |  |      | 3.25  |      |  |      | 2.70  |  |  |  | 2.40 |  |  |  | 2.33 | 






|    |                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Calculated by dividing net income by average
    total assets as shown in Item 4.E under the subsection
    Average Balances and Interest Rates.                                                                                                                                                  
|   
|(2) | Calculated by dividing net income by average
    total equity. Average total equity is equal to the arithmetical
    average of total equity at the beginning and at the end of the
    period, these being the only dates for which the Group has
    calculated net equity according to U.S. GAAP.
|   
|(3) | Calculated by dividing average total equity by
    average total assets as shown in Item 4.E under the
    subsection Average Balances and Interest
    Rates.                                                                                                                                    

Recent financial information regarding the Group
is presented under U.S. GAAP in Item 18 of this Annual
Report.

Dividends

The Bank pays dividends out of:



| |   |                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------
| |  | distributable profits for the year (i.e. profits
    net of: a) tax, b) losses carried forward, and
    c) prior years tax audit differences); and
|
| |  | retained earnings, special reserves or ordinary
    reserves to the extent they exceed the amount required to be
    maintained by law.           

Before paying dividends, the Bank must allocate
between 5% and 20% of its net profits to an ordinary reserve
until this reserve equals at least one-half of the Banks
share capital. According to the Banks Articles of
Association and Greek corporate law, and subject to the
limitations described below, each year the Bank is required to
pay a minimum dividend out of the net profits for the year, if
any, equal to the greater of:



| |   |                                                                                                                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 6% of the Banks share capital; or                                                                                                                                                                                                                                                                                          
|
| |  | 35% of the net profits for the year (after the
    deduction of statutory reserves and any profits resulting from
    the sale of equity participations that represent at least 20% of
    the paid-up share capital of a subsidiary company in which the
    Bank has held an equity participation for at least ten years).

Calculation of all such amounts is based on the
financial statements of the Bank prepared in accordance with
Greek GAAP.

Any distribution of the remainder of the
distributable profits must be approved by a General
Meeting of the Shareholders (the Banks annual
general meeting, which is referred to in this Annual Report as
the General Meeting), with ordinary quorum and
majority voting requirements, following a proposal of the
Banks board of directors (which we refer to in this Annual
Report as the Board of Directors or the
Board). No distribution can be effected if, on the
closing date of the last financial year, the total
shareholders equity is, or will become after that
distribution, lower than the sum amount of the share capital and
the reserves, the distribution of which is prohibited by Greek
law or the Banks Articles of Association. In any event,
dividends may not exceed net profits of the last financial year,
as increased by distributable reserves, the distribution of
which is permitted as resolved at the General Meeting, and
profits carried forward from previous years, and as decreased by
any loss in the previous financial year and any compulsory
reserves required by law or the Banks Articles of
Association.

In the event that the obligatory dividend
payments equal 35% of the net profits for the year (after the
deduction of statutory reserves and any profits resulting from
the sale of equity participations that represent at least 20% of
the paid-up share capital of a subsidiary company in which the
Bank has held an equity participation for at least ten years),
the Banks shareholders have two options. According to
Greek Emergency Law 148/1967, as amended by Greek Law 2753/1999,
a majority representing at least 65% of the paid-up share
capital may vote

8



---



##### Table of Contents



to waive this dividend payment at a General
Meeting. Undistributed dividends must then be transferred under
a special reserve and must be capitalized within four years
following the General Meeting. Furthermore, a majority
representing 70% of the Banks paid-up capital may vote to
distribute the lower amount, i.e., 6% of the Banks share
capital.


Once approved, dividends must be paid to
shareholders within two months of the date on which the
Banks annual financial statements are approved. Normally,
dividends are declared and paid in the year subsequent to the
reporting period. Dividends are forfeited to the Hellenic
Republic if they are not claimed by shareholders within five
years following December 31 of the year in which they were
declared.

On May 9, 2003, at the Banks General
Meeting, the Banks shareholders approved the distribution
of a cash dividend in the amount of
0.45 per share
with respect to the year ended December 31, 2002. On
May 18, 2004, at the Banks General Meeting, the
Banks shareholders approved the distribution of a cash
dividend in the amount of
0.65 per share
with respect to the year ended December 31, 2003.

The following table sets forth the actual
dividends declared by the Bank for the corresponding periods and
the dividends as a percentage of previous years net income
distributed based on Greek GAAP:

|                        |  |              |                |              |  |                 |      |             |  |  |             |  |  |  |      | 
|----------------------- |  | ------------ | -------------- | ------------ |  | --------------- | ---- | ----------- |  |  | ----------- |  |  |  | ---- | 
|                        |  |              |                |              |  |                 |      | % of       
|                        |  | Amount       |                | Amount       |  |                 |      | previous   
|                        |  | of dividends |                | of dividends |  | Number of       |      | years     
|                        |  | per share,   |                | per share,   |  | shares entitled |      | net income 
|Year Ended December 31, |  | in EUR(1)    |                | in US$(2)    |  | to dividend     |      | distributed
|                        |  |              |                |              |  |                 |      |            
|1999                    |  |              | 0.95 (GRD 325) |              |  |                 | 1.12 |             |  |  | 176,559,813 |  |  |  | 31.5 | 
|2000                    |  |              | 1.17 (GRD 400) |              |  |                 | 1.38 |             |  |  | 219,034,917 |  |  |  | 27.4 | 
|2001                    |  |              | 1.09 (GRD 370) |              |  |                 | 1.28 |             |  |  | 228,080,452 |  |  |  | 28.3 | 
|2002                    |  |              | 1.10 (GRD 375) |              |  |                 | 1.29 |             |  |  | 231,870,986 |  |  |  | 38.7 | 
|2003                    |  |              | 0.45           |              |  |                 | 0.53 |             |  |  | 255,058,085 |  |  |  | 35.2 | 
|2004, through June 10   |  |              | 0.65           |              |  |                 | 0.78 |             |  |  | 255,058,085 |  |  |  | 40.6 | 






|    |                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The dividends per share for the years ended
    December 31, 1999, 2000 and 2001 were recorded in Greek
    drachmas and have been re-expressed in euro, based on the fixed
    rate of
    1.00 = GRD
    340.750, to conform to the current presentation.
|   
|(2) | Solely for the convenience of the reader, the
    translation of euro into U.S. dollars has been made at the
    Noon Buying Rate of US$1.00 =
    0.8327 on
    May 21, 2004.                                                                             

The number of shares entitled to receive
dividends in 2001 did not include the 6,461,096 shares formerly
held by the Hellenic Republic, which were issued in relation to
the fourth tranche of the Mandatorily Convertible Bonds, which
were converted on November 15, 2000, were subsequently
purchased by the Bank on December 13, 2000 and ultimately
cancelled on May 23, 2001. See Item 5,
Operating and Financial Review and
Prospects  Overview  Capital
Base.

The Bank currently expects to continue to pay
dividends, subject to the financial condition of the Bank, the
funding needs of its investment program and other relevant
considerations.

B.  Capitalization and
Indebtedness

Not applicable.

C.  Reasons for the Offer and Use of
Proceeds

Not applicable.

D.  Risk Factors



9



---



##### Table of Contents



General

If you are considering purchasing our shares
or American Depositary Receipts, you should carefully read and
think about all the information contained in this document,
including the risk factors set out below, prior to making any
investment decision.

The Hellenic Republic is Our Principal
Shareholder.

The Hellenic Republic, directly or through DEKA,
owns shares representing approximately 7.5% of the issued share
capital of the Bank. This represents a considerable decrease in
the Hellenic Republics percentage of direct control of the
Banks issued share capital compared to 12.2% as at
June 9, 2003. It should be noted that on July 15,
2003, the Hellenic Republic repurchased an additional 16,016,749
shares  or 6.3% of the Banks issued share
capital  from Hellenic Finance S.C.A. pursuant
to a put option agreement. The level of state participation in
the Bank on that date stood at 18.5%. In October 2003, the
Hellenic Republic sold through a private placement (via a
bookbuilding process) 28,050,000 NBG shares or 11% of the
Banks share capital.

In addition, certain state-related entities
(including the Postal Savings Bank and the Deposit and Loans
Fund), primarily pension funds (most of whose boards of
directors are appointed by the Hellenic Republic), own shares
representing approximately 19.0% of the issued share capital of
the Bank. See Item 7.A, Major Shareholders and
Related Party Transactions  State
Interestsand Item 10.J, Additional
Information  Relationship with the Hellenic
Republic.

The holdings of the Hellenic Republic and the
state-related entities referred to above are substantial and may
allow the Hellenic Republic to have significant influence over
decisions submitted to a vote of the Banks shareholders.
The Banks Articles of Association do not provide for any
special voting rights to any class of shares or shareholders and
there is no law in Greece that gives control of the Bank to the
Hellenic Republic. However, if there is not a full voting
participation by all of the Banks shareholders at a given
shareholders meeting, the Hellenic Republic and certain
state-related entities with less than a majority of ownership in
the Bank may nevertheless have a voting majority at such
meeting. This would allow them to significantly influence the
election of the Banks governors and other members of the
Board of Directors.

Despite the Hellenic Republics significant
share ownership, we expect that we will be able to continue to
follow our current, commercially-oriented strategy for the
foreseeable future.

Legislation has been passed requiring the
Governor of the Bank to be nominated directly by our Board of
Directors, as opposed to being nominated by the Greek
government, as used to be the case. However, if there is a
change in the government of Greece, we cannot assure you that
members of the Banks current senior management will
continue to serve in their present capacities or that our
commercial initiatives and policies will be continued. For
example, a general election was held in Greece on March 7,
2004, in which Kostas Karamanlis, the leader of the New
Democracy party, was elected Prime Minister, replacing Kostas
Simitis of the Socialist party. Following the elections, the
senior management of the Bank, including the Governor and Deputy
Governors was changed.

Group Initiatives Aimed at Increasing Our
Profitability May Not Be Successful.

In recent years, we have been continuing to
develop and implement initiatives to enhance profitability and
reduce costs. These initiatives include:



| |   |                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | applying a comprehensive cost containment program
    instituted in 2002;                                                                                                                                                   
|
| |  | restructuring the Banks domestic branch
    network to facilitate cross-sales of the Groups products
    and services, such as insurance, brokerage, credit cards and
    mutual funds, through the Banks branch network;
|
| |  | instituting new credit approval and monitoring
    procedures at the Bank to enable the Group to improve its mix of
    assets;                                                                                             

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| |   |                                                                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | improving our mix of assets by gradually
    increasing customer lending to sectors with higher interest
    margins, such as small- and medium-sized enterprises (referred
    to in this Annual Report as SMEs), mortgage and
    consumer loan sectors;
|
| |  | expanding in emerging markets, primarily in the
    southeastern regions of Europe and the Mediterranean, including
    Bulgaria, Romania, Albania, Cyprus, the Former Yugoslav Republic
    of Macedonia, Serbia-Montenegro, Turkey and Egypt;             
|
| |  | upgrading information technology systems;                                                                                                                                                                                                                   
|
| |  | establishing accelerated procedures for
    foreclosing on collateral when loans become non-performing; and                                                                                                                                                 
|
| |  | implementing new systems for effective market
    risk management.                                                                                                                                                                                          

Although we have experienced certain benefits to
date, which management believes are attributable to these
initiatives, we cannot assure you that we will continue to
experience such benefits or will obtain all the intended
benefits of these initiatives. Our strategys success
depends partly on factors outside our control, such as the
development of the Greek economy, political and economic
conditions in emerging markets into which we have expanded and
intend to expand and the performance of the economies of the
other countries that have adopted the euro as their currency.
See Item 4.B, Business Overview  
Strategy.

We Could Have Significant Pension Liabilities
in the Future.

In common with certain large employers in Greece
that are, or were formerly, in the public sector, the Bank and
certain of its subsidiaries operate employee pension funds
rather than participate in standard, state-sponsored social
security programs. Greece has experienced actuarial and even
operating (i.e., cashflow) deficits in many of its national
pension schemes. The Bank makes significant employer
contributions to its various employee pension schemes.

Legislation passed in 1992 provides that certain
Greek companies, including the Bank, are not liable for the
annual operating deficit of their company-specific main pension
funds beyond the amount of 1992 deficits. The Banks Main
Pension Plan had an aggregate GRD 8.6 billion or
25.2 million
deficit in 1992. As a result, under the 1992 legislation, the
Bank will not be responsible for any future operating deficit
over GRD 8.6 billion or
25.2 million
per annum with respect to its Main Pension Plan (after possible
further readjustment on the basis of the consumer price index).
In addition, the Bank and several of its subsidiaries offer
certain other post-retirement benefit plans, including medical
benefit plans. Actuarial studies show that many of these plans
could have an operating deficit in the future, although the Bank
believes it has no current legal obligation to make up such
deficits. Under the provisions of Greek Law 3029/2002, the
Hellenic Republic has undertaken to fund the deficits of plans
that operate in the form of public law entities, including the
Banks Main Pension Plan. However, there can be no
assurance that further reforms will not be effected, or that
future changes to the law will not require the Bank or certain
subsidiaries to make higher contributions or provide funds to
cover current or future operating deficits of the various
pension plans above existing limits. See Note 37 to the
U.S. GAAP Financial Statements included in this Annual
Report.

We Face Significant Competition from Greek and
Foreign Banks.

The Group faces significant competition from
Greek banks and financial services companies that provide
products and services similar to our own. Deregulation in the
Greek banking sector has led to increased competition and
significant pressure on interest rate margins. A recent trend
towards consolidation among Greek banks has also led to
increased competition resulting from the increased efficiency
and greater resources of such merged entities. We now also face
competition from foreign banks, many of which have resources
significantly greater than our own. Notwithstanding our leading
position in Greece, we cannot assure you that we will be able to
continue to compete successfully with domestic and international
banks in the future.

The introduction of the single European currency
in Greece in 2001, and the subsequent circulation of euro notes
and coins from January 1, 2002, has removed a barrier to
entry by other European banks and financial

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service providers in the Greek market and,
therefore, may expose the Group, together with other Greek
banks, to increased competition. Foreign banks may offer more
competitive deposit and lending rates than those traditionally
offered by the Group. To compete with foreign banks for certain
deposit and loan customers, the Bank may experience commercial
pressure to offer more attractive deposit and lending rates
which may have a negative effect on our profits. It is possible
that increased competition from foreign banks may have a
material adverse effect on our financial condition and results
of operations.


Our Ability to Reduce Staff is
Limited.

Part of our strategy is to increase profitability
by making our operations more efficient. Our ability to reduce
staff, in order to improve efficiency and reduce our cost base
is limited by:



| |   |                                                                             
| | - | ----------------------------------------------------------------------------
| |  | Greek labor laws;                                                           
|
| |  | our long-standing practice of dismissing
    employees only for cause; and
|
| |  | our desire to maintain good relations with our
    employees.               

As a result, we have depended, and will continue
to depend, on hiring restrictions and attrition to achieve staff
reductions. In 2003, the Bank made a total of 220 new hirings.
During the year, 296 individuals retired from the Bank. As a
result, the total staff of the Bank was reduced by 76 employees
(or 0.5% of the Banks staff). Staff in our international
subsidiaries was increased by 693 employees during 2003,
attributable principally to the acquisition of Banca Romaneasca.
We cannot assure you that we will be able to reduce our staff to
levels that will contribute to improved profitability.

We Have No Formal Contracts with Senior
Management.

The Bank and most of its subsidiaries do not have
formal contracts with certain members of their senior
management, including the Governor and the Deputy Governors of
the Bank (who are elected as directors at the Banks annual
shareholders meeting for a three-year term). The Hellenic
Republic, as our dominant shareholder, has the power to
significantly influence the election of members of the Board.
The salaries of the Governor and the Deputy Governors of the
Bank are subject to approval at each annual shareholders
meeting. Other than salary, all other terms of employment are
provided for by Greek law. In particular, senior management of
the Bank has no obligation to provide their services for a fixed
term. Nothing prevents them from moving to a competing bank or
financial services company on short notice. Our business could
suffer from the loss of certain key senior managers.

Our Delinquent Loans in Greece Are Not
Considered Non-Performing Until Later Than Would Be the Case in
the United States.

Until January 1, 2002, the Bank ceased to
accrue interest on residential mortgages in Greece when they
were delinquent for 360 days. This period was reduced to
180 days following new rules enacted by Greek Law 2937/2001
that took effect from that date. In respect of commercial loans
in Greece, we cease to accrue interest on such loans when they
are delinquent for 180 days, and on consumer and credit
card loans, when they are delinquent for 100 days (i.e.
90 days plus a 10-day grace period). In each case, this is
longer than would be the case if such loans were extended in the
United States where loans are generally considered
non-performing if they are delinquent for 90 days.

Non-performing loans have had a negative
impact on our operations and may continue to do so.

Non-performing loans continue to negatively
impact our operating results, as they have in the past.
Non-performing loans represented approximately 6.0% of our total
loan portfolio as at December 31, 2003. Our level

12



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of non-performing loans is significantly higher
than that of many other banks in the EU. Key factors that have
historically contributed to our high level of non-performing
loans include:




| |   |                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------
| |  | recession in the Greek economy, which affected
    many borrowers in the late 1980s and early 1990s;
|
| |  | government influence over lending policies,
    including:                                          



| |   |                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------
| |  | government and central bank regulations requiring
    lending to specific sectors of the economy;                               
|
| |  | requirements that the Bank extend loans to
    troubled companies considered to be important to the Greek
    national interest;



| |   |                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------
| |  | over-reliance on borrowers collateral,
    rather than cash flows, as a measure of creditworthiness for
    approving and monitoring loans; and
|
| |  | inadequate procedures for monitoring troubled
    loans.                                                                                        

Also, as a result of certain tax and legal
considerations, non-performing loans have tended to remain on
our balance sheet significantly longer than for other banks in
the EU.

To improve the overall quality of our loan
portfolio, we have enhanced our methods of providing for losses
inherent in our portfolio and increased the level of write-offs
we take for non-performing loans. We began gradually introducing
revised credit approval and monitoring procedures in 1998 to
help improve the quality of our loan assets and mitigate against
future non-performing loans. These new procedures focus on the
borrowers cash flow and ability to repay. However, we
cannot assure you that these credit approval and monitoring
procedures will reduce the amount of loans that become
non-performing in the future, or that these future
non-performing loans will not have a material negative impact on
our operating results in future periods. In addition, a downturn
in the global economy is outside our control and would likely
result in a higher proportion of non-performing loans. See
Item 4.E, Selected Statistical Data 
Credit Quality  Non-Performing Loans, Loan Loss
Provisions and Loan Loss Experience.

Political and economic developments in Greece
and abroad could adversely affect our operations.

Our financial condition, results of operations
and prospects as well as the market price and liquidity of the
Banks shares may be adversely affected by events outside
our control, namely:



| |   |                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------
| |  | changes in Greek government policy;                                                                      
|
| |  | EU Directives in the banking sector and other
    areas;                                                 
|
| |  | political instability or military action
    affecting Europe and/or other areas abroad; and             
|
| |  | taxation and other political, economic or social
    developments in or affecting Greece and the Balkans.

It is possible that events affecting us,
especially in the various regions in which we operate or have
significant investments, could occur, which are outside the
control even of the Hellenic Republic. For example, our
operations in the Former Yugoslav Republic of Macedonia continue
to be adversely affected by the political instability in the
region and the resulting economic downturn. As at
December 31, 2003, 53.7% of our loan portfolio in the
Former Yugoslav Republic of Macedonia, virtually all of which is
held by Stopanska Banka, our subsidiary in that country, is
classified as non-performing and we have made provisions for
approximately 39.9% of the total portfolio of Stopanska Banka.
We cannot assure you that the percentage of non-performing loans
in the jurisdictions, in which we operate including the Former
Yugoslav Republic of Macedonia, will not increase or that we
will not be required to take further provisions for such loans
in the future. In addition, the Romanian economy, where our new
subsidiary bank, Banca Romaneasca, operates, continues to show
the characteristics of a developing economy. Such
characteristics include, among others, a national currency not
freely convertible outside the country, reduced liquidity of
public and private debt and capital, as well as a high inflation
rate. Moreover, the banking industry in Romania is highly
influenced by adverse fluctuations of the exchange rate of the
ROL against other currencies and the economic conditions. The
need for more comprehensive legislation regarding bankruptcy and
collateral registration and enforcement, as well as other
legislative or fiscal impediments, increase the difficulties
with which the Romanian Banks are confronted. Our projections
regarding the

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stability of the Romanian economy mainly depend
on the success of the measures taken by the Romanian Government,
in this respect.


Moreover, we cannot assure you that other such
events and forces outside of our control in the jurisdictions in
which we operate and/or invest will not similarly have a
negative effect on our financial condition or results of
operations.

Changes in Greek legislation may have a
negative effect on our financial condition or results of
operations.

Our financial condition or results of operations
may be adversely affected by changes in the legal framework
under which the Greek banking industry operates. The Greek
government considers amending the existing legislation and
restricting retroactively the compound interest charged on sums
overdue to banks operating in Greece. The Banks financial
results may be negatively impacted should this law be enacted.

Exchange rate fluctuations could have a
significant impact on the value of our shares.

The market price of the Banks shares traded
on the Athens Exchange (which is referred to in this Annual
Report as the ATHEX) is denominated in euro.
Fluctuations in the exchange rate between the euro and other
currencies may affect the value of the Banks shares or
ADRs in the local currency of investors in the United States and
other countries that have not adopted the euro as their
currency. For example, although the Banks ADRs are traded
in U.S. dollars, the underlying shares are traded in euro
and exchange rate fluctuations between the euro and the
U.S. dollar may affect the trading price of the Banks
ADRs. Additionally, cash dividends on the Banks shares are
paid in euro and, therefore, are subject to exchange rate
fluctuations when converted to an investors local
currency, including U.S. dollars.

The euros value against the
U.S. dollar increased by approximately 8.3% between its
inception on January 1, 1999 and December 31, 2003.
Subsequently, the euro has depreciated against the
U.S. dollar by approximately 6.5% to May 11, 2004.
Weakness or volatility of the euro against other currencies,
such as the U.S. dollar, could have a significant impact on
the value of the Banks shares.

The ATHEX is less liquid than other major
exchanges.

The principal trading market for the Banks
shares is the ATHEX. The ATHEX is less liquid than major markets
in Western Europe and the United States. As a result,
shareholders may have difficulty assessing the past performance
of the shares based on the Banks prior trading record on
the ATHEX. In 2003, average daily trading value on the ATHEX was
approximately
141 million,
while in the first three months of 2004 it was approximately
181 million.

As at December 31, 2003, the aggregate
market value of all shares listed on the ATHEX was approximately
84.5 billion.
The market value of the Banks shares listed on the ATHEX
on that date was
5.3 billion,
representing approximately 6.3% of the capitalization of all
companies listed on the ATHEX. We cannot make assurances about
the future liquidity of the market for the Banks shares.

Our share price has been, and may continue to
be, volatile.

The market price of the Banks shares has
been subject to volatility in the past, and could be subject to
wide fluctuations in response to numerous factors, many of which
are beyond our control. These factors include the following:



| |   |                                                                                                                                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------
| |  | actual or anticipated fluctuations in our
    operating results;                                                                                 
|
| |  | the condition of the Greek economy and the
    economies of the other countries that have adopted the euro as
    their currency pursuant to EMU;
|
| |  | potential or actual sale of large numbers of the
    Banks shares into the market including by the Hellenic
    Republic;                       

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| |   |                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------
| |  | our competitors positions in the market;                                                                                    
|
| |  | changes in financial estimates by securities
    analysts;                                                                   
|
| |  | conditions and trends in the banking sector in
    Greece and elsewhere in Europe;                                           
|
| |  | our earnings releases and the earnings releases
    of our competitors; and                                                  
|
| |  | the general state of the securities markets (with
    particular emphasis on their Greek and financial services
    sectors).

The Greek stock market in general has been quite
volatile. For example, during the period from January 1,
2003, through December 31, 2003, the ATHEX Composite Index
increased by 29.5%. Additionally, during the period from
January 1, 2004 to May 31, 2004, the same index
increased by 7.1%. Investors may not be able to trade large
amounts of shares during or following periods of volatility.

Regulation of the Greek banking industry is
changing.

Regulation of the banking industry in Greece has
changed in recent years pursuant to changes in Greek law,
largely to comply with applicable EU directives. In addition,
the Bank of Greece, the central bank in Greece, has in recent
years introduced regulatory changes in the Greek banking sector.
In January 1999, the Bank of Greece introduced new provisioning
policies that require Greek banks to make specific provisions
depending on the status and the type of a given loan and the
number of days the loan has been in arrears. These provisioning
policies were amended in January 2003 and generally require,
with effect from June 2003, Greek banks, including the Bank, to
increase their provisions for capital adequacy purposes. We
cannot predict what regulatory changes may be imposed in the
future, either as a result of regulatory initiatives in the
European Union or by the Bank of Greece. If we are required to
make additional provisions or increase our reserves, as may
result from the proposed New Basle Capital Accord (discussed
below) and other potential regulatory changes, this could
adversely affect our results of operations.

We may incur costs as a result of our
transition from Greek GAAP to International Financial Reporting
Standards.

Law 2992/2002, enacted in March 2002, requires
Greek companies that are listed on the ATHEX, such as NBG, to
prepare financial statements in accordance with International
Financial Reporting Standards (also known as IFRS).
This requirement will take effect from January 1, 2005,
according to law 3229/2004. Historically, the Bank has recorded
its internal accounts and principal financial statements and
submitted its Greek statutory reports in accordance with
Greek GAAP. It is anticipated that the transition from
Greek GAAP to IFRS will require us to incur certain one-off
costs in connection with internal accounting system changes and
retraining of the Banks accounting and auditing personnel.

Our capital adequacy requirements may change
as a result of the New Basle Capital Accord.

In 1988, the Basle Committee on Banking
Supervision adopted capital guidelines (which are referred to in
this Annual Report as the Basle guidelines) based on
the relationship between a banks capital and its credit
risks. The Basle guidelines have been implemented by banking
regulators in most industrialized countries, including the
Hellenic Republic. The Basle guidelines are intended to
strengthen the soundness of the international banking system and
reduce competitive inequality among international banks by
harmonizing the definition of capital and the basis for the
evaluation of asset risks and by establishing a uniform target
capital adequacy ratio of capital to risk-weighted assets.

In 1996, the Basle Committee amended the 1988
Basle guidelines in order to address market risk, such as
foreign exchange and interest rate exposures. In April 2003, the
Basle Committee released its third consultative paper on the new
capital adequacy standards in order to overhaul the existing
regime, contemplating a New Basle Capital Accord.
The New Basle Capital Accord proposals currently include diverse
methodologies for the calculation of capital requirements in
respect of credit risk and the newly introduced operational risk
(the risk of loss resulting from inadequate or failed internal
processes, people and systems, or from external events). The New

15



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Basle Capital Accord is currently expected to be
finalized by the Basle Committee by the end of 2004 and to
become effective in the various countries that participate in
the Basle Committee at the end of 2006. If New Basle Capital
Accord proposals are fully adopted by the European Union, the
Bank may be required by its regulators to maintain higher levels
of capital, which could decrease our operational flexibility and
may increase our financing costs. Consequently, we cannot assure
you that the New Basle Capital Accord will not have a material
adverse effect on our financial condition or results of
operations in the future.


Preemptive rights may not be available to
U.S. holders of shares or ADRs.

Under Greek law and our Articles of Association,
prior to the issuance of any new shares, we must offer holders
of our existing shares preemptive rights to subscribe and pay
for a sufficient number of shares to maintain their existing
ownership percentages. These preemptive rights are generally
transferrable during the subscription period for the related
offering and may be quoted on the ATHEX.

U.S. holders of shares or ADRs may not be
able to receive (and trade) or exercise preemptive rights for
new shares or for shares underlying ADRs unless a registration
statement under the U.S. Securities Act of 1933, as amended
(which is referred to in this Annual Report as the
Securities Act) is effective with respect to such
rights or an exemption from the registration requirements of the
Securities Act is available. Our decision to file a registration
statement with respect to these shares or ADRs will depend on
the costs and potential liabilities associated with any such
registration statement, as well as the perceived benefits of
enabling U.S. holders of shares and ADRs to exercise their
preemptive rights and any other factors we may consider
appropriate at the time.

If U.S. holders of shares or ADRs are not
able to receive (and trade) or exercise preemptive rights
granted in respect of their shares or the shares represented by
their ADRs in any rights offering by us then they might not
receive the economic benefit of such rights. In addition, their
proportional ownership interests in NBG will be diluted.




ITEM 4     INFORMATION
ON THE COMPANY

A.  History and Development of the
Company

National Bank of Greece S.A. was founded in 1841
and incorporated as a société anonyme pursuant
to Greek law as published in the Greek Government Gazette number
six on March 30, 1841. Its current corporate form will
expire on February 27, 2053 but may be further extended by
a resolution of the General Meeting of Shareholders. The Bank is
incorporated and domiciled in Greece and has been listed on the
ATHEX since 1880. The Banks headquarters and its
registered office are located at 86 Eolou Street, 10232 Athens,
Greece. The telephone number of the Bank is 011-30-210-334-1000.
The Banks agent for service in the United States is Thomas
OBrien at Atlantic Bank of New York, 960 Avenue of
the Americas, New York, NY 10001.

In its 163 years of operations, the Bank has
expanded on its commercial banking business by entering into
related business areas. That expansion has produced the large,
diversified financial services group that today comprises the
NBG Group. As part of its diversification, the Bank founded the
Ethniki Hellenic General Insurance Company in 1891 and National
Mortgage Bank of Greece S.A. (NMB) in 1927. For a
significant period, the Bank, in addition to its commercial
banking activities, was responsible for issuing currency in
Greece, until the establishment in 1927 of the Bank of Greece as
the central bank. The Bank expanded its business further when,
in 1953, it merged with Bank of Athens S.A. pursuant to a royal
decree. On October 2, 1998, the Group merged NMB into the
Bank to enhance revenue generation, realize cost-saving
efficiencies and provide more integrated mortgage lending
services to the Banks customers.

Until the second half of the 1980s, the Greek
banking sector was highly regulated. During that period, banks
in Greece were obligated by the Hellenic Republic to invest
approximately 40% of their drachma deposits in low-yielding
Greek treasury bills and observe substantial restrictions on
foreign exchange activities. Moreover, the Bank of Greece
established more favorable interest rates for certain borrowers
as a means of promoting the Hellenic Republics industrial
and economic development policies. At the same time the Hellenic
Republic

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encouraged state-controlled banks, such as the
Bank, to adopt lending procedures to further support its
economic development policies.


Regulatory reform in the Greek banking sector was
introduced between 1985 and 1987, which began a process of
significant liberalization. This process continued due to the
implementation of EU directives in the early 1990s, which
further deregulated the domestic financial markets. These
changes permitted a significant expansion of business activities
into new sectors, such as capital markets, asset management,
consumer lending and mortgage lending while introducing
increased competition for the Bank from other domestic and
foreign private banks.

We have adapted in response to these new business
opportunities and challenges, and have become more commercially
oriented. Since early 1996, our management has been
substantially restructured in order to improve our
competitiveness. We now operate independently from the Hellenic
Republic and base our business decisions on commercial criteria,
despite significant direct and indirect holdings by the Hellenic
Republic.

In keeping with our strategy of expanding our
presence in the Balkans, we acquired Banca Romaneasca in Romania
in October 2003. This acquisition follows on the expansion of
our banking activities in the Balkans through the acquisitions
in 2000 of Stopanska Banka a.d. (which we refer to in this
Annual Report as Stopanska Banka) in the Former
Yugoslav Republic of Macedonia and United Bulgarian Bank (also
referred to in this Annual Report as UBB) in
Bulgaria.

We have also expanded our operations in the
United States through several selective acquisitions. In
November 2003, we acquired the New York branch of Allied Irish
Bank, which specializes in retail banking, for
US$14.3 million. In May 2002, we acquired, for
US$67.3 million, Yonkers Financial Corp., which specializes
in retail banking and mortgage loans, with nine branches in New
York State. These acquisitions were made through Atlantic Bank
of New York. Atlantic Bank of New York anticipates that these
acquisitions will enable it to expand its customer base and
enhance its services to small- and medium-sized enterprises
(SMEs). These acquisitions follow on the expansion
of our brokerage and asset management activities in the United
States through the acquisitions in 2000 of Newbrook Securities,
Inc., a U.S. registered broker-dealer, and Newbrook Capital
Management, Inc., an asset management company, which
subsequently were renamed NBGI Securities, Inc. and NBGI Asset
Management, Inc., respectively, to reflect their affiliation
with the NBG Group.

Although we intend to expand principally through
organic growth, we expect nevertheless to continue to evaluate
acquisition, joint venture and partnership opportunities as they
may arise. We continue to believe in the importance of creating
a strong domestic financial institution with a strong European
strategy, endowed with the appropriate management, capital,
procedural soundness and well-developed infrastructure to
fulfill its mission.

The table below sets out the Banks
principal items of capital expenditure for 2001, 2002 and 2003.

|                                                          |  |                         |         |      |  |      |         |     |  |  |         |    
|--------------------------------------------------------- |  | ----------------------- | ------- | ---- |  | ---- | ------- | --- |  |  | ------- | ---
|                                                          |  |                        
|                                                          |  | Year ended December 31,
|                                                          |  |                        
|Type of Capital Expenditure                               |  | 2001                    |         | 2002 |  | 2003
|                                                          |  |                         |         |      |  |     
|                                                          |  |                        
|                                                          |  | (EUR in thousands)     
|Interests in other companies                              |  |                         | 3,868   |      |  |      | 28,198  | (1) |  |  | 61,380  | (3)
|Information technology and other electronic
    equipment |  |                         | 56,299  |      |  |      | 25,263  |     |  |  | 18,731  |    
|Furniture, fixtures and fittings                          |  |                         | 9,001   |      |  |      | 3,817   |     |  |  | 3,626   |    
|Other capital expenditures                                |  |                         | 45,899  | (2)  |  |      | 53,137  |     |  |  | 92,109  |    
|                                                          |  |                         |         |      |  |      |         |     |  |  |         |    
|Total                                                     |  |                         | 115,067 |      |  |      | 110,415 |     |  |  | 175,846 |    
|                                                          |  |                         |         |      |  |      |         |     |  |  |         |    






|    |                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Principally representing participations in share
    capital increases.                                                                                                                                                      
|   
|(2) | Approximately
    9.7 million
    of other capital expenditures in 2001 are attributable to the
    construction of an annex to the Banks headquarters in
    Athens. See Property, Plants and Equipment in
    Item 4.D.
|   
|(3) | Principally representing the acquisition of Banca
    Romaneasca and Hellenic Exchanges Holdings SA (HELEX).                                                                                                                 

With the exception of our acquisitions of NBGI
Securities, Inc. and NBGI Asset Management, Inc. (formerly
Newbrook Securities, Inc. and Newbrook Capital Management, Inc.,
respectively) in January 2000, Stopanska Banka in April 2000,
UBB in July 2000, Yonkers Financial Corporation in May 2002 and
Romaneasca

17



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##### Table of Contents



in October 2003, all of our principal capital
expenditures during the past three financial years were, and
those budgeted for 2004 are, domestic in nature.


In 2003, in connection with the privatization of
HELEX (following Decision 27/2003 of the Interministerial
Privatization Committee), NBG acquired from the Hellenic
Government 6,871,990 HELEX shares at a value of
3.75 per share,
while undertaking: i) to allocate, via a public offering,
6,120,734 shares to the other shareholders of HELEX at the
price of acquisition (completed on September 17, 2003),
and, ii) to retain 90% of its total holding in the
companys share capital for the first two years.

No third-party financing was, or is expected to
be, required in relation to these acquisitions or any of our
other capital expenditures.

Also, as part of a strategy to streamline our
operations, we started significant disposals of non-core assets
in 1996. We intend to continue to divest non-core equity
investments and real estate that are unrelated to our principal
financial services businesses, and to commit the released
resources to more profitable activities. As part of our program
of disposing of non-core assets, we have already made
significant domestic divestitures, as summarized by the table
below.

|                    |  |                                       |  |                   |       |      |  |      |      |      |  |      |       |  |  |  |      |  |  |  |      | 
|------------------- |  | ------------------------------------- |  | ----------------- | ----- | ---- |  | ---- | ---- | ---- |  | ---- | ----- |  |  |  | ---- |  |  |  | ---- | 
|                    |  |                                       |  |                  
|                    |  |                                       |  | Amount           
|                    |  |                                       |  |                  
|Type of Divestiture |  | Group Companies                       |  | 1999              |       | 2000 |  | 2001 |      | 2002 |  | 2003
|                    |  |                                       |  |                   |       |      |  |      |      |      |  |     
|                    |  |                                       |  |                  
|                    |  |                                       |  | (EUR in millions)
|Investments(1)      |  | The Bank, ETEBA and Ethniki Kefalaiou |  |                   | 308.1 |      |  |      | 66.3 |      |  |      | 12.0  |  |  |  |     |  |  |  | 32.4 | 
|Real Estate(2)      |  | The Bank and Ethniki Kefalaiou        |  |                   | 67.5  |      |  |      | 56.3 |      |  |      | 104.5 |  |  |  | 45.0 |  |  |  | 46.1 | 






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Disposals exceeding
    3 million
    were in the following sectors: hotels and cement in 1999 and
    real estate and hotels in 2000 and 2001. Limited disposals of
    non-core equity investments were made in 2001 and none in 2002,
    due to adverse market conditions. In 2003, disposals exceeding
    9 million
    were made in the cement, metallurgical and real estate sector
    while approximately
    23 million
    represented the disposal of part of our equity investment in
    HELEX.
|   
|(2) | Represents intensified efforts to divest property
    that was acquired by the Bank primarily through foreclosure
    proceedings.                                                                                                                                                                                                                                                                                                                                                                               

No public takeover offers for our shares have
been made by third parties during the 2003 financial year or the
current financial year, as at the date of this Annual Report.

B.  Business Overview

Introduction

The NBG Group is the largest financial group in
Greece in terms of assets, loans and deposits. We also have an
international presence, with operations in 17 countries
outside Greece on four continents. We offer our customers a wide
range of integrated financial services, including:



| |   |                                                                                
| | - | -------------------------------------------------------------------------------
| |  | commercial and retail banking services;                                        
|
| |  | mortgage lending;                                                              
|
| |  | investment banking, capital markets, venture
    capital and advisory services;
|
| |  | asset management; and                                                          
|
| |  | insurance.                                                                     

The Bank is the principal operating company in
the Group, representing 86.0% of our total assets as at
December 31, 2003.

The Banks deposits and other liabilities to
customers and financial institutions, as measured under
U.S. GAAP, represent 85.4% of our total liabilities as at
December 31, 2003. While the Bank conducts most of our
banking activities, it is supported by seven overseas banking
subsidiaries: Atlantic bank of New York, South African bank of
Athens, NBG Canada, NBG Cyprus Ltd., Stopanska Banka ad Skopje,
United Bulgarian Bank AD and Banca Romaneasca SA. While
intending to continue to enhance our profile in southeastern
Europe, particularly in the Balkans, we have in recent years
expanded our presence in the United States as well. For

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##### Table of Contents



example, we acquired Yonkers Financial
Corporation, a NASDAQ-listed retail and mortgage lending bank
with nine branches in New York State, in May 2002, and also
acquired and integrated the retail business New York branch of
Allied Irish Bank, in November 2003, both through Atlantic Bank
of New York, a subsidiary of the Bank.


The following table summarizes our relative
assets, revenues, net income before tax, income tax expense and
depreciation and amortization expense under U.S. GAAP
attributable to our banking and other operations, showing the
relative contributions of Greek and foreign activities. Our
business and revenues are not materially affected by seasonal
variations.

|                                    |  |            |            |     |  |            |       |     |  |            |           |     |  |            |       |     |  |            |           |     |  |            |       |            |  |              |           |     |  |  |       |   |  |  |           |  |  |  |       |  |  |  |          |   |  |  |          |   |  |  |         |  |  |  |       | 
|----------------------------------- |  | ---------- | ---------- | --- |  | ---------- | ----- | --- |  | ---------- | --------- | --- |  | ---------- | ----- | --- |  | ---------- | --------- | --- |  | ---------- | ----- | ---------- |  | ------------ | --------- | --- |  |  | ----- | - |  |  | --------- |  |  |  | ----- |  |  |  | -------- | - |  |  | -------- | - |  |  | ------- |  |  |  | ----- | 
|                                    |  |            |            |     |  |            |       |     |  |            |           |     |  |            |       |     |  |            |           |     |  | Net        |       |            |  |              |           |    
|                                    |  |            |            |     |  |            |       |     |  |            |           |     |  |            |       |     |  |            |           |     |  | income     |       | Income     |  | Depreciation |           |    
|                                    |  |            |            |     |  |            |       |     |  |            |           |     |  | Non        |       |     |  | Non        |           |     |  | before     |       | tax        |  | and          |           |    
|                                    |  | Total      |            |     |  | Interest   |       |     |  | Interest   |           |     |  | interest   |       |     |  | interest   |           |     |  | taxes and  |       | (expense)/ |  | amortization |           |    
|                                    |  | Assets     |            | (%) |  | income     |       | (%) |  | expense    |           | (%) |  | income     |       | (%) |  | expense    |           | (%) |  | minority   |       | benefit    |  | expense      |           | (%)
|                                    |  |            |            |     |  |            |       |     |  |            |           |     |  |            |       |     |  |            |           |     |  |            |       |            |  |              |           |    
|                                    |  | (EUR in    |            |     |  | (EUR in    |       |     |  | (EUR in    |           |     |  | (EUR in    |       |     |  | (EUR in    |           |     |  | (EUR in    |       | (EUR in    |  | (EUR in      |           |    
|                                    |  | thousands) |            |     |  | thousands) |       |     |  | thousands) |           |     |  | thousands) |       |     |  | thousands) |           |     |  | thousands) |       | thousands) |  | thousands)   |           |    
|December 31, 2001                   |  |            |            |     |  |            |       |     |  |            |           |     |  |            |       |     |  |            |           |     |  |            |       |            |  |              |           |     |  |  |       |   |  |  |           |  |  |  |       |  |  |  |          |   |  |  |          |   |  |  |         |  |  |  |       | 
|Banking  Greek                     |  |            | 40,587,075 |     |  |            | 73.9  |     |  |            | 1,872,695 |     |  |            | 71.4  |     |  |            | 1,095,927 |     |  |            | 78.7  |            |  |              | 287,290   |     |  |  | 27.2  |   |  |  | 925,295   |  |  |  | 48.7  |  |  |  | 138,667  |   |  |  | (97,350  | ) |  |  | 85,250  |  |  |  | 65.3  | 
|Banking  Foreign                   |  |            | 11,188,800 |     |  |            | 20.4  |     |  |            | 636,548   |     |  |            | 24.3  |     |  |            | 271,415   |     |  |            | 19.5  |            |  |              | 84,920    |     |  |  | 8.0   |   |  |  | 238,685   |  |  |  | 12.5  |  |  |  | 151,492  |   |  |  | (5,834   | ) |  |  | 22,811  |  |  |  | 17.5  | 
|Investment Banking                  |  |            | 1,334,797  |     |  |            | 2.4   |     |  |            | 54,411    |     |  |            | 2.1   |     |  |            | 25,581    |     |  |            | 1.8   |            |  |              | 60,895    |     |  |  | 5.8   |   |  |  | 41,213    |  |  |  | 2.2   |  |  |  | 25,506   |   |  |  | (3,715   | ) |  |  | 6,339   |  |  |  | 4.9   | 
|Global Investment & Private Banking |  |            | 59,234     |     |  |            | 0.1   |     |  |            | 1,287     |     |  |            | 0.0   |     |  |            |          |     |  |            | 0.0   |            |  |              | 31,068    |     |  |  | 2.9   |   |  |  | 5,817     |  |  |  | 0.3   |  |  |  | 26,539   |   |  |  | (1,752   | ) |  |  | 610     |  |  |  | 0.5   | 
|Investment Activities               |  |            | 272,440    |     |  |            | 0.5   |     |  |            | 7,922     |     |  |            | 0.3   |     |  |            | 1         |     |  |            | 0.0   |            |  |              | (112,855  | )   |  |  | (10.7 | ) |  |  | 13,068    |  |  |  | 0.7   |  |  |  | (118,762 | ) |  |  | 3,249    |   |  |  | 1,955   |  |  |  | 1.5   | 
|Insurance                           |  |            | 1,141,350  |     |  |            | 2.1   |     |  |            | 41,538    |     |  |            | 1.6   |     |  |            |          |     |  |            | 0.0   |            |  |              | 573,754   |     |  |  | 54.4  |   |  |  | 623,786   |  |  |  | 32.8  |  |  |  | (8,021   | ) |  |  | 3,319    |   |  |  | 4,945   |  |  |  | 3.8   | 
|Other  Greek(1)                    |  |            | 339,343    |     |  |            | 0.6   |     |  |            | 5,469     |     |  |            | 0.2   |     |  |            | 42        |     |  |            | 0.0   |            |  |              | 131,478   |     |  |  | 12.4  |   |  |  | 54,095    |  |  |  | 2.8   |  |  |  | (4,719   | ) |  |  | (13,004  | ) |  |  | 8,505   |  |  |  | 6.5   | 
|Other  Foreign                     |  |            | 17,626     |     |  |            | 0.0   |     |  |            | 1,440     |     |  |            | 0.1   |     |  |            | 147       |     |  |            | 0.0   |            |  |              | 424       |     |  |  | 0.0   |   |  |  | 672       |  |  |  | 0.0   |  |  |  | 1,052    |   |  |  |         |   |  |  | 62      |  |  |  | 0.0   | 
|                                    |  |            |            |     |  |            |       |     |  |            |           |     |  |            |       |     |  |            |           |     |  |            |       |            |  |              |           |     |  |  |       |   |  |  |           |  |  |  |       |  |  |  |          |   |  |  |          |   |  |  |         |  |  |  |       | 
|Total                               |  |            | 54,940,665 |     |  |            | 100.0 |     |  |            | 2,621,310 |     |  |            | 100.0 |     |  |            | 1,393,113 |     |  |            | 100.0 |            |  |              | 1,056,974 |     |  |  | 100.0 |   |  |  | 1,902,631 |  |  |  | 100.0 |  |  |  | 211,754  |   |  |  | (115,087 | ) |  |  | 130,477 |  |  |  | 100.0 | 
|                                    |  |            |            |     |  |            |       |     |  |            |           |     |  |            |       |     |  |            |           |     |  |            |       |            |  |              |           |     |  |  |       |   |  |  |           |  |  |  |       |  |  |  |          |   |  |  |          |   |  |  |         |  |  |  |       | 
|December 31, 2002                   |  |            |            |     |  |            |       |     |  |            |           |     |  |            |       |     |  |            |           |     |  |            |       |            |  |              |           |     |  |  |       |   |  |  |           |  |  |  |       |  |  |  |          |   |  |  |          |   |  |  |         |  |  |  |       | 
|Banking  Greek                     |  |            | 42,387,350 |     |  |            | 76.7  |     |  |            | 1,688,403 |     |  |            | 69.8  |     |  |            | 790,282   |     |  |            | 67.2  |            |  |              | 125,923   |     |  |  | 13.0  |   |  |  | 1,053,779 |  |  |  | 50.6  |  |  |  | (145,102 | ) |  |  | 19,206   |   |  |  | 83,466  |  |  |  | 68.3  | 
|Banking  Foreign                   |  |            | 10,646,071 |     |  |            | 19.3  |     |  |            | 663,546   |     |  |            | 27.5  |     |  |            | 369,592   |     |  |            | 31.5  |            |  |              | 115,660   |     |  |  | 12.0  |   |  |  | 211,758   |  |  |  | 10.2  |  |  |  | 171,163  |   |  |  | (22,207  | ) |  |  | 21,513  |  |  |  | 17.6  | 
|Investment Banking                  |  |            | 441,695    |     |  |            | 0.8   |     |  |            | 16,172    |     |  |            | 0.7   |     |  |            | 15,029    |     |  |            | 1.3   |            |  |              | 39,152    |     |  |  | 4.1   |   |  |  | 15,779    |  |  |  | 0.8   |  |  |  | 24,516   |   |  |  | (1,437   | ) |  |  | 927     |  |  |  | 0.8   | 
|Global Investment & Private Banking |  |            | 72,356     |     |  |            | 0.1   |     |  |            | 391       |     |  |            | 0.0   |     |  |            |          |     |  |            | 0.0   |            |  |              | 22,106    |     |  |  | 2.3   |   |  |  | 5,176     |  |  |  | 0.2   |  |  |  | 17,321   |   |  |  | (904     | ) |  |  | 137     |  |  |  | 0.1   | 
|Investment Activities               |  |            | 187,153    |     |  |            | 0.3   |     |  |            | 6,287     |     |  |            | 0.3   |     |  |            | 61        |     |  |            | 0.0   |            |  |              | (55,117   | )   |  |  | (5.7  | ) |  |  | 18,912    |  |  |  | 0.9   |  |  |  | (67,803  | ) |  |  | (5,121   | ) |  |  | 5,826   |  |  |  | 4.8   | 
|Insurance                           |  |            | 1,054,717  |     |  |            | 1.9   |     |  |            | 31,201    |     |  |            | 1.3   |     |  |            |          |     |  |            | 0.0   |            |  |              | 663,617   |     |  |  | 68.7  |   |  |  | 717,423   |  |  |  | 34.5  |  |  |  | (22,605  | ) |  |  | 2,083    |   |  |  | 6,046   |  |  |  | 4.9   | 
|Other  Greek(1)                    |  |            | 425,470    |     |  |            | 0.8   |     |  |            | 8,254     |     |  |            | 0.3   |     |  |            | 28        |     |  |            | 0.0   |            |  |              | 53,422    |     |  |  | 5.5   |   |  |  | 58,461    |  |  |  | 2.8   |  |  |  | 1,976    |   |  |  | (6,867   | ) |  |  | 4,277   |  |  |  | 3.5   | 
|Other  Foreign                     |  |            | 31,405     |     |  |            | 0.1   |     |  |            | 2,444     |     |  |            | 0.1   |     |  |            | 31        |     |  |            | 0.0   |            |  |              | 509       |     |  |  | 0.1   |   |  |  | 894       |  |  |  | 0.0   |  |  |  | 1,908    |   |  |  | 210      |   |  |  | 86      |  |  |  | 0.0   | 
|                                    |  |            |            |     |  |            |       |     |  |            |           |     |  |            |       |     |  |            |           |     |  |            |       |            |  |              |           |     |  |  |       |   |  |  |           |  |  |  |       |  |  |  |          |   |  |  |          |   |  |  |         |  |  |  |       | 
|Total                               |  |            | 55,246,217 |     |  |            | 100.0 |     |  |            | 2,416,698 |     |  |            | 100.0 |     |  |            | 1,175,023 |     |  |            | 100.0 |            |  |              | 965,272   |     |  |  | 100.0 |   |  |  | 2,082,182 |  |  |  | 100.0 |  |  |  | (18,626  | ) |  |  | (15,037  | ) |  |  | 122,278 |  |  |  | 100.0 | 
|                                    |  |            |            |     |  |            |       |     |  |            |           |     |  |            |       |     |  |            |           |     |  |            |       |            |  |              |           |     |  |  |       |   |  |  |           |  |  |  |       |  |  |  |          |   |  |  |          |   |  |  |         |  |  |  |       | 
|December 31, 2003                   |  |            |            |     |  |            |       |     |  |            |           |     |  |            |       |     |  |            |           |     |  |            |       |            |  |              |           |     |  |  |       |   |  |  |           |  |  |  |       |  |  |  |          |   |  |  |          |   |  |  |         |  |  |  |       | 
|Banking  Greek                     |  |            | 43,317,261 |     |  |            | 78.3  |     |  |            | 1,565,583 |     |  |            | 73.5  |     |  |            | 535,266   |     |  |            | 65.0  |            |  |              | 324,384   |     |  |  | 24.9  |   |  |  | 1,182,938 |  |  |  | 53.2  |  |  |  | 46,232   |   |  |  | (39,394  | ) |  |  | 72,341  |  |  |  | 68.0  | 
|Banking  Foreign                   |  |            | 9,548,696  |     |  |            | 17.3  |     |  |            | 514,484   |     |  |            | 24.2  |     |  |            | 283,018   |     |  |            | 34.4  |            |  |              | 156,298   |     |  |  | 12.0  |   |  |  | 251,443   |  |  |  | 11.3  |  |  |  | 122,202  |   |  |  | (69,400  | ) |  |  | 23,908  |  |  |  | 22.5  | 
|Investment Banking                  |  |            | 288,286    |     |  |            | 0.5   |     |  |            | 5,669     |     |  |            | 0.3   |     |  |            | 5,031     |     |  |            | 0.6   |            |  |              | 42,606    |     |  |  | 3.3   |   |  |  | 20,388    |  |  |  | 0.9   |  |  |  | 22,856   |   |  |  | (7,700   | ) |  |  | 714     |  |  |  | 0.7   | 
|Global Investment & Private Banking |  |            | 56,876     |     |  |            | 0.1   |     |  |            | 26        |     |  |            | 0.0   |     |  |            | 44        |     |  |            | 0.0   |            |  |              | 31,914    |     |  |  | 2.5   |   |  |  | 6,601     |  |  |  | 0.3   |  |  |  | 25,295   |   |  |  | (6,981   | ) |  |  | 190     |  |  |  | 0.2   | 
|Investment Activities               |  |            | 277,683    |     |  |            | 0.5   |     |  |            | 6,576     |     |  |            | 0.3   |     |  |            | 102       |     |  |            | 0.0   |            |  |              | 41,802    |     |  |  | 3.2   |   |  |  | 22,876    |  |  |  | 1.0   |  |  |  | 25,400   |   |  |  | 1,561    |   |  |  | 732     |  |  |  | 0.7   | 
|Insurance                           |  |            | 1,188,622  |     |  |            | 2.1   |     |  |            | 23,595    |     |  |            | 1.1   |     |  |            | 0         |     |  |            | 0.0   |            |  |              | 642,391   |     |  |  | 49.3  |   |  |  | 690,742   |  |  |  | 31.1  |  |  |  | (24,756  | ) |  |  | (13,288  | ) |  |  | 6,105   |  |  |  | 5.7   | 
|Other  Greek(1)                    |  |            | 595,117    |     |  |            | 1.1   |     |  |            | 10,783    |     |  |            | 0.4   |     |  |            | 93        |     |  |            | 0.0   |            |  |              | 62,805    |     |  |  | 4.7   |   |  |  | 47,102    |  |  |  | 2.1   |  |  |  | 25,593   |   |  |  | 29,672   |   |  |  | 2,022   |  |  |  | 1.9   | 
|Other  Foreign                     |  |            | 55,358     |     |  |            | 0.1   |     |  |            | 3,617     |     |  |            | 0.2   |     |  |            | 0         |     |  |            | 0.0   |            |  |              | 1,270     |     |  |  | 0.1   |   |  |  | 1,275     |  |  |  | 0.1   |  |  |  | 3,519    |   |  |  | (446     | ) |  |  | 331     |  |  |  | 0.3   | 
|                                    |  |            |            |     |  |            |       |     |  |            |           |     |  |            |       |     |  |            |           |     |  |            |       |            |  |              |           |     |  |  |       |   |  |  |           |  |  |  |       |  |  |  |          |   |  |  |          |   |  |  |         |  |  |  |       | 
|Total                               |  |            | 55,327,899 |     |  |            | 100.0 |     |  |            | 2,130,333 |     |  |            | 100.0 |     |  |            | 823,554   |     |  |            | 100.0 |            |  |              | 1,303,470 |     |  |  | 100.0 |   |  |  | 2,223,365 |  |  |  | 100.0 |  |  |  | 246,341  |   |  |  | (105,976 | ) |  |  | 106,343 |  |  |  | 100.0 | 
|                                    |  |            |            |     |  |            |       |     |  |            |           |     |  |            |       |     |  |            |           |     |  |            |       |            |  |              |           |     |  |  |       |   |  |  |           |  |  |  |       |  |  |  |          |   |  |  |          |   |  |  |         |  |  |  |       | 






|    |                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------
|(1) | Includes insurance and mutual fund operations, as
    well as non-financial services subsidiaries in Greece.

19



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According to our internal analysis of publicly
available financial statements of Greek commercial banks, the
Bank is the largest commercial bank in Greece in terms of
assets, deposits, loans and number of branches. As at
December 31, 2003, the last date for which such information
is available, approximately 28.9% of all deposits with, and
approximately 20.2% of all loans made by, Greek commercial banks
(excluding specialized credit institutions) were held or made by
the Bank. During 2003, the Bank was responsible for
approximately 104.8% of the Groups consolidated net
profits for that period.

We are the most diverse financial services group
in Greece. We are a leader in nearly every domestic market
segment in which we operate. In addition to our banking
activities, we are currently the largest and most active
participant by volume in the national electronic dealing system
of Greek government bonds. We estimate that we have
approximately a 14.6% duration-weighted participation in the
primary market while we handle approximately 16.1% of the volume
in the secondary market for Greek government securities. As at
December 31, 2003, we had approximately
7.7 billion
in assets under management, making us one of the largest asset
managers in the Greek market.

We are a leader in providing most other financial
services in Greece: we are the largest mortgage lender, the
largest insurance operator (in terms of revenues), one of the
leading providers of securities trading services and one of the
leading Greek underwriters of domestic equity securities and
Greek government debt.

We use a variety of marketing channels to
maintain and enhance our market position, including
telemarketing (particularly for credit card sales), radio and
press advertising and distributing promotional information
brochures in our branches. As part of our marketing strategy, we
seek to capitalize on our existing relationships with individual
customers through cross-selling efforts aimed at increasing such
customers awareness of other products that are offered by
various NBG Group companies. For instance, our mortgage
customers are informed of our insurance products, through which
they may insure against damage to their property and against
events and circumstances that might cause them to default on
their mortgage loans. Our marketing strategy also includes
indirect marketing, pursuant to which we have entered into
agency agreements with retailers, such as automobile dealers,
who agree to offer our consumer loan products to their customers
in connection with purchases of consumer goods. We have also
entered into contractual arrangements with mobile telephone
service providers in Greece that enable us to offer to our
customers certain banking services, such as balance inquiries,
through their mobile telephones. We provide basic banking
services over the internet, including transfer of funds between
accounts, balance inquiries, bill payments, stock brokerage and
subscription to initial public offerings on the ATHEX. Moreover,
in keeping with our commitment of developing and exploiting
electronic commerce opportunities, we acquired in March 2001 a
15% stake in CosmONE Hellas Marketsite, a business to business
platform with the capacity to support on-line auctions of goods
and services in Greece, as well as travel and web-community
services.

Overview of the Banking Services Sector in
Greece

Historically, Greek law prohibited banks from
engaging directly in financial services activities outside their
traditional deposit and loan functions. Therefore, specialized
financial institutions were established, each for the provision
of a particular type of financial service. A Greek bank that
sought to provide multiple financial services to its customers
would create several subsidiaries, each a specialized
institution within the banks integrated group of diverse
financial services companies. As a consequence of this
historical practice, the Greek financial services sector today
is characterized by a group of specialized companies established
around a principal bank.

The banking sector has expanded rapidly in recent
years, due to both deregulation and technological advances. As
at December 31, 2003, there were 44 domestic and
foreign banks and other credit institutions operating in Greece
(excluding cooperative banks). Domestic banks in Greece can be
grouped into one of two principal categories: universal banks
(commercial and/or investment banks) and specialized credit
institutions.

Universal Banks

Traditionally, commercial banks have dominated
the Greek financial services market. Recently, however,
specialized credit institutions have expanded into commercial
banking as a result of significant liberalization of the Greek
financial services industry, thereby increasing competition in
the market. The distinction between

20



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##### Table of Contents



commercial and investment banks ceased to exist
formally and the Bank of Greece classifies all banks operating
in Greece as universal banks, with the exception of
the Postal Savings Bank and the Deposits and Loans Fund (both of
which are owned by the Hellenic Republic).


There are currently five banks that are
controlled, directly or indirectly, by the Hellenic Republic.
These comprise NBG, Emporiki Bank, Bank of Attica, Agricultural
Bank of Greece (which until 2001 was a specialized credit
institution for lending to the agricultural sector, rather than
a universal bank) and Investment Bank (the investment banking
arm of Emporiki Bank of Greece). However, the recent trend
appears to favor privatization of the industry. For example, in
1998, the Greek government privatized the Bank of Central Greece
and Creta Bank, in early 1999, Ionian Bank, and, in March 2002,
ETBA, an ATHEX listed industrial development bank in which the
Hellenic Republic previously owned a majority interest.
Additionally, a portion of the Hellenic Republics indirect
shareholding of General Hellenic Bank was sold to private
investors in April 1998 and a majority stake was sold to
Société Générale in early 2004. The Bank of
Macedonia-Thrace was also formerly state-controlled until the
Group and the Hellenic Postal Savings Bank sold 37% of its total
equity to Bank of Piraeus, a private commercial bank, in April
1998. In 2000, Frances Credit Agricole purchased a 6.7%
interest in Emporiki Bank, which was further increased to 9.0%,
in connection with the Greek governments privatization
project, and acquired a right of first refusal to purchase any
further stakes that may be privatized in the future.

Although there are currently 16 private banks
incorporated in Greece, there has been a recent trend towards
consolidation. For example, Ergobank S.A. and EFG Eurobank S.A.
merged in July 2000 to form EFG Eurobank Ergasias. EFG Eurobank
Ergasias merged with Telesis Bank in early 2002 and with
UnitBank in December 2003. Similarly, Bank of Macedonia-Thrace,
Bank of Piraeus and Xios Bank, merged in June 2000, creating the
Piraeus Group. The Piraeus Group subsequently acquired a 57.8%
interest in ETBA, which was previously a majority state-owned
industrial development bank listed on the ATHEX, in March 2002.
ETBA was merged entirely into the Piraeus Group in December
2003. In December 2002, NBG merged with ETEBA (the investment
banking arm of the Group). In addition, since September 2000,
Banco Commercial Portuguese, a Portuguese bank, has been active
in the Greek market through NovaBank.

Specialized Credit
Institutions

There are currently two such specialized
institutions, following the reclassification of Agricultural
Bank of Greece, and Aspis Bank as universal banks in keeping
with the expansion of the ranges of their services. The
remaining specialized credit institutions are:



| |   |                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the Deposits and Loans Fund (which is under the
    control of the Ministry of Finance and acts as the custodian of
    property pledged in the name of the Hellenic Republic)
|
| |  | the Postal Savings Bank (whose principal activity
    is the collection of retail savings for financing low risk
    development and social programs)                         

We do not consider the Deposits and Loans Fund or
the Postal Savings Bank to be our competitors for commercial
banking customers. However, at the end of 2002, the Postal
Savings Bank applied to the Central Bank for a commercial
banking licence.

Foreign Banks

There are 21 foreign-owned or incorporated
credit institutions that are well established in the Greek
banking market. The principal participants in the industry, and
the Groups principal foreign competitors in Greece,
include Bank of Cyprus, Citibank, Royal Bank of Scotland, HSBC
and Bayerische Hypo-Und Vereinsbank. With the exception of Bank
of Cyprus, Citibank and HSBC, the majority of foreign banks
operating in Greece have little presence in retail banking
services.

Competition

Domestic universal banks (excluding specialized
credit institutions) control approximately 83.3% of total assets
in the Greek banking sector, amounting in total to
170 billion
as at December 31, 2003, the last date for which such
information is currently available, according to our internal
analysis of publicly available information.

21



---



##### Table of Contents



Foreign banks controlled approximately 9.3% of
Greek banking assets at that date, while specialized
institutions have a market share of approximately 7.4%,
according to the same source.


According to internal analysis of publicly
available information, state-controlled universal banks
controlled approximately 50.3% of the Greek universal
banks total assets as at December 31, 2003. This
percentage has been decreasing as a result of privatization
projects. Banking margins are expected to come under pressure as
competition increases within the market.

As of April 2002, Greek law allows non-banking
institutions, which have the ability to extend credit to
consumers in connection with purchases of consumer goods to be
established in Greece. These institutions will be in direct
competition with universal banks in the consumer credit sector.

The following table shows the market share of the
principal universal banks in Greece in terms of assets loans and
deposits as at December 31, 2003, excluding all specialized
credit institutions, according to our own internal analysis of
published financial statements:

|                            |  |                              |       |       |  |          |       |  |  |  |       | 
|--------------------------- |  | ---------------------------- | ----- | ----- |  | -------- | ----- |  |  |  | ----- | 
|                            |  |                             
|                            |  | Year ended December 31, 2003
|                            |  |                             
|Bank(1)                     |  | Assets                       |       | Loans |  | Deposits
|                            |  |                              |       |       |  |         
|                            |  |                             
|                            |  | (%)                         
|National Bank of Greece     |  |                              | 28.9% |       |  |          | 20.2% |  |  |  | 28.0% | 
|Alpha Bank                  |  |                              | 17.4% |       |  |          | 18.2% |  |  |  | 16.0% | 
|EFG Eurobank Ergasias       |  |                              | 15.4% |       |  |          | 15.6% |  |  |  | 14.5% | 
|Agricultural Bank of Greece |  |                              | 10.4% |       |  |          | 12.4% |  |  |  | 12.5% | 
|Emporiki Bank               |  |                              | 9.9%  |       |  |          | 12.3% |  |  |  | 11.0% | 
|Piraeus Group               |  |                              | 8.2%  |       |  |          | 10.2% |  |  |  | 7.7%  | 






|    |                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------
|(1) | These figures include 21 domestic universal banks
    but exclude specialized credit institutions and foreign banks.

The following table shows the assets, deposits
and loans of the Greek banking system as at December 31,
2003, the last date for which such information is currently
available, according to our internal analysis of publicly
available information:

|                                  |          |                              |         |         |  |          |         |        |  |  |         |         | 
|--------------------------------- | -------- | ---------------------------- | ------- | ------- |  | -------- | ------- | ------ |  |  | ------- | ------- | 
|                                  |          |                             
|                                  |          | Year ended December 31, 2003
|                                  |          |                             
|                                  |          | Assets                       |         | Loans   |  | Deposits
|                                  |          |                              |         |         |  |         
|                                  |          |                             
|                                  |          | (EUR in millions)           
|Universal Banks                   |          |                              |         |         |  |          |         |        |  |  |         |        
|                                  | Domestic |                              |         | 169,990 |  |          |         | 98,618 |  |  |         | 126,377 | 
|                                  | Foreign  |                              |         | 18,900  |  |          |         | 10,497 |  |  |         | 10,892  | 
|                                  |          |                              |         |         |  |          |         |        |  |  |         |        
|Total                             |          |                              | 188,890 |         |  |          | 109,115 |        |  |  | 137,269 |        
|Other credit institutions(1)      |          |                              | 15,127  |         |  |          | 5,139   |        |  |  | 9,445   |        
|                                  |          |                              |         |         |  |          |         |        |  |  |         |        
|Total                             |          |                              | 204,017 |         |  |          | 114,254 |        |  |  | 146,714 |        
|                                  |          |                              |         |         |  |          |         |        |  |  |         |        
|The Bank as a percentage of Total |          |                              | 24.1    | %       |  |          | 17.4    | %      |  |  | 24.2    | %      
|                                  |          |                              |         |         |  |          |         |        |  |  |         |        






|    |                                                                                   
|--- | ----------------------------------------------------------------------------------
|(1) | These figures include the Deposits and Loans Fund
    and the Postal Savings Bank.

Banking Activities in Greece

Most of our banking business is domestic and
includes commercial, retail and investment banking. As at
December 31, 2003, approximately 78.2% of our total assets
were domestic banking-related assets. The Bank conducts the
majority of the Groups banking activities in Greece. As at
December 31, 2003, total gross loans (including advances)
extended by the Bank domestically stood at
17,755 million,
a 14.7% increase over the corresponding figure as at
December 31, 2002. The Banks domestic operations
accounted for 77.4% of the Groups total lending activities
as at December 31, 2003.

22



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##### Table of Contents



The following table sets forth details of the
Banks domestic operations (in terms of loans and deposits)
as stated at December 31, 2003:

|                         |  |              |        |          |  |              |       |       |  |  |        |  |  |  |       | 
|------------------------ |  | ------------ | ------ | -------- |  | ------------ | ----- | ----- |  |  | ------ |  |  |  | ----- | 
|                         |  |              |        |         
|                         |  | Loans        |        | Deposits
|                         |  |              |        |         
|                         |  |              |        | % of     |  |              |       | % of 
|                         |  | Amount       |        | Total    |  | Amount       |       | Total
|                         |  |              |        |          |  |              |       |      
|                         |  | (EUR         |        |          |  | (EUR         |       |      
|                         |  | in millions) |        |          |  | in millions) |       |      
|Commercial and Retail(1) |  |              | 16,766 |          |  |              | 75.4  |       |  |  | 30,594 |  |  |  | 83.5  | 
|Public Sector(2)         |  |              | 989    |          |  |              | 4.5   |       |  |  | 1,512  |  |  |  | 4.1   | 
|Interbank                |  |              | 4,474  |          |  |              | 20.1  |       |  |  | 4,555  |  |  |  | 12.4  | 
|                         |  |              |        |          |  |              |       |       |  |  |        |  |  |  |       | 
|Total                    |  |              | 22,229 |          |  |              | 100.0 |       |  |  | 36,661 |  |  |  | 100.0 | 
|                         |  |              |        |          |  |              |       |       |  |  |        |  |  |  |       | 






|    |                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------
|(1) | Retail includes consumer loans, personal loans,
    residential mortgages, automobile financing and credit cards.
|   
|(2) | Comprising public utilities and entities governed
    by the public law of the Hellenic Republic.                

We believe that the Bank has a strong competitive
advantage in attracting domestic deposits from retail and
corporate clients due to the:



| |   |                                                                                  
| | - | ---------------------------------------------------------------------------------
| |  | wide coverage of the Banks domestic branch
    network;                         
|
| |  | prominence of the Banks brand name to a
    large segment of the population; and
|
| |  | broad range of services and products the Bank
    offers.                        

The tables below show the increases in domestic
loans and domestic deposits attributable to the Bank from
December 31, 2001 through December 31, 2003.

Loans

(BAR GRAPH OF LOANS)

The significant growth in lending activities in
Greece in 2003 relates primarily to retail loans, particularly
mortgage lending.

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##### Table of Contents



Deposits

(BAR GRAPH OF DEPOSITS)

Approximately 12.3% of total deposits and 5.8% of
total loans of the Banks domestic operations as at
December 31, 2003 were in currencies other than the euro.

Distribution Channels

As at December 31, 2003 the Bank operated
throughout Greece through 588 branches, one private banking
unit, one unit for financial institutions and nine specialized
banking units that deal exclusively with troubled and
non-performing loans. As at that date, the Banks branches
accounted for 18.5% of all branches of banks in Greece,
excluding specialized credit institutions. The Bank had 1,233
ATMs as at December 31, 2003, situated mainly in its own
branches, but also at other key locations such as supermarkets,
metro stations, shopping centers, hospitals and airports. The
Bank intends to install 167 additional ATMs by the end of 2004.
The Bank has a further 38 temporary, seasonal units to provide
services to tourist destinations, plus five foreign exchange
bureaus. In addition, the Bank has two electronic
branches, which are completely automated branches
providing foreign exchange in addition to simple ATM access.
While electronic branches are still at a pilot program stage,
the Bank intends to explore the opportunities for cost saving
offered by automated financial services units in the future. We
are continuing to develop alternative distribution channels,
such as an e-banking platform targeted at both corporate and
retail clients. See Business Overview 
Strategy in this Item 4.B.

The Banks branches are located in almost
every major city and town in Greece. Approximately 43% of
NBGs branches are located in Athens, Piraeus and
Thessaloniki, which are the major population centers in Greece.
The Bank has rationalized the organization of its branch network
in order to reduce costs, primarily by centralizing back-office
functions to free more employees to work directly with
customers. Reorganization of the branch network aims at turning
branches into product-focused sales outlets to improve customer
service. In addition, the Bank is continuing to consolidate
redundant branches in order to maintain equivalent geographic
coverage at a lower cost. Having been advised by McKinsey &
Co. on improving the structure and functioning of its branch
network, the Bank has engaged Planet Ernst & Young, a Greek
consultancy and affiliate of the Bank, to advise on the
implementation of McKinseys recommendations. As a result,
we are now operating 224 full banking branches, 305 retail
banking branches and 59 core branches on this new banking model
and expect that 18 additional branches will be similarly
reconfigured, during the course of 2004. As a complement to our
branch reorganization program, we are further developing our
alternative distribution channels, including internet banking.
As at December 31, 2003, we had approximately 50,000
registered internet banking clients, up 75% from 2002.

The Bank participates in DIAS Interbanking
Systems S.A., which currently has 37 banks as
shareholder-participants, including NBG. DIAS Interbanking
Systems provides such interbank services as check clearing, ATM
networking, fund transfers, payroll and pension services for the
benefit of customers of the banks that compose its shareholders.
The Bank has approximately 2.4 million ATM cards active for
use in both its own distribution network and the DIAS network.
It also operates approximately 50,000 point of sale (POS) system

24



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##### Table of Contents



terminals in Greece at which its debit cards are
accepted, of which the Bank installed approximately 18,800
during the course of 2001, approximately 12,500 during the
course of 2002 and another 5,000 in 2003.


Commercial banking

General

The Bank has the largest commercial loan
portfolio among all banks in Greece, with approximately 39,000
corporate clients (including SMEs), including most of the
largest corporate groups in Greece. As a Group, we are able to
offer our corporate clients a wide range of products and
services, including financial and investment advisory services,
deposit accounts, loans (denominated in both euro and foreign
currency), foreign exchange, insurance products, custody
arrangements and trade finance services.

Lending activities

The Bank lends to all sectors of the economy. As
at December 31, 2003, domestic commercial lending
(including to the public sector) accounted for 46.0% or
8,166 million,
of the Banks total domestic loan portfolio. Traditionally,
the Bank has focused on lending to large- and medium-sized
domestic corporations, especially industrial corporations, which
accounted for approximately 10.1% of its total domestic loan
portfolio as at December 31, 2003. The Bank has several
clients to which it has lent significant amounts; its ten
largest individual performing loan exposures totaled
1,850 million
as at December 31, 2003, and account for approximately
22.7% of the Banks total domestic commercial loan
portfolio. The Bank has reoriented its commercial lending
activities to target smaller growth companies and more
attractive growth sectors of the economy, such as trade and
construction. For example, since the beginning of year 2002,
customers with up to
1 million
corporate turnover are serviced by a specialized lending
department for small-sized enterprises and professionals, which
provides targeted services such as pre-approved loans. See, in
this Item 4.B,  Retail
Banking  Trade Credit.

Since 1996, the Bank has been offering more
widely:



| |   |                                                                              
| | - | -----------------------------------------------------------------------------
| |  | corporate accounts with overdraft facilities;                                
|
| |  | foreign currency loans;                                                      
|
| |  | variable rate loans; and                                                     
|
| |  | currency swaps and options (mostly euro-related)
    for corporate customers.

The Banks lending is primarily in the form
of credit lines, which are generally at variable rates of
interest with payment terms of up to 12 months. In
addition, the Bank provides letters of credit and guarantees for
its clients. See Item 5.E Operating and Financial
Review and Prospects  Off Balance Sheet
Arrangements. At December 31, 2002 and 2003, the
Bank had outstanding letters of credit and guarantees amounting
in aggregate to
2.15 billion
and
2.70 billion,
respectively. The Bank also offers term loans generally for
large corporate and shipping clients, with a maximum maturity of
about 15 years. Most loans are collateralized to a certain
degree, although there can be significant delays in foreclosing
on collateral under Greek law. See Item 4.E,
Assets  Loan Portfolio and
Credit Quality  Risk Management 
Loan Approval Process.

Reduced inflation and increased competition in
the Greek market have resulted in a significant decline in
interest rates over the past few years. While the European
Central Bank controls the prime-lending rate, which is the
effective minimum interest rate, the Bank has often played a
leading role in lowering commercial interest rates in the Greek
market. In particular, since December 1999, the Bank has reduced
its lending rates and introduced a series of new fixed-rate
products in the mortgage lending market, with interest as low as
5.6% for a 15-year facility. The table below sets forth certain
key interest rates charged and the savings rate paid by the Bank

25



---



##### Table of Contents



following the most recent interest rate cuts by
the European Central Bank on May 20, 2002,
December 10, 2002, March 17, 2003 and June 12,
2003.


|                                       |  |         |            |              |  |           |            |          |  |  |            |  |  |  |           | 
|-------------------------------------- |  | ------- | ---------- | ------------ |  | --------- | ---------- | -------- |  |  | ---------- |  |  |  | --------- | 
|                                       |  | As at   |            | As at        |  | As at     |            | As at   
|                                       |  | May 20, |            | December 10, |  | March 17, |            | June 12,
|Interest Rate on                       |  | 2002    |            | 2002         |  | 2003      |            | 2003    
|                                       |  |         |            |              |  |           |            |         
|Prime lending rate for working capital |  |         | 6.25%      |              |  |           | 6.00%      |          |  |  | 5.90%      |  |  |  | 5.75%     | 
|Prime lending rate for fixed assets    |  |         | 6.50%      |              |  |           | 6.25%      |          |  |  | 6.15%      |  |  |  | 6.00%     | 
|Variable rate Mortgages                |  |         | 5.60%      |              |  |           | 5.60%      |          |  |  | 5.60%      |  |  |  | 5.50%     | 
|Savings rate                           |  |         | 0%  2.25% |              |  |           | 0%  1.90% |          |  |  | 0%  1.70% |  |  |  | 0%  1.4% | 
|Personal loans                         |  |         | 10.20%     |              |  |           | 9.95%      |          |  |  | 9.95%      |  |  |  | 9.95%     | 
|Consumer loans                         |  |         | 9.50%      |              |  |           | 9.50%      |          |  |  | 9.50%      |  |  |  | 9.25%     | 

We participate in, advise on and arrange large
syndicated loans with both domestic and foreign banks.
Generally, those loans finance large domestic and international
infrastructure projects and borrowings by large corporations and
state-controlled entities. For example, the Bank is
participating as co-arranger and underwriter for the financing
of the Athens ring-road and the Rion-Antirrion bridge in Greece,
the Birmingham Northern Relief Road in Britain, the High Speed
Line Railway and the Rijnmond Power Plant in Holland, the
Maritsa East Power Plant in Bulgaria and the Stendal Pulp Mill
in Germany. NBG International Limited, the Banks
London-based investment banking subsidiary, also has been active
in arranging international syndicated loans. NBG International
Limited also serves as an advisor on projects in private sector
transactions.

Shipping finance

Greece is a maritime nation with a long tradition
in ship-owning and is one of the worlds largest
ship-owning and ship-flagging nations. The Bank has been in the
shipping finance sector for decades and is the leading Greek
bank, as well as one of the strongest competitors to foreign
banks, involved in shipping finance. The Bank has traditionally
provided financing for many of the largest Greek shipping
companies. Shipping remains an important sector of the Greek
economy and the Bank is one of the most active participants in
the local market. As at December 31, 2003, outstanding
shipping loans were approximately
988.7 million,
which represents approximately 5.0% of the Banks total
loan portfolio.

The Banks shipping finance activities are
carried out both through its Piraeus and London branches, the
former of which is dedicated exclusively to shipping finance.
Loans originated in London now account for 18.8% of the
Banks loans in this sector. The Bank plans to continue
with its strategy of targeting first-tier shipping groups with
respect to both its conventional shipping finance and its
syndicated loan activities in order to improve quality, spread
risk and enhance the profitability of its shipping loan
portfolio.

The shipping industry is significantly cyclical,
experiencing volatility in revenues and cash flows resulting
from changes in the demand and supply of vessel capacity. The
demand for vessels is influenced by, among other factors, global
and regional economic conditions, developments in international
trade and changes in seaborne and other transportation patterns.
None of these factors is within our control. Moreover, while the
market for shipping finance is global, it depends on a
concentrated number of participants  mostly U.K.,
German, French and U.S. banks. The world shipping industry
experienced periods of decline from 1981 to 1986 and from 1996
to 2000 due to adverse economic conditions in Europe and
northeast Asia and to oversupply of vessels in certain markets.

The Banks portfolio of loans to the
shipping industry has been adversely affected by loans
originated in the early 1990s. As at December 31, 2003,
6.6%, or
64.9 million,
of the Banks loans to the shipping sector were
non-performing. Non-performing loans to the shipping sector
accounted for approximately 5.7% of the Banks total
non-performing loans as at December 31, 2003, compared to
8.5% in 2002 and 9.4% in 2001. The Bank has experienced a
significant decrease in non-performing loans attributable to
this sector following the implementation of new credit controls
in 1998. See Item 4.E, Selected Statistical
Data  Credit Quality. Of the Banks
ten largest non-performing loan exposures, currently four are to
the shipping sector, although most of the Banks
non-performing loans to this sector originated in the early
1990s. These loans are managed by the Banks specialized
non-performing loans division.

26



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The Bank has adopted strategies and procedures to
more effectively evaluate shipping credits. Each existing
shipping loan is subject to periodic (but at least annual)
performance reviews. This approach has shown positive results
and the Bank believes that it will result in continued improved
performance in this sector in the next few years by limiting the
Banks exposure to certain segments of the shipping
industry currently experiencing adverse conditions. For example,
loans related to the ferry business are being restructured in
line with declining market conditions, but such loans are
secured by mortgages over modern vessels.

Retail banking

General

All of our retail banking activities in Greece
are conducted by the Bank. The Bank offers retail customers a
number of types of deposit and investment products as well as a
wide range of traditional services and products.

The following graph illustrates our estimated
market share in Greece for certain categories of retail banking
activities as at December 31, 2003, the latest date for
which official statistics are available.

The Groups Approximate Retail Market
Share in Greece as at December 31, 2003

(GROUP'S APPROXIMATE RETAIL MARKET SHARE IN GREECE IN 2002)




Sources:With
respect to consumer credit, mortgage loans and deposits, the
Groups approximate retail market share has been calculated
on the basis of information published by the Bank of Greece, the
Greek central bank. The Groups approximate retail market
share in relation to funds under management is based upon
information published by the Union of Institutional Investors.

The Bank believes that it has significant
competitive advantages over other banks offering retail banking
services in Greece, including its strong corporate image and
name recognition in Greece, its large customer base and its
extensive network of branches and ATMs. In addition, the Bank is
continuing to develop other channels of distribution such as
mobile telephone banking and internet banking. These advantages
help the Bank to access the largest and most diverse depositor
base in Greece, providing NBG with a large, stable and low-cost
source of funding.

The Bank places particular emphasis on continuing
to improve the speed and flexibility of its services to its
retail customers. The Banks strategy for accomplishing
these goals has included:



| |   |                                                                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------
| |  | investing significantly in information systems;                                                                                     
|
| |  | reorganizing and consolidating operations; and                                                                                      
|
| |  | developing new retail investment products, in
    co-ordination with other companies in the Group, to meet its
    customers needs.

27



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Products

The Bank offers a wide range of products for
retail customers, including savings accounts, current accounts
and time deposits. The Bank expects full implementation of its
Customer Relationship Administration system (also known as
CRA), which is currently operating with respect to
its mortgage and consumer loans segments, to improve its
services to retail customers. We believe that the CRA system
will enhance our cross-selling capabilities by enabling the Bank
to target specific retail customers in marketing our
complementary products and services as we do for our corporate
customers.

Savings and Investment Products

Our savings and investment products are offered
in both euro and foreign currencies. In response to customer
demand, the Bank has increasingly begun to offer new investment
products with higher yields. These products include repurchase
agreements between the Bank and its clients (backed by Greek
government bonds), Greek government bonds from the Banks
proprietary portfolio, guaranteed-principal mutual funds and a
wide range of mutual funds and unit trust products provided by
Diethniki Mutual Fund Management S.A. See
 Mutual Fund, below, in this
Item 4.B.

Credit Products

Consumer Credit

The Bank was one of the first institutions in
Greece to provide consumer credit. It has continued to expand in
the consumer credit sector by offering consumer loans and
personal loans through its Consumer Credit Division and credit
cards through its subsidiary, National Management and
Organization Company S.A. (NMOC).

While consumer credit has existed in Greece since
1972, this sector has grown significantly in recent years.
Domestic consumer loans and credit card loans accounted for
approximately 15.8% of the Banks domestic loan portfolio
in 2003, compared to approximately 5.5% of the Banks loan
portfolio in 1995.

Consumer Loans and Personal Loans

With effect from June 20, 2003, the Bank of
Greece has abolished its prior limits on consumer lending,
including the
25,000 and
3,000 ceiling
limits on consumer loans for specified goods and personal loans,
respectively (pursuant to Act No. 2523/12.06.2003 of the
Governor of the Bank of Greece, which amended Act
No. 1955/02.07.1991). From that date, credit institutions
such as the Bank are free to determine the terms and conditions
of their consumer lending in accordance with their own credit
control policies and based on customers creditworthiness.
The Bank, however, classifies retail loans as consumer or
personal loans: a consumer loan is any loan undertaken to
purchase specific consumer goods, whereas a personal loan is a
general loan without a specified purpose. Personal loans
generally carry higher interest rates than consumer loans.

The Banks domestic consumer lending
increased 419.7% from 1998 to 2003, from
541.2 million
to
2,812.3 million
as at December 31, 1998 and 2003, respectively. This trend
is due primarily to improved economic conditions in Greece,
significant decreases in interest rates and increased consumer
spending.

Consumer lending is a potential growth area for
the Bank. In conjunction with other NBG Group companies, the
Bank has been developing new consumer loan products with more
favorable interest rates that target specific consumer needs,
such as vacations, home furnishing, car loans and retail
revolving credit facilities under which approved customers can
withdraw funds as needed, up to the limit of their individual
credit facility for personal purposes.

The loan approval process for all credit card and
consumer credit products is centralized and based on a uniform
credit scoring system. See Item 4.E, Selected
Statistical Data  Credit Quality  Risk
Management  Loan Approval Process.

28



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##### Table of Contents



Credit Cards

Despite strong competition, we continue to
maintain a leading position in the Greek credit card market. The
total number of our active credit cards outstanding and cards
approved but not yet issued as at December 31, 2003 was
approximately 1,486,000, representing a 35.4% increase with
respect to the same date in 2002.

The Bank, through its subsidiary NMOC, is the
main issuer of Mastercards in Greece. The Bank established NMOC
in 1972. Since 1998, the Bank also issues VISA cards through
NMOC. During the first five months of 2004, a further 50,450
VISA cards and 47,480 Mastercards were issued. In early 2000,
the Bank began offering a Gold Mastercard, which was followed in
early 2002 by the launch of a Platinum Mastercard, both of which
target the executive customer through business-oriented
incentives. The Banks launch of its Gold and Platinum
Mastercards reflects its interest in exploring new products in
order to expand its customer base. The Bank has also sought to
reach a broader group of customers by increasing offerings of
co-branded credit cards (which bear the NBG name as well as that
of another entity, such as a supermarket or gas station chain,
and are jointly marketed by both entities) and affinity credit
cards (which are focused in their marketing towards members of
certain organizations and may offer special incentives for
charges on those cards, such as a percentage of charges made
being donated to a specific charity or group).

Mortgage Lending

NBG has traditionally ranked first in mortgage
lending in Greece and has succeeded in maintaining its leading
position in the face of deregulation and intensifying
competition. The Bank increased its market share in the second
half of 2003 from approximately 25.86% in July to approximately
26.07% in December 2003. We remain strongly committed to
developing new distribution channels and expanding our existing
ones, including promotion agreements with reputable building,
construction and insurance companies, while undertaking cross
selling initiatives to take advantage of the large customer base
of our Bank. As at December 31, 2003, the Banks
outstanding mortgage loans amounted to
6,916 million,
or 35% of its loan portfolio, compared to
5,640 million
at the end of 2002.

Over the past year, a range of new indexed
mortgage products were introduced, priced on the basis of the
European Central Banks base rate (currently standing at
2%) plus a margin of between 150 and 300 basis points, depending
on the prospective customers overall credit profile as
well as the loan-to-value ratio of the loan. These new products
were essentially variations of the new successful
Ethnohousing Privilege which was introduced in
mid-2002. They include two of our top selling products:
Ethnohousing Privilege 1 and Ethnohousing
Privilege Plus. The former offers a low trigger rate,
fixed for the first year (currently at 3.60%), then
automatically converts to a variable rate for the remainder of
the loan. The latter offers the option of a grace period of up
to 12 months, during which no payments by the borrower are
made. Interest accrued during the grace period is capitalized
and repaid during the remainder of the loan. Indexed loans are
mainly aimed at high net worth customers and have helped to
increase the average loan amount by approximately 19% in 2003.

In May 2003, the Bank introduced a new product,
Ethnohousing 1 Subsidized by the Greek State. This
loan carries a fixed rate for the first year, automatically
converting to a variable rate for the remainder of the loan.
This type of mortgage is aimed at first time homebuyers and
offers an interest rate subsidized by the Hellenic Republic for
eight years.

All the Banks mortgage loans are now
offered with maturities of up to 30 years, except those
guaranteed and subsidized by the Hellenic Republic to special
minority groups and victims of natural disasters, for which the
maturity is determined by law. In 2003 the maturity for many of
these loans was increased from 15 to 22 years. Fixed rate
loans are offered for periods of up to 20 years.

Over the last year, we emphasized streamlining
the Banks mortgage origination and underwriting process,
in response to a steadily increasing loan volume. The format of
our loan application form was redesigned, making it easier to
process electronically and bringing it in line with the credit
scoring system already in use by the relevant central department
of the Mortgage Credit Division, responsible for the screening
and approval of all mortgage applications. In 2003, the
Banks warehousing facilities were upgraded. A new state of
the art storage

29



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##### Table of Contents



facility was acquired in central Athens to house
all mortgage loan files and each file is now catalogued and
monitored electronically.


The upgrading of a recently acquired loan
processing and monitoring software program (known as
IRIS) has also shortened the credit approval process
and facilitated the closer monitoring of mortgage loans.

Trade credit

In 2002, we established the Trade Credit division
to enhance and personalize service offered to our business
clients and particularly to increase NBGs penetration into
the professional and small business trade segment. The Trade
Credit division administers credit underwriting of loans to
professionals and small businesses with turnover of up to
1 million
and is part of the Banks retail banking operations. It
comprises three credit centers in Athens, Thessaloniki and
Patras that previously were under the Banks Credit
Products division. Since its inception, the Trade Credit
division has launched new lending products for small business
enterprises and professionals, including the Open
Professional Plan  offering a revolving credit facility to
borrow up to 100% of total annual turnover. Additionally, the
Trade Credit division offers medium-to-long term loans geared
towards medium-term working capital needs or financing of fixed
assets, such as equipment and office renovations.

Non-Performing Loans

The Banks management has focused on
reducing the level of the Banks non-performing loans,
defined generally as those loans where principal or interest is
more than 180 days in arrears. In recent years, management
has taken steps to reduce the level of non-performing loans. A
revised policy for writing off non-performing loans, in
conjunction with growth in the Banks total loan portfolio,
has resulted in the level of non-performing loans on our balance
sheets declining from approximately 18.3% of total loans as at
December 31, 1995 to approximately 5.7% of total loans as
at December 31, 2003. The Banks previously high level
of non-performing loans resulted from several factors in the
past, including:



| |   |                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------
| |  | recession in the Greek economy, which affected
    many borrowers in the late 1980s and early 1990s;
|
| |  | government influence over lending policies,
    including:                                          



| |   |                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------
| |  | government and central bank regulations requiring
    lending to specific sectors of the economy; and                           
|
| |  | requirements that the Bank extend loans to
    troubled companies considered to be important to the Greek
    national interest;



| |   |                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------
| |  | over-reliance on borrowers collateral,
    rather than cash flows, as a measure of creditworthiness for
    approving and monitoring loans; and
|
| |  | inadequate procedures for monitoring troubled
    loans.                                                                                        

In line with our strategy, the Bank has invested
significant resources in improving the quality of its loan
portfolio and bringing non-performing loans down to their
current level, as described below in this Item 4.B under
the heading,  Strategy.

Investment Banking and Brokerage
Services

The Bank and its subsidiaries (principally NBG
International Limited, National Securities Co. S.A. and NBG
Venture Capital) offer a wide range of capital markets and
advisory services, including:



| |   |                                     
| | - | ------------------------------------
| |  | corporate finance advisory services;
|
| |  | underwriting;                       
|
| |  | venture capital;                    
|
| |  | equity and debt financing;          
|
| |  | stock brokerage;                    

30



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| |   |                        
| | - | -----------------------
| |  | custodian services; and
|
| |  | private banking.       

The provision of capital markets and advisory
services in Greece has become increasingly competitive, with a
number of banks and brokerage houses participating actively in
this area. However, we believe that our policy of structural
streamlining and our existing presence in the marketplace will
enable us to capture a significant share of any growth in the
Greek market for investment banking and brokerage services.

Investment Banking Activities

In December 2002, the Bank reorganized its
investment banking activities by absorbing its investment
banking subsidiary, ETEBA, into the Bank. In addition to its
historic activities, the Bank carries out the full range of
investment banking activities formerly undertaken by ETEBA,
including:



| |   |                                     
| | - | ------------------------------------
| |  | underwriting equity offerings;      
|
| |  | corporate finance advisory services;
|
| |  | venture capital;                    
|
| |  | equity and debt financing; and      
|
| |  | private banking.                    

In recent years, the Bank has increased its
market share in capital markets activities, particularly with
regard to public offering activity. Since 2001, the Bank has
acted as a global coordinator and lead manager in Greece in all
three public offerings of Public Power Corporation S.A., the
national electricity company. The Bank and ETEBA have
participated as underwriters in 38 of 47 public offerings on the
ATHEX in 1999, 44 of 50 such offerings in 2000 and 23 of 24 such
offerings in 2001. In 2002, the Bank (and/or ETEBA) was a lead
manager or underwriter in 18 of the 20 public offerings in
Greece. Some of these offerings were among the most significant
domestic and international transactions of the year, including
the
370 million
international offering of a second tranche of shares as part of
the privatization process of the Public Power Corporation S.A.,
and the
503 million
secondary public offering of OPAP, the Hellenic Republics
lottery company as part of its privatization process. In 2003,
the Bank was a lead manager or underwriter in 12 of the 16
public offerings in Greece, including the
627 million
international offering of the third tranche of shares as part of
the privatization process of the Public Power Corporation S.A.,
and the
723 million
secondary offering of OPAP, the Hellenic Republics lottery
company as part of its privatization process. Our market share
of underwriting, in relation to primary offerings on the ATHEX,
amounted to approximately 17.5% of the total equity underwritten
in 2001, approximately 15.6% in 2002 and approximately 21.6% in
2003.

In order to take advantage of investment banking
opportunities, the Bank established NBG International Limited
(NBGI), a subsidiary based in the United Kingdom, in
1996. From its base in London and New York, NBGI has an active
debt and equities capital markets business, a brokerage activity
and is also active in corporate and structured finance. Through
subsidiaries in London and Athens, NBGI has a private equity and
venture capital business, consisting of five funds covering
Western Europe and South Eastern Europe, as well as specialist
areas such as Technology investing and Real Estate.

During 2003, NBGI participated in the arrangement
and structuring of a number of innovative transactions,
including Aspis Banks first Greek RMBS securitisation, the
10-year Hellenic Republic benchmark bond, the OTE 10-year bond,
the NBG Tier I and Hellenic Republic Inflation-Linked bond.
NBGIs team also participated distribution in the two major
Greek equity offerings, OPAP, the national lottery and gaming
operator, and Public Power Corporation S.A., Greeces
national electricity company. Equities brokerage operations
increased by 125% in revenues against an increase of only 40-50%
in market volume, reflecting NBGIs market share. We have
taken advantage of synergies between our Capital Markets and
Corporate Finance teams working jointly on the Taneo
privatization and financing, and the Public Power Corporation
S.A. real estate portfolio.

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See, in this Item 4.B,
 Non-Banking Subsidiaries  NBG
Venture Capital Management. The former ETEBA venture
capital subsidiaries ETEBA Venture Capital Management Company,
ETEBA Emerging Markets Fund Ltd. and ETEBA Estate Fund Ltd. are
currently under liquidation.

Stock Brokerage

National Securities Co. S.A. is the Groups
brokerage arm and is a member of the ATHEX. In recent years,
National Securities Co. has hired certain highly-skilled
employees and invested in its systems to modernize its
operations and to improve internal procedures and controls. Its
customers are able to enter stock purchase orders through
on-line connections in the Banks branch network that allow
for rapid execution (subject to market conditions and rules).
Over the last three years National Securities Co. has attracted
institutional clients in Greece and abroad. It is becoming
increasingly active in portfolio management and in secondary
market transactions for clients (both retail and institutional)
in government securities. As at December 31, 2003, National
Securities Co. had a market share of approximately 11.5% by
total trading volume on the ATHEX, ranking second in terms of
total trading volume, compared with a 16.5% market share held by
its largest competitor EFG Securities.

In 1999, we began brokerage operations in Cyprus
through National Securities (Cyprus) Ltd., a company formed in
1998. With a view to containing Group operating costs in Cyprus
and enhancing customer service, National Securities (Cyprus) was
merged into NBG Cyprus.

In January 2000, NBG International acquired an
asset management company named Newbrook Capital Management Inc.
and a U.S. registered broker-dealer named Newbrook
Securities Inc. from the Newbrook Group. Following our
acquisition of these companies, we renamed them NBGI Asset
Management Inc. and NBGI Securities Inc., respectively, to
reflect their affiliation with the NBG Group. Their shares are
held through an intermediate holding company, NBG International
Inc., which had revenues of US$2.2 million for the year
ended December 31, 2003.

Custodian Services

The Bank offers custodian services to its foreign
and domestic institutional clients who hold securities listed on
the ATHEX. In its capacity as a leading custodian, the Bank,
among others, offers trade settlements, safekeeping of
securities, corporate action processing, income collection,
proxy voting, tax reclamation, brokerage services, customized
reporting and regular market flashes and information. The Bank
also acts as global custodian to its domestic institutional
clients who invest in securities outside Greece.

The Bank maintains a strong competitive position
in the market for custodian services in Greece, acting as an
agent for approximately 146 domestic institutional clients (27
mutual funds, 6 investment companies, 1 financial services
company, 30 insurance companies and 82 pension funds) and 64
foreign institutional clients (42 active and 22 inactive)
including several leading global custodians, as at
December 31, 2003. The Bank also offers custodian services
to private Greek investors, and had, as at December 31,
2003, approximately 145,000 active custody accounts. The above
figure does not include approximately 93,000 customers having
only government debt in their portfolio and approximately
141,000 customers maintaining only Mutual Fund Units in their
portfolio. The Bank recently improved its custodian operations
through a major upgrade of its existing software and systems and
continuously invests to meet market developments and further
improve the quality of the services it offers to its customers.

Payment services

The Bank offers payment services to its clients
participating in all local interbank payments channels. The Bank
is also a member of the Euro interbank channels of TARGET, EBA
for Euro 1, Step 1 and Step 2 services. As a member of Step
2, the Bank is the main Greek entry point for Eurozone payments.
For payments especially outside the Eurozone, the Bank maintains
a global network of correspondent banks. The Bank is currently
in the process of implementing a major programme to centralize
its payments operations

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Mutual Funds

Diethniki Mutual Fund Management S.A. (referred
to in this Annual Report as Diethniki) is 100% owned
by Group companies and is active in the field of investment
products. Diethniki manages 20 mutual funds, which are made
available to the Groups customers through the Banks
extensive branch network.

In April 2001, Diethniki began offering a new
group of mutual fund products, known as Delos Portfolio Funds.
The Delos Portfolio Funds offer a combination of convenience and
international investment diversification by allowing our mutual
fund customers to invest in an entire portfolio of mutual funds
with a single investment decision. There are four portfolios,
each designed to be appropriate to the investment needs of one
of four risk-tolerance profiles ranging from most conservative
to most aggressive. With guidance from our front-office staff,
investors choose one of four investment profiles, based on their
appetite for risk and their investment horizon, and select the
portfolio of mutual funds that is most closely designed to meet
their individual investment goals.

The Bank and Diethniki have been marketing
open-ended mutual fund products of the Banks subsidiaries
to the Greek public since the end of 2001. These products are
comprised of NBG International Funds SICAV and NBG Synesis
SICAV, which include umbrella funds that offer a broad range of
investment options in equities, bonds and money market
instruments. At the end of 2003, Diethniki held approximately a
25.3% share of the Greek mutual funds market according to the
Association of Greek Institutional Investors although this
increased to 25.6% as at March 31, 2004 (based on publicly
available information).

The total value of the funds we have managed
since 1999 is illustrated in the chart below:

Total Value of Funds Managed by the
Group

(TOTAL VALUE OF FUNDS MANAGED BY THE GROUP)

Diethnikis funds under management increased
by 81.5% from
4.2 billion
as at December 31, 2002, to
7.7 billion
as at December 31, 2003. This significant growth was due,
in part, to initiatives taken by the Group resulting in a
reduction in time deposits and repos as investors moved towards
NBGs mutual funds, in particular money market funds. In
2003, we launched an integrated fund management system for
pension funds and, more generally, institutional investors. The
Group today manages two such institutional portfolios: the
TAP-OTE pension fund and IKA mutual fund assets.

Similarly, we sought to boost mutual funds sales
and stepped up staff training for purpose. The Sales Promotion
Center, which was launched in 2002, has provided support for the
sales networks, dealing with an average of 1,000 telephone
queries daily.

In addition, we upgraded our operational systems.
For instance, we have launched Bloombergs Portfolio Order
Management System so that customers can monitor their portfolios
more effectively.

Furthermore, NBG broadened its Delos brand mutual
funds product range from 16 to 20. NBG also launched five new
mutual funds, which invest their funds in international
securities, offering greater diversification and the potential
for higher returns.

33



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The favorable growth environment for asset
management operations, alongside our marketing strategy, led to
the expansion in the Delos client base by 18,000 unit holders,
bringing their total number to approximately 200,000. As a
result, we increased our market share in mutual fund management
by 8.6% to 25.3% as at December 31, 2003.

National Investment Company S.A., a subsidiary of
the Bank manages a portfolio comprising Greek shares, units in
foreign mutual funds, Greek government bonds and treasury bills,
foreign securities and domestic and foreign short-term money
market investments. As at December 31, 2003, National
Investment Company S.A. had
182.8 million
in assets.

Private Banking

Our private banking activities aim to provide
high net worth clients with top quality services. To this end we
operate specialized private banking units in Athens,
Thessaloniki and London.

In 2003, the foundations were laid for the
operation of the new private banking units, with a view to
providing our clients with more integrated services. At the
beginning of the year, we set up a unit in Athens, where
customers can conduct all their business. In June 2003, we
launched our International Private Banking unit in London, which
offers a broad range of investment products and services. Our
Thessaloniki unit has been operating since the end of 2003, with
a view to serving the residents of Greeces second largest
city and the rest of northern Greece. The Thessaloniki unit is a
pilot unit that may lead to the launch of similar units at other
locations in Greece.

To support our private banking operations we have
set up a new computing system known as IMS Plus, which is
capable of monitoring the performance of all the investment
products in a customers portfolio. We are also in the
final stages of launching an application that will enable
customers to view their portfolios via the internet.

Treasury Activities

The Bank and each of its banking subsidiaries
carry on their own treasury activities. These activities include:



| |   |                                                                               
| | - | ------------------------------------------------------------------------------
| |  | Greek government securities trading;                                          
|
| |  | foreign exchange trading;                                                     
|
| |  | interbank trading in euro and other currency
    deposits;                    
|
| |  | foreign exchange forwards trading;                                            
|
| |  | repurchase agreements;                                                        
|
| |  | corporate bonds; and                                                          
|
| |  | derivative products, such as options and interest
    rate and currency swaps.

In general, the Bank and its subsidiaries enter
into derivatives transactions for hedging purposes or in
response to specific customer requirements. The Bank also trades
actively on a proprietary basis, primarily in euro-denominated
Greek government securities, and to a lesser extent, in the spot
foreign exchange market. In recent years, the Banks
treasury-related activities have represented a significant
source of revenues. In 2003, total turnover for foreign exchange
trading and money market transactions by the Banks central
dealing room in Athens was
92.4 billion
and
590.4 billion,
respectively.

In addition, our dealing rooms promote and
provide treasury products and services world-wide. Our principal
dealing rooms are located in Athens, New York and London. The
Banks dealing rooms in Athens and London have extended
trading hours which allow enhanced coverage and coordination
between rooms. We also operate small dealing rooms in Sofia,
Bucharest, Cairo, Montreal and Skopje. In addition, we have a
dealing room in Thessaloniki to provide coverage of our clients
in northern Greece.

34



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The Bank is active in primary and secondary
trading of Greek government securities, as well as in the
international euro bond market. The Bank is a founding member of
the Group of Greek Government Securities Primary Dealers which
was established by the Bank of Greece in early 1998. See
Business Overview  Investment Banking and
Brokerage Services in this Item 4.B.

Other Financial and Related Services

We also offer a wide range of other financial and
related services directly through the Bank and indirectly
through specialised subsidiary companies. These services include:



| |   |                                          
| | - | -----------------------------------------
| |  | leasing;                                 
|
| |  | factoring;                               
|
| |  | consulting and professional training; and
|
| |  | real estate management and warehousing.  

Leasing

We began leasing activities in 1990 through our
subsidiary, Ethniki Leasing S.A. Ethniki Leasing is active in
the leasing of land and buildings, machinery, transport
equipment, furniture and appliances, and computer and
communications equipment. The company had assets of
301.7 million
as at December 31, 2003 and revenues of
14.1 million
as at the same date. Another Group company, Interlease a.d.,
provides leasing services in Bulgaria through its branch in
Sofia. As at December 31 2003, Interlease had assets of
57.2 million
and revenues of
4.9 million.

Factoring

We have been offering factoring services since
1996, including domestic factoring services such as debt
collection, management and account monitoring and advancing of
funds for companies outstanding claims. Internationally,
we offer export credit, credit risk coverage, monitoring
services, management and debt collection services. Factoring
services are provided through the Banks corporate credit
centers, which comprise a specialized division of the Bank. The
Banks corporate credit centers also provide lending
services to small- and medium-sized enterprises, offering a
synergistic complement of services to these clients.

Consulting and Professional
Training

Business consultancy services are available
through Planet S.A., a business consultancy firm based in Athens
in which the Bank holds a 31.7% stake.

Ethnodata S.A., also a Group company, provides
training and development in the area of information systems and
software primarily to other companies in the Group. Ethnodata
also provides IT consultancy services within the Group and to
third parties. In addition, the Bank runs a training center for
banking skills for employees of the Bank as well as other banks
in Greece and abroad. The Banks training center offers
training courses and participates in programs funded by the EU.

Real Estate Management

The Bank currently owns 1,836 real estate units
as at December 31, 2003, 1,242 of which are buildings the
Bank acquired for its own business purposes or through seizure
of collateral on loan foreclosures. In addition, Ethniki
Kefalaiou S.A., a wholly-owned subsidiary of the Bank that is
engaged in asset and liability management, including asset
liquidation, manages 94 properties with an aggregate book value
of
36.0 million
as at December 31, 2003. Most of these properties have been
bought in recent years from the Bank, which acquired them on
realization of collateral under non-performing loans. In line
with our strategy of streamlining our activities, we intend to
continue to dispose of certain non-core real estate holdings
through Ethniki Kefalaiou S.A. For the year ended
December 31, 2003, proceeds from the sale of land and
buildings by the Bank and Ethniki Kefalaiou amounted to
approximately
46.1 million.

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We have consolidated the remaining assets in our
real estate portfolio that are unrelated to our principal
financial services businesses into National Real Estate, which
we anticipate will improve the management of our real estate
portfolio through economies of scale and will facilitate our
profitable development of those properties. See Item 4.D,
Property, Plants and Equipmentfor general
information regarding our real estate holdings and
Item 4.A, History and Development of the
Company for information regarding our principal real
estate divestitures in recent years.

International Operations

We operate, as a group, in 18 countries on four
continents. Our international network comprises 288 banking
units outside Greece, which offer traditional banking services
and financial products and services. The Bank has seven
commercial banking subsidiaries in seven countries including
Stopanska Banka, based in Skopje in the Former Yugoslav Republic
of Macedonia, United Bulgarian Bank, with its headquarters in
Sofia, Bulgaria and Banca Romaneasca SA based in Bucharest,
Romania. In October 2003, the Bank acquired 81.65% of Banca
Romaneasca. Banca Romaneasca is a bank with 25 branches in
Romania that specializes in servicing small- and medium-sized
enterprises. A further 9.21% of Banca Romaneascas share
capital was acquired in March 2004.

At the end of 2003, we operated twelve branches
in Serbia-Montenegro and established two more branches in that
country during the first three months of 2004 in keeping with
our plan of gradual and strategic expansion in the Balkans. We
intend to increase our presence in the Balkans by establishing
one more branch in Serbia-Montenegro, and three more branches in
Albania by the end of 2004. We are also planning to establish
one more branch in Egypt.

We have also in recent years expanded our
operations in the United States through selective acquisitions.
In May 2002, we acquired Yonkers Financial Corporation, a
NASDAQ-listed bank, which specialized in retail banking and
mortgage loans with nine branches in New York State. In November
2003, we acquired the New York branch of Allied Irish Bank,
which specialized in retail banking as well. These acquisitions,
made through Atlantic Bank of New York (referred to in this
Annual Report as ABNY), a subsidiary of the Bank,
enabled the Group to expand its branch network (through ABNY)
and customer base and to enhance its services to small and
medium-sized enterprises.

Our international banking operations include a
wide range of traditional commercial banking services, such as
extensions of commercial and retail credit, trade financing,
foreign exchange and taking of deposits. In addition, we offer
shipping finance, investment banking and brokerage services
through certain of our foreign branches and subsidiaries.

As at December 31, 2003, the Banks
international activities (exclusive of overseas subsidiary
companies) accounted for 9.1% of its total assets. The total
assets attributable to the Banks international operations
as at December 31, 2003 were
4,314 million
(a 23% decrease from
5,605 million
at December 31, 2002). In 2003, 24.0% of the Banks
net profit (before taxes and provisions) was derived from
international operations. The Groups total profit (before
taxes and provisions) attributable to international operations
decreased by 29.01% in 2003, from
197.3 million
in 2002 to
139.9 million.

Our presence abroad has tended to center on areas
with strong concentrations of Greek immigrants to whom we
provide traditional banking services. Our policy, going forward,
is to rationalize our international network and to focus on the
Banks regional strength in southeastern Europe. We intend
to expand our presence in growth areas and develop, in
particular, our wholesale banking business, by targeting major
financial centers to which we can offer Greek and Balkan risk.
Our retail banking presence in some geographic areas may only be
justified by our success in niche markets in which we have the
ability to exploit competitive advantages.

The primary focus of our expansion efforts is in
the Balkan region where we believe there is opportunity for
growth as a result of the deregulation and the gradual
development of those markets. The Bank already offers commercial
banking services to selected customers in the region through its
branches in Albania, Bulgaria, Serbia-Montenegro and Romania. We
intend to build on these efforts by introducing a full range of
financial products and services in the Balkan region as these
markets develop.

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Our international network is described below:

National Bank of Greece S.A.: Foreign
Branches

The Bank currently has 27 foreign branches in ten
countries including one in the United Kingdom, one in Guernsey,
one in Germany, 20 in the Balkans, one in the Netherlands, one
in France, one in Cyprus and one in Egypt. Additionally, it has
four overseas representative offices (one in Europe, two in
Australia and one in Turkey). The London branch principally
serves large corporate and shipping clients and also conducts
treasury activities for the Group. The majority of assets and
loans of the Bank attributable to its foreign branches are held
in London. The Bank believes that the Balkans represent a
significant growth area for its international operations. Due to
its close proximity to, and familiarity with, the region, the
Bank believes it will enjoy significant competitive advantages
in the Balkans over other foreign and other Greek banks.
Currently, the Banks Balkan branches lend primarily to
certain of the Banks established Greek corporate clients
operating in those countries, but also to certain local
corporate clients that have significant liquid assets and other
collateral. As part of our effort to rationalize and restructure
our international operations, our subsidiary bank in France, BNG
France, was absorbed by the Bank, and we now operate in France
through a branch in Paris. In February 2003, we closed our
branches in Dusseldorf and Munich.

The table below provides certain financial
information of the Banks foreign branches as at and for
the year ended December 31, 2003, on a total basis before
consolidation adjustments:

The Banks Foreign Branches

|                                             |  |               |       |               |  |  |       | 
|-------------------------------------------- |  | ------------- | ----- | ------------- |  |  | ----- | 
|                                             |  | EUR           |       | US$(1)       
|                                             |  |               |       |              
|                                             |  | (in millions) |       | (in millions)
|Total Assets                                 |  |               | 4,314 |               |  |  | 5,181 | 
|Net Loans                                    |  |               | 1,874 |               |  |  | 2,251 | 
|Total Deposits                               |  |               | 1,754 |               |  |  | 2,106 | 
|Profits/(Losses) Before Taxes and Provisions |  |               | 82    |               |  |  | 98    | 






|    |                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Solely for convenience of the reader the
    translation of euro into U.S. dollars has been made at the
    Noon Buying Rate of US$1.00 =
    0.8327 on
    May 21, 2004.

The table above relates solely to the Banks
foreign branches and not to the branches of the Banks
foreign subsidiaries.

Atlantic Bank of New York

Atlantic Bank of New York (also referred to as
ABNY) is a full-service commercial bank which provides
commercial and retail banking services. ABNY has
23 branches and conducts the majority of its business from
offices in the metropolitan New York City region and to a lesser
extent from two locations in the Boston, Massachusetts area.
ABNY also owns seven subsidiary companies: A.B. Global
Corp., Atlantic 960 Corp., Atlantic Financial Services
Inc., Gramercy Leasing Services Inc., Beta Investments Inc.
(which wholly owns Omega Commercial Mortgage Corp.), Standard
Funding Corp. (which wholly owns Standard Funding of California,
Inc.), and Yonkers Financial Services Corp. In May 2002, ABNY
acquired Yonkers Financial Corporation, a NASDAQ-listed bank
specializing in retail banking and mortgage lending, with a view
to enhancing its services to small- and medium-sized entities
and expanding its customer base. The integration of Yonkers
Financial Corporation into ABNY was completed during 2003. The
Banks continued growth activity is highlighted by the
acquisition and integration of the New York branch of Allied
Irish Bank (AIB) on Park Avenue. ABNY purchased the loans and
assumed the liabilities of the retail banking business of AIB,
which focused on providing commercial banking services to small
and mid-size businesses, not-for-profit organizations,
professionals and business owners, as well as their employees
and customers. ABNY also opened two new branches in Manhattan.
These branch expansion initiatives position ABNY to both capture
additional banking business from existing clients and to further
penetrate the highly competitive New York market area where

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ABNY already ranks among the top 20 commercial
banks. Certain financial information with respect to ABNY as at
and for the year ended December 31, 2003 is provided in the
table below:


ABNY

|                                             |  |               |       | 
|-------------------------------------------- |  | ------------- | ----- | 
|                                             |  | US$          
|                                             |  |              
|                                             |  | (in millions)
|Total Assets                                 |  |               | 3,098 | 
|Net Loans                                    |  |               | 1,209 | 
|Total Deposits                               |  |               | 1,830 | 
|Profits/(Losses) Before Taxes and Provisions |  |               | 46    | 






| | 
| | 
| | 

National Bank of Greece
(Canada)

National Bank of Greece (Canada) (referred to in
this Annual Report as NBG Canada) has its
headquarters in Montreal and has ten branches across Canada as
well as one wholly-owned subsidiary, NBG Securities, Inc., which
is involved in the distribution of mutual funds. NBG Canada
offers a wide range of commercial and retail banking services
focused on real estate financing. NBG Canada also engages in
primary and secondary trading of Greek Government securities,
other sovereign bonds and equity securities. In 2002, NBG Canada
installed the Globus system, a well-established full-range
banking application. Certain financial information with respect
to NBG Canada as at and for the year ended December 31,
2003 is provided in the table below:

NBG Canada

|                                             |  |               |     |               |  |  |     | 
|-------------------------------------------- |  | ------------- | --- | ------------- |  |  | --- | 
|                                             |  | Canadian      |     |              
|                                             |  | dollars       |     | US$(1)       
|                                             |  |               |     |              
|                                             |  | (in millions) |     | (in millions)
|Total Assets                                 |  |               | 543 |               |  |  | 395 | 
|Net Loans                                    |  |               | 447 |               |  |  | 325 | 
|Total Deposits                               |  |               | 475 |               |  |  | 346 | 
|Profits/(Losses) Before Taxes and Provisions |  |               | 7   |               |  |  | 5   | 






|    |                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Solely for the convenience of the reader, the
    translation of Canadian dollars into U.S. dollars has been
    made at the Noon Buying Rate of US$1.00 = 1.3734 Canadian
    dollars as at May 21, 2004.

The South African Bank of Athens
Ltd.

The South African Bank of Athens Limited
(referred to in this Annual Report as SABA) has
12 branches across South Africa, primarily in urban centers
with substantial Greek ethnic populations. SABA offers
traditional commercial and retail banking services, with
particular emphasis on retail and commercial banking services
for the Greek immigrant community. In 2003, SABA focused on
developing its electronic banking platform, which resulted in
internet banking being rolled out that year. SABA continues to
pursue many other electronic banking initiatives. It is
anticipated that by the latter part of 2004 the range of
electronic banking services available to clients will increase
significantly, such as ATM cards, debit cards and electronic
cheque book, which provides a business-focused electronic third
party payment and electronic payroll system. Certain

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financial information with respect to SABA as at
and for the year ended December 31, 2003 is provided in the
table below:


SABA

|                                             |  |               |     |               |  |  |    |  
|-------------------------------------------- |  | ------------- | --- | ------------- |  |  | -- | -
|                                             |  | South         |     |              
|                                             |  | African rand  |     | US$(1)       
|                                             |  |               |     |              
|                                             |  | (in millions) |     | (in millions)
|Total Assets                                 |  |               | 514 |               |  |  | 76 |  
|Net Loans                                    |  |               | 386 |               |  |  | 57 |  
|Total Deposits                               |  |               | 447 |               |  |  | 66 |  
|Profits/(Losses) Before Taxes and Provisions |  |               | (12 | )             |  |  | (2 | )






|    |                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Solely for the convenience of the reader, the
    translation of South African rand into U.S. dollars has
    been made at the Noon Buying Rate of US$1.00 = 6.7500 South
    African rand as at May 21, 2004.

National Bank of Greece (Cyprus)
Ltd.

The National Bank of Greece (Cyprus) Ltd.
(referred to in this Annual Report as NBG Cyprus)
has 25 branches, six foreign exchange bureaus and 19 ATMs
located across southern Cyprus, including its headquarters in
Nicosia. NBG Cyprus provides a wide range of commercial and
retail banking services, with particular focus on the tourist
industry. The increased number of customers and the growth of
its loans and deposits portfolio reflect the expansion of NBG
Cyprus customer base through the introduction of new
mortgage and retail credit products and the increase in its
number of ATMs from nine at December 31, 2001 to 19 as at
the same date in 2003. As a result, NBG Cyprus was able to
improve its profitability and increase its local market share
during the course of 2003. Certain financial information with
respect to NBG Cyprus as at and for the year ended
December 31, 2003 is provided in the table below:

NBG Cyprus

|                                             |  |               |     |               |  |  |       | 
|-------------------------------------------- |  | ------------- | --- | ------------- |  |  | ----- | 
|                                             |  | Cyprus pounds |     | US$(1)       
|                                             |  |               |     |              
|                                             |  | (in millions) |     | (in millions)
|Total Assets                                 |  |               | 514 |               |  |  | 1,201 | 
|Net Loans                                    |  |               | 386 |               |  |  | 902   | 
|Total Deposits                               |  |               | 454 |               |  |  | 1,061 | 
|Profits/(Losses) Before Taxes and Provisions |  |               | 7   |               |  |  | 16    | 






|    |                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Solely for the convenience of the reader, the
    translation of Cyprus pounds into U.S. dollars has been
    made at the rate of US$1.00 = 0.4278 Cyprus pounds
    determined by reference to the fixing rate as announced by the
    Cyprus central bank as at May 21, 2004.

Stopanska Banka A.D.

In April 2000, we acquired 65.0% of Stopanska
Bankas share capital and have subsequently increased our
interest to 71.2% of the total common voting shares of the Bank.
Stopanska Banka is a universal bank, headquartered in Skopje and
registered in the Former Yugoslav Republic of Macedonia, that
provides payment transfers, credit and deposit-taking services
in its home country and abroad. Stopanska Banka operates
domestically and is the largest bank in the Former Yugoslav
Republic of Macedonia, with 25 branches, which in turn manage 27
sub-branches, pursuant to Stopanska Bankas branch network
reorganization during 2003. As part of its reorganization and
restructuring process, Stopanska Banka continued with the second
phase of the installation of the Globus system (for corporate
lending) while the whole project is expected to be completed in
2005. In 2003, we completed the installation of an enterprise
resource planning system, created by SAP, in order to support
Stopanskas financial accounting systems. Stopanska Banka
aims to continue improving its loan

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##### Table of Contents



portfolio with further write-offs and targeting
highly credit-worthy customers. Certain financial information
with respect to Stopanska Banka as at and for the year ended
December 31, 2003 is provided in the table below:


Stopanska Banka

|                                             |  |               |        |               |  |  |     | 
|-------------------------------------------- |  | ------------- | ------ | ------------- |  |  | --- | 
|                                             |  | Macedonian    |        |              
|                                             |  | denars        |        | US$(1)       
|                                             |  |               |        |              
|                                             |  | (in millions) |        | (in millions)
|Total Assets                                 |  |               | 28,029 |               |  |  | 544 | 
|Net Loans                                    |  |               | 8,271  |               |  |  | 160 | 
|Total Deposits                               |  |               | 23,305 |               |  |  | 452 | 
|Profits/(Losses) Before Taxes and Provisions |  |               | 334    |               |  |  | 6   | 






|    |                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Solely for the convenience of the reader the
    translation of Macedonian denars into U.S. dollars has been
    made at the fixing rate as announced by the central bank of the
    former Yugoslav Republic of Macedonia of US$1.00 = 51.5400
    Macedonian denars as at May 21, 2004.

United Bulgarian Bank

We acquired 89.9% of the share capital of United
Bulgarian Bank (referred to in this Annual Report as
UBB) in July 2000. UBB is a commercial bank with
headquarters in Sofia, which provides retail, commercial and
corporate finance services in Bulgaria. In 2003, UBB continued
developing its branch network by opening 6 new units and 2
offices in large commercial chains. At the end of 2003,
UBBs distribution network included 112 units (37 branches,
64 sub-branches and 11 offices in large commercial chains). As
compared to 2002, UBB recorded a 52.6% growth in its loan
portfolio, as a result of nearly 31% growth of corporate loans
and an increase of more than 160% in retail loans at the end of
2003. UBBs market share was 11.2% and 13.8% for corporate
and retail loans, respectively. During 2003, UBB maintained its
market share in deposit base (11.2%) both in Bulgarian leva and
foreign currency deposits. UBB operates approximately 328 ATMs
(with a market share of approximately 28%) and 1,097 POS
terminals in Bulgaria, which represents a market share of
approximately 33%. In January 2003, UBB launched the first
credit card in Bulgaria, with its market share reaching 54% at
the end of the year. UBBs management estimates that it
also holds a 20% market share with respect to debit cards in
Bulgaria. Standard & Poor affirmed the BB long-term and
B short-term ratings of the Bank and improved its outlook to
positive from stable. In addition, Fitch raised the long-term
rating to BB+ from BB, whereas the outlook remains positive. UBB
works closely with Interlease, the Banks leasing
subsidiary, and the Banks branch in Sofia for the
development of the Groups plans in the Balkans.

UBB

|                                             |  |               |       |               |  |  |       | 
|-------------------------------------------- |  | ------------- | ----- | ------------- |  |  | ----- | 
|                                             |  | Bulgarian     |       |              
|                                             |  | leva          |       | US$(1)       
|                                             |  |               |       |              
|                                             |  | (in millions) |       | (in millions)
|Total Assets                                 |  |               | 1,792 |               |  |  | 2,548 | 
|Net Loans                                    |  |               | 1,034 |               |  |  | 1,470 | 
|Total Deposits                               |  |               | 1,476 |               |  |  | 2,098 | 
|Profits/(Losses) Before Taxes and Provisions |  |               | 71    |               |  |  | 101   | 






|    |                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Solely for the convenience of the reader, the
    translation of Bulgarian leva into U.S. dollars has been
    made at the rate of US$1.00 = 1.4217, the fixing rate as
    announced by the Bulgarian central bank as at May 21, 2004.

Banca Romaneasca SA

Banca Romaneasca is a universal bank, which
provides a wide range of retail, and corporate banking services
in Romania, primarily dedicated to the financing of small and
medium sized companies. We became Banca Romaneascas main
shareholder in October 2003, with an initial share holding of
81.65%. Our participation was increased to 90.87% in March 2004.
At the end of 2003, Banca Romaneasca had a countrywide
distribution network consisting of 25 banking units. It
currently operates a network of 26 ATMs, and was the first

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Bank in Romania to provide Western Union
services. Money transfer operation begun in 1996 and by the end
of 2003 Banca Romaneasca was providing money-transfer services
in 176 locations across the country.


Banca Romaneasca

|                                             |  |               |           |               |  |  |     | 
|-------------------------------------------- |  | ------------- | --------- | ------------- |  |  | --- | 
|                                             |  | Romanian      |           |              
|                                             |  | lei           |           | US$(1)       
|                                             |  |               |           |              
|                                             |  | (in millions) |           | (in millions)
|Total Assets                                 |  |               | 6,475,654 |               |  |  | 132 | 
|Net Loans                                    |  |               | 3,436,373 |               |  |  | 70  | 
|Total Deposits                               |  |               | 4,102,910 |               |  |  | 84  | 
|Profits/(Losses) Before Taxes and Provisions |  |               | 292,961   |               |  |  | 6   | 






|    |                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Solely for the convenience of the reader, the
    translation of Romanian lei into U.S. dollars has been made
    at the rate of US$1.00 = 48,861.0183, the fixing rate as
    announced by the Romanian central bank as at May 21, 2004.

Non-Banking Subsidiaries

NBG Venture
Capital S.A.,a Greek company
wholly-owned by the Bank, is a leading Greek private equity and
venture capital firm pursuing investment opportunities across
industries, primarily in Greece and the broader southeastern
European region. NBG Venture Capital currently manages or
advises the following private equity and venture capital funds:

NBG Greek Private Equity
Fund LP,an English limited
partnership, was established in February 2004 with a capital
commitment of
20 million
from the Bank. NBG Greek Private Equity Fund aims to invest in
the equity or equity-related capital of unquoted and certain
quoted companies spanning development capital,
recapitalizations, buy-outs and buy-ins with or without
leverage. NBG Greek Private Equity Fund will seek to invest in
companies operating in Greece. It may also decide to invest in
companies operating outside of Greece.

NBG Emerging Europe Fund
LP,an English limited
partnership, was established in 2002 with a capital commitment
of
30 million
from the Bank. NBG Emerging Europe Fund is the successor fund to
NBG Balkan Fund, which transferred at cost (i.e., about
4 million)
two out of its three investments to NBG Emerging Europe Fund.
NBG Emerging Europe Fund aims to invest in the equity or
equity-related capital of unquoted and certain quoted companies
operating in countries in Central and Eastern Europe, with a
strong focus on Balkan countries. After exiting one of its two
investments in November 2003, the invested capital of NBG
Emerging Europe Fund amounted to about
1.4 million
at the end of 2003. In the meantime, an additional investment of
15 million
was signed in February 2004 and is in the final stages of
closing.

NBG Technology
LP,an English limited
partnership, was established in 2001 with capital commitments of
60 million,
out of which the Bank has committed
30 million.
NBG Technology aims to invest primarily in the equity or
equity-related capital of unlisted small- and medium-sized
enterprises operating in the sectors of technology, media and
telecommunications throughout Europe, with a strong focus on
Greece. At the end of 2003, the invested capital of NBG
Technology amounted to about
4.5 million.

NBG Greek Fund
Limited,a Cypriot company
currently wholly owned by the Bank, was established in 1998 with
committed capital of about
44 million.
The scope of NBG Greek Fund was to invest primarily in rapidly
growing Greek companies. NBG Greek Private Equity Fund is the
successor fund to NBG Greek Fund, which is currently in the
process of reducing its committed capital down to
15 million
and divesting its current holdings which, at the end of 2003,
had an estimated market value of about
8 million.
NBG Greek Fund is the vehicle through which the Bank has made a
4.4 million
investment in Innovative Enterprises S.A. (i-ven), a
business incubator.

NBG Balkan Fund
Limited,a Cypriot company
currently wholly owned by the Bank, was established in 1998 with
committed capital of about
14.7 million.
NBG Emerging Europe Fund is the successor fund to NBG Balkan
Fund, which is currently in the process of being liquidated and
returning its capital to NBG after having

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transferred at cost two out of its three
investments to NBG Emerging Europe Fund (with the third one in
the process of being transferred to NBG Greek Fund).


National Development Company of Northern
Greece,a Greek fund, was
established in 1998 with committed capital of about
7 million.
The company aims to invest in non-listed Greek enterprises. The
Banks commitment to the capital of the company is about
3.8 million.
At the end of 2003 the invested capital of the company amounted
to about
3 million.
In the meantime, the company sold one of its participations in
the beginning of 2004, with the remaining invested capital
amounting to about
1.8 million.

NBG Venture Capital also monitors the
$15 million capital commitment made by NBG to Turkish
Private Equity Fund I, a Guernsey limited partnership which
was established in 2002 with total capital commitments of about
$44 million. NBG Venture Capital is represented on the
advisory board and the investment committee of Turkish Private
Equity Fund, which aims to make equity or equity-related
investments in companies which are incorporated or whose
business operations are primarily in Turkey. At the end of 2003,
Turkish Private Equity Fund had made one investment of
$3.5 million.

NBGI Private Equity

NBGI Private Equity Limited, a subsidiary of NBG
International Limited, manages the following private equity
funds, all situated in London: NBG Technology LP, with an
initial capitalization of
60 million,
investing in early stage investments in Information Technology,
Telecommunications and New Media throughout Europe, with a
strong emphasis on Greek technology; NBG Private Equity Fund LP,
with an initial capitalization of
100 million,
investing in small to mid-size traditional economy
companies, with a geographic investment focus on the UK and
continental Europe; NBG Emerging Europe Fund LP, with an initial
capitalization of
30 million,
investing in companies in Central and Eastern Europe (with a
focus on Balkan countries), the former Soviet Union, Cyprus and
other emerging markets and NBG Real Estate Fund LP, with an
initial capitalization of
30 million,
investing in real estate, or companies whose principal
activities are related to real estate, in Greece and Europe.

Interlease A.D.

Interlease provides leasing services in Bulgaria
through its branch in Sofia, Bulgaria. The company offers
primarily industrial equipment leasing services. As at
December 31, 2003, Interlease had assets of
57.2 million
and revenues of
4.9 million.
In 2003, Interlease saw a substantial growth in assets,
reflecting the growth and the quality improvement in its leasing
portfolio. In keeping with our cross-selling strategy,
Interlease markets its leasing services in Bulgaria to customers
of UBB and of the Banks branch in Sofia. Interlease also
operates a subsidiary company named Interlease Auto.

ETEBA Bulgaria

ETEBA Bulgaria is our investment banking
subsidiary based in Sofia, Bulgaria, which commenced its
operations at the end of 1999. ETEBA Bulgarias investment
banking activities include financial consultancy services for
privatizations, as well as for acquisitions and mergers,
brokerage services for shares listed on the Sofia Stock Exchange
and financial analysis for selected companies and sectors. Its
operations are centered in the city of Sofia. The company is
currently in the process of liquidation.

ETEBA Romania

ETEBA Romania, formerly named S.C. Top Invest
S.A., is our investment banking subsidiary in Romania. ETEBA
Romanias investment banking activities include buying and
selling securities for the account of clients, placing the
distribution of securities under primary or secondary offerings,
providing consultancy and brokerage services, and managing
individual portfolio accounts of clients. Its operations are
centered in the city of Bucharest.

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ETEBA Venture Capital
Management

ETEBA Venture Capital Management was established
in 1998 and is based in Nicosia, Cyprus. It is active in the
management of two funds: ETEBA Emerging Market Fund and ETEBA
Estate Fund, which are organized in Cyprus. The company is
currently in the process of liquidation.

Insurance

We provide insurance services primarily through
one of our subsidiaries, Ethniki Hellenic General Insurance
Company S.A., which we refer to as EH. EH offers
life, accident, and health insurance for both individuals and
groups, and fire, calamity, credit, car, ship, plane and cargo
insurance. We believe that through the consolidation and
rationalization of our insurance operations, we will be able to
meet the demands of the increasingly competitive and deregulated
Greek insurance market.

EH provides insurance products through 58
domestic branches, 124 agencies with 3,000 insurance consultants
and 1,330 domestic independent insurance agents. In addition, we
intend to increase sales of EHs insurance products to
consumers through the Banks extensive branch network. We
have continued to maintain our position in Greece as the largest
provider of non-life insurance products, the second largest
provider of life insurance products and the largest in overall
insurance in Greece. At year-end 2002, the last period for which
data is currently available, our domestic market shares for
non-life and life insurance products were 20% and 17%,
respectively, based on statistics provided by the Association of
Insurance Companies in Greece. In the first quarter of 2003, EH
increased its share capital by
60.2 million
in order to enhance its solvency margin.

To facilitate EHs expansion and further
boost its profitability, we have developed new products, such as
unit-linked, motor vehicle and health insurance products.
Moreover, with a view towards expansion in southeastern Europe,
EH has established two Cypriot subsidiaries in collaboration
with NBG Cyprus that are active in the life and general
insurance sectors. EH is also operating in Romania, where it
holds a 72.6% share in Societate Comerciala de Asigurare
Reasigurare Eleno-Romana Garanta S.A.

The tables below show the total revenues and
assets, respectively, of EHs insurance operations as at
and for the years ended December 31, 2001, 2002 and 2003.

Total Insurance Operations Income

(BAR GRAPH OF TOTAL INSURANCE OPERATIONS INCOME)

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Total Insurance Assets

(BAR GRAPH OF TOTAL INSURANCE ASSETS)

We also provide insurance services through
another of our subsidiaries, NBG Bancassurance Company. NBG
Bancassurance Company acts as an agent in conjunction with our
mortgage lending operations by providing intermediation services
between our mortgage customers and insurance underwriters. NBG
Bancassurance Company assumes no insurance underwriting risk
itself. As at December 31, 2003, NBG Bancassurance had
assets of
7.8 million
and revenues of
2.8 million.

The Greek insurance market is the least mature in
the EU and we consider this market to have strong growth
potential. Since 1993, the Greek insurance market has become
significantly more competitive due to deregulation. This
deregulation resulted from the implementation of EU directives
intended to harmonize the insurance industry in the EU; these
directives have opened the market by eliminating tariffs and
permitting the provision of insurance services throughout the
EU. In addition, these regulatory changes have liberalized
certain technical requirements regarding supervisory powers,
technical reserves, generation of statistical data and
co-insurance. Because this deregulation has brought increased
competition, it has forced many smaller insurance companies out
of business. We believe that, in the future, the Greek insurance
market will be serviced by a small number of large,
adequately-capitalized and efficiently run insurance providers,
such as EH within the NBG Group. We also anticipate that
proposed changes to the Greek pension system may, if adopted,
provide new opportunities for the private insurance sector in
Greece.

The increased competition in the Greek insurance
market has resulted in lower insurance premiums and,
consequently, lower operating margins. We are responding to
these pressures by:



| |   |                                                                                                                                                                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | improving the range and flexibility of our
    products and services;                                                                                                                                                               
|
| |  | introducing new pension and health insurance
    products;                                                                                                                                                                          
|
| |  | improving our sales network;                                                                                                                                                                                                        
|
| |  | selectively developing our presence in the region
    of southeastern Europe and the Mediterranean; and                                                                                                                             
|
| |  | more effectively managing losses in the
    automobile and health insurance sectors, reducing the loss
    ratio, adjusting our pricing policy and, more generally,
    reducing our operating costs by streamlining our activities.

Significant Equity Method
Participations

Our equity method investment portfolio includes
participations in Greek corporations that were acquired through
various means, including:



| |   |                                                                      
| | - | ---------------------------------------------------------------------
| |  | direct investment;                                                   
|
| |  | debt-for-equity swaps under old legislation
    (since repealed); and
|
| |  | foreclosure proceedings on unpaid loans.                             

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The following table sets out equity
participations with percentage holding in excess of 20% but less
than 50% at December 31, 2003.

|     |  |                                                  |  |                   |      |               |  |                  |         |               |  |                  |         |     |  |  |         |     |  |  |         |    
|---- |  | ------------------------------------------------ |  | ----------------- | ---- | ------------- |  | ---------------- | ------- | ------------- |  | ---------------- | ------- | --- |  |  | ------- | --- |  |  | ------- | ---
|     |  |                                                  |  |                  
|     |  |                                                  |  | December 31, 2003
|     |  |                                                  |  |                  
|     |  |                                                  |  | % Interest        |      |               |  |                 
|     |  | held by                                          |  | Reported          |      | Market       
|Name |  | Group                                            |  | book value(1)     |      | Value(2)     
|     |  |                                                  |  |                   |      |              
|     |  |                                                  |  | (EUR              |      | (US$          |  | (EUR             |         | (US$         
|     |  |                                                  |  |                   |      | in thousands) |  | in thousands)(3) |         | in thousands) |  | in thousands)(3)
|1.   |  | AGET Heracles  General Cement S.A.
    (listed) |  |                   | 26.3 |               |  |                  | 147,399 | (4)           |  |                  | 177,013 | (4) |  |  | 147,399 | (4) |  |  | 177,013 | (4)
|2.   |  | Siemens Industrial S.A. (not listed)             |  |                   | 30.0 |               |  |                  | 16,450  |               |  |                  | 19,755  |     |  |  | n/a     |     |  |  | n/a     |    
|3.   |  | Larko Metallurgical S.A. (not listed)            |  |                   | 36.4 |               |  |                  |        |               |  |                  |        |     |  |  | n/a     |     |  |  | n/a     |    
|4.   |  | Phosphate Fertilizers Industry S.A. (not listed) |  |                   | 24.2 |               |  |                  | 31,480  |               |  |                  | 37,805  |     |  |  | n/a     |     |  |  | n/a     |    
|5.   |  | Planet S.A. (not listed)                         |  |                   | 31.7 |               |  |                  | 3,675   |               |  |                  | 4,413   |     |  |  | n/a     |     |  |  | n/a     |    
|6.   |  | Yes Leasing S.A. (not listed)                    |  |                   | 49.0 |               |  |                  | 1,686   |               |  |                  | 2,025   |     |  |  | n/a     |     |  |  | n/a     |    
|     |  |                                                  |  |                   |      |               |  |                  |         |               |  |                  |         |     |  |  |         |     |  |  |         |    
|     |  | Total                                            |  |                   | n/a  |               |  |                  | 200,690 |               |  |                  | 241,011 |     |  |  | n/a     |     |  |  | n/a     |    
|     |  |                                                  |  |                   |      |               |  |                  |         |               |  |                  |         |     |  |  |         |     |  |  |         |    






|    |                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | As reflected in the U.S. GAAP Financial
    Statements of the Group at December 31, 2003 under the
    equity method of accounting.                                                                                                                                            
|   
|(2) | Calculated only for companies traded on an
    organized exchange. Companies numbered two through six in the
    table above are not traded on any organized exchange.                                                                                                         
|   
|(3) | Solely for the convenience of the reader, the
    translation of euro into U.S. dollars has been made at the
    Noon Buying Rate of US$1.00 =
    0.8327 as at
    May 21, 2004.                                                                                             
|   
|(4) | The Bank has recorded an impairment charge of EUR
    77,378 thousand to reflect the other than temporary decline in
    the value of its investment in AGET Heracles Cement Co. S.A. See
    Note 13 to the U.S. GAAP Financial Statements included in
    this Annual Report.

Equity participations in which the percent of
ownership interest held by the Group is less than 20% are
accounted for using the cost method as the Group does not have
the ability to influence the operations of the investees. Equity
participations in which the percent of ownership interest held
by the Group is greater than 20% but less than 50% are accounted
for using the equity method because the Group can influence the
operations of the investees.

Competition

We compete with other banks, financial services
firms and a wide range of insurance companies in providing
mutual fund services, capital markets and advisory services and
insurance. Internationally, we compete with banking firms of
varying sizes and geographic scope.

The Bank itself competes with national, regional
and foreign banks throughout Greece and abroad. There were 43
universal banks, both domestic and foreign, in Greece as at
December 31, 2003. The top six banking groups in Greece
accounted for approximately 90.2% of the total assets
attributable to Greek banks as at that date. The largest foreign
bank operating in Greece, Bank of Cyprus, had assets of
4,960 million,
as at December 31 2003 (the last date for which such
information is available), which represented approximately 2.4%
of total bank assets in Greece attributable to Greek universal
banks. Foreign banks held approximately 9.3% of total bank
assets in Greece as at December 31, 2003 (the last date for
which such information is currently available, according to our
internal analysis of published financial statements). Management
believes that this percentage has not changed significantly to
date.

The table below shows the breakdown of assets,
loans outstanding and deposits in the universal banking sector
for the Bank and its five main competitors in Greece as at
December 31, 2003 (the last date for which such

45



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information is currently available, according to
our internal analysis of published financial statements). These
figures exclude specialized credit institutions and have been
compiled by the Bank on the basis of publicly available
information. These figures also exclude foreign banks, as no
official information with respect to the year ended
December 31, 2003 is available to date for such banks.


|                                               |  |              |         |            |  |              |      |            |  |              |        |            |  |  |      |  |  |  |         |  |  |  |      | 
|---------------------------------------------- |  | ------------ | ------- | ---------- |  | ------------ | ---- | ---------- |  | ------------ | ------ | ---------- |  |  | ---- |  |  |  | ------- |  |  |  | ---- | 
|                                               |  |              |         | % of total |  |              |      | % of total |  |              |        | % of total
|Banks                                          |  | Assets       |         | market     |  | Loans        |      | market     |  | Deposits     |        | market    
|                                               |  |              |         |            |  |              |      |            |  |              |        |           
|                                               |  | (EUR         |         |            |  | (EUR         |      |            |  | (EUR         |        |           
|                                               |  | in millions) |         |            |  | in millions) |      |            |  | in millions) |        |           
|1.   National Bank of Greece                   |  |              | 49,117  |            |  |              | 28.9 |            |  |              | 19,887 |            |  |  | 20.2 |  |  |  | 35,439  |  |  |  | 28.0 | 
|2.   Alpha Bank                                |  |              | 29,592  |            |  |              | 17.4 |            |  |              | 17,982 |            |  |  | 18.2 |  |  |  | 20,251  |  |  |  | 16.0 | 
|3.   EFG Eurobank
    Ergasias(1)              |  |              | 26,215  |            |  |              | 15.4 |            |  |              | 15,382 |            |  |  | 15.6 |  |  |  | 18,346  |  |  |  | 14.5 | 
|4.   Agricultural Bank of Greece               |  |              | 17,624  |            |  |              | 10.4 |            |  |              | 12,182 |            |  |  | 12.4 |  |  |  | 15,835  |  |  |  | 12.5 | 
|5.   Emporiki Bank                             |  |              | 16,779  |            |  |              | 9.9  |            |  |              | 12,083 |            |  |  | 12.3 |  |  |  | 13,862  |  |  |  | 11.0 | 
|6.   Piraeus Group(2)                          |  |              | 13,992  |            |  |              | 8.2  |            |  |              | 10,028 |            |  |  | 10.2 |  |  |  | 9,678   |  |  |  | 7.7  | 
|                                               |  |              |         |            |  |              |      |            |  |              |        |            |  |  |      |  |  |  |         |  |  |  |      | 
|Total attributable to domestic universal banks |  |              | 153,319 |            |  |              | 90.2 |            |  |              | 87,544 |            |  |  | 88.9 |  |  |  | 113,411 |  |  |  | 89.7 | 
|                                               |  |              |         |            |  |              |      |            |  |              |        |            |  |  |      |  |  |  |         |  |  |  |      | 






|    |                                                              
|--- | -------------------------------------------------------------
|(1) | EFG Eurobank Ergasias absorbed UnitBank in
    December 2003.
|   
|(2) | Piraeus Bank absorbed ETBA in December 2003.                 

Regulation and Supervision of Banking in
Greece

The Bank of Greece is the central bank in the
Hellenic Republic. It is responsible for the licensing and
supervision of credit institutions in Greece. The central bank
grants a banking license only if the requirements of the EU
Councils First and Second Banking Directives on the
Authorization of Credit Institutions are met. Before these EU
Directives took effect banks in Greece were required to obtain
prior authorization for significant organizational and
operational changes, such as establishing subsidiaries opening
branches expanding geographically and operating in foreign
currencies. In contrast, the current system permits banks to
engage in such activities without prior authorization of the
central bank, subject to the notification of the central bank in
certain cases and to compliance with minimum initial capital
requirements.

The EU Councils main directives on
regulation of credit institutions have been adopted under Greek
law, including:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | the first (77/780/EEC) and the second
    (89/646/EEC) Directives, and their successive amendments, on the
    coordination of laws, regulations and administrative provisions
    relating to the taking up and pursuit of the business of credit
    institutions, which were implemented by Greek Law
    2076/01.08.1992.                                                                           
|
| | (b) | the Own Funds Directive (EU Council Directive
    89/299), which defines a credit institutions regulatory
    capital and was adopted under Greek law pursuant to Act
    No. 2053/18.03.1992 of the Governor of the Bank of Greece;                                                                                                                                                                   
|
| | (c) | the Solvency Ratio Directive (EU Council
    Directive 89/647) and its successive amendments, which were
    adopted under Greek law pursuant to Act
    No. 2054/18.03.1992, amended by Acts
    No. 2479/27.08.2001 and No. 2512/30.12.2002 of the
    Governor of the Bank of Greece. All the above Acts have been
    codified by Act No. 2524/23.07.2003 of the Governor of the
    Bank of Greece;
|
| | (d) | the Large Exposures Directive (EU Council
    Directive 92/121) on the supervision and monitoring of large
    exposures of credit institutions, which was adopted under Greek
    law pursuant to Act No. 2246/16.09.1993 of the Governor of
    the Bank of Greece;                                                                                                                                   
|
| | (e) | the Second Consolidated Supervision Directive (EU
    Council Directive 92/30) on the supervision of credit
    institutions on a consolidated basis (amending the First
    Consolidated Supervision Directive), which was implemented by
    Presidential Decree 267/1995; and                                                                                                                        

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| |     |                                                                                                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) | the Capital Adequacy Directive (EU Council
    Directive 93/6) and its amendment (EU Council Directive 98/31),
    which were fully implemented by Greek Laws 2396/1996, 2937/2001
    and Acts No. 2397/07.11.1996 and No. 2494/27.05.2002
    of the Governor of the Bank of Greece.

To prepare for Greeces participation in
European Monetary Union, significant changes were made to the
regulatory framework of the central bank. In particular, its
by-laws were amended to reinforce the central banks
independence from the State and to provide for new enforcement
powers to enable better supervision of credit institutions.

In accordance with Greek Law 2832/2000, in cases
of breach of the regulatory framework, the Bank of Greece has
the power to impose sanctions against credit institutions. These
sanctions may consist of a compulsory deposit, equal to 40% of
the amount of the violation, in a non-interest bearing account
of the central bank or, if the amount of such violation cannot
be determined, a compulsory interest free deposit of up to
8,804,109, in
each case for up to one year and/or a fine payable in favor of
the Hellenic Republic to be calculated either as a percentage of
40% of the amount of the violation or as a one-off payment of
880,411, which
may be increased to
1,467,351 in
case of a repeat violation.

Also pursuant to the new regulatory framework,
credit institutions and public authorities must supply the
central bank with all information relating to credit control.
The central bank has the power to inspect the books and records
of credit institutions that are potential violators.

History and Deregulation

Historically, the Greek banking system was
subject to strict regulatory requirements, including
restrictions on:



| |   |                                                                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | freely determined interest rates;                                                                                                                                          
|
| |  | the financing of various sectors of the economy
    (i.e., how, when and where public entities, such as wholly-owned
    utility companies, could invest their assets); and
|
| |  | certain financial services activities in the
    foreign exchange market.                                                                                                  

Since the late 1980s, but predominantly in the
early 1990s, a gradual relaxation of the strict regulatory
environment in Greece took place due to:



| |   |                                                                      
| | - | ---------------------------------------------------------------------
| |  | increasing interdependence of national economies;                    
|
| |  | increasing international pressure for the opening
    of markets; and
|
| |  | anticipation of EMU.                                                 

Liberalization of capital movements, through
implementation of the relevant EU directives and in particular
the Second EU Banking Directive, also contributed substantially
to deregulation.

Interest Rates

Beginning in 1987, minimum interest rates
gradually replaced interest rates previously imposed by the
central bank. Administratively determined interest rates were
finally abolished in 1992. The removal on March 8, 1992 of
an established minimum rate for savings deposits was the first
step towards full deregulation of bank interest rates. Since
then, Greek banks have been free to negotiate interest rates
with customers based on market conditions. In addition, a number
of limitations on bank financing of certain economic activities
were eliminated in 1991. As a consequence, credit institutions
were allowed to negotiate freely and grant new types of loans
without limitations on the rate of interest including loans for:



| |   |                                                                                        
| | - | ---------------------------------------------------------------------------------------
| |  | working capital;                                                                       
|
| |  | the purchase of fixed assets and equipment;                                            
|
| |  | the repair and purchase of real estate in Greece
    and the construction of buildings;

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| |   |                                    
| | - | -----------------------------------
| |  | the sale of durables on credit; and
|
| |  | consumer credit and personal loans.

Foreign Exchange

Deregulation of the Greek financial services
sector was accelerated by adoption of Greek Presidential Decrees
96/1993 (and corresponding Acts of the Governor of the Bank of
Greece No. 2199 2200, 2201/07.03.1993), 104/1994 (and
corresponding Acts of the Governor of the Bank of Greece
No. 2301, 2302, 2303/16.05.1994) and Greek Law 2076/1992
(implementing the second EU Banking Directive). Greek Law
2076/1992 decriminalized violations of foreign exchange
regulations, although such violations are still subject to fines
in some cases. Since 1991, borrowers have been permitted to
borrow in foreign currencies for all legitimate business
purposes at interest rates and on terms freely negotiated
between the parties. Beginning in January 1992, banks licensed
in Greece to engage in foreign exchange transactions were
permitted to enter into spot, forward, swap and similar
transactions in the foreign exchange market, pursuant to Act
1986/1991 of the Governor of the Bank of Greece.

In 1994, natural persons and legal entities in
Greece could, pursuant to Act 2344/94 of the Governor of the
Bank of Greece, for the first time engage freely in foreign
currency transactions in foreign countries by filing an
application with any bank. Credit institutions in Greece were
also authorized to accept deposits made by natural persons and
legal entities in foreign currency.

Since July 1997, by virtue of Act 2416/1997 of
the Governor of the Bank of Greece, natural and legal persons
(other than those created under public law, such as public
utilities) that are Greek residents are free to open and
maintain accounts in foreign currencies with Greek credit
institutions. Previously, a depositor was required to file a
special statement on the origin of the foreign currency. A 2%
requirement of redeposit and assignment, which currently applies
to deposits in euro, applies to foreign currency deposits as
well.

Act 2417/1997 of the Governor of the Bank of
Greece amended Presidential Decrees 96/1993 and 104/1994 on
capital movements and in particular, abolished:



| |   |                                                                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the requirement that Greek residents convert
    proceeds derived from investments made abroad into drachma for
    deposit in Greek credit institutions; and
|
| |  | the maximum threshold (equal to
    20,000) on
    transfer of payments, including bank notes and personal checks,
    by a natural person.                 

Greek Law 2842/2000 on the adoption of
supplemental measures for the implementation of European Council
Regulations 1103/97, 974/98 and 2866/98, as in force, has
replaced the Greek drachma with the euro as the currency of the
Hellenic Republic with effect from January 1, 2001.

Drachma banknotes and coins remained legal tender
in Greece until February 28, 2002.

Under article 4 of Greek Law 2842/2000,
effective January 1, 2001, credit institutions operating in
Greece and authorized to enter into foreign currency
transactions can freely enter into transactions of any type in
foreign currencies and foreign notes, on their own account and
at their own risk, in accordance with the provisions in force.

Furthermore, credit institutions operating in
Greece publish daily rate bulletins of buy/sell exchange rates
of foreign currencies and notes for the purposes of trading with
the public. The relevant bid/offer spreads are determined
freely. The Bank of Greece publishes daily reference exchange
rates of the euro against foreign currencies based on the
corresponding foreign exchange rate bulletins of the European
Central Bank. Open-cry negotiated rates through the
fixing mechanism of Greek drachma against foreign
currencies have been abolished. As a result, any reference to
those rates in statutory, administrative, regulatory and
contractual provisions is replaced by reference rates published
by the central bank of Greece, unless otherwise provided or
agreed upon.

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Secured Lending

Since 1992, Greek Law 2076/1992 has permitted
mortgage banks to grant to customers loans and credit that are
secured by Greek real and personal property and certain types of
personal security, such as cash.

Pre-notation filings (prosimiosi), which
are less expensive and easier to record than mortgages, may be
converted into full mortgages upon receiving a final judgment
from the relevant Greek court in the event of default.

Compulsory Deposits with the Central
Bank

The compulsory reserve requirement framework of
the Bank of Greece has been altered in line with Eurosystem
regulations. Effective July 10, 2000, reserve ratios are
determined by category of liabilities and replace the single
reserve ratio of 12% previously in force for commercial banks.
The reserve ratio is set at 2% for all categories of liabilities
comprising the reserve base, with the exception of the following
liabilities to which a zero ratio applies:



| |   |                                                         
| | - | --------------------------------------------------------
| |  | deposits with agreed maturity over two years;           
|
| |  | deposits redeemable at notice over two years;           
|
| |  | repos; and                                              
|
| |  | debt securities with agreed maturity over two
    years.

This requirement applies to all credit
institutions, as well as the Postal Savings Bank.

Guidelines for Risk-based Capital
Requirements

Banking regulatory authorities of the major
industrialized countries have worked together in recent years to
develop international capital adequacy guidelines based on the
relationship between a banks capital and its risks. In
July 1988, the Basle Committee on Banking Supervision adopted
risk-based capital guidelines, which are implemented by banking
regulations in the countries that endorse the Basle standards,
including the Hellenic Republic. These guidelines are intended
to reduce competitive inequality among international banks by
harmonizing the regulatory definition of capital for the purpose
of asset-risk evaluation and establishing a uniform
target-capital adequacy ratio.

The harmonization of credit institution standards
is a key part of the program to create an internal banking
market in the EU. In 1989, the EU Council of Ministers adopted a
directive on the administration of the own funds of
credit institutions known as the Own Funds
Directive, and a directive on the solvency ratio for
credit institutions, known as the Solvency Ratio
Directive. Both directives were codified by Directive
2000/12/20.03.2000.

The Own Funds Directive defines regulatory
capital, for the purposes of computing a capital adequacy ratio,
as the sum of certain items constituting core or Tier I
capital and other items constituting supplementary
or Tier II capital. The directive closely traces the
mechanics of the Basle Committee guidelines.

The substantive risk-based capital rules
contained in the Solvency Ratio Directive generally adopt the
Basle Committee guidelines into EU law. The Solvency Ratio
Directive determines the credit risk of a banks assets by
multiplying (1) the balance sheet value of each asset by
(2) the relevant risk weighting, to produce a risk-adjusted
value. For off-balance sheet items, a two step risk-adjustment
is applied, taking into account the nature of (1) the
financial instrument concerned and (2) the counterparty
involved. For off-balance sheet items concerning interest rates
and foreign exchange rates (such as swaps, forwards and
options), regulatory authorities prescribe measurement based on
a mark to market approach, or either current or original
exposure. As of January 1993, credit institutions in EU member
countries must maintain capital adequacy of at least 8%.

Upon implementation of the Capital Adequacy
Directive, the capital requirements for a credit institution in
relation to its country-specific credit risks are calculated
based on the credit institutions investment portfolio,
consisting of the assets and off-balance sheet transactions that
are not included in its trading book. Prior to the

49



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##### Table of Contents



implementation of the Capital Adequacy Directive
in Greece, capital requirements were calculated based on all
asset items and off-balance sheet transactions according to
statutory provisions established by the central bank.


The level of a credit institutions
regulatory capital required to provide a cushion against trading
book exposures depends on the methodology used for measuring
general and specific position risks related to traded debt and
derivative instruments, equities and equity derivatives, as well
as counterparty risk of over-the-counter derivatives, repo and
reverse repo, concentration and settlement risk of all the
trading book items and foreign exchange risk of the total of on
and off-balance sheet items.

Under the Basle standards, supervisory
authorities in each jurisdiction have some discretion in
determining whether to include particular instruments as capital
under the risk-based capital guidelines and whether to assign
different weights, within a prescribed range, to various
categories of assets to reflect their relative security.

The Basle Committees risk-based guidelines
require a bank to have a minimum ratio of capital to assets and
the off-balance sheet items determined on a risk-weighted basis,
of at least 8%. At least half of the required capital must be
Tier I capital and the rest Tier II
capital. According to guidelines established by the Bank of
Greeces, regulatory capital calculated in accordance with
the parameters set forth below.

Tier I capital, or core capital, which includes:



| |   |                                                                                               
| | - | ----------------------------------------------------------------------------------------------
| |  | ordinary shareholders equity;                                                                
|
| |  | reserves created by appropriations of retained
    earnings, share premia and other surpluses;
|
| |  | retained earnings;                                                                            
|
| |  | innovative Tier I instruments such as perpetual
    non-cumulative preferred stock;           
|
| |  | minority interests; and                                                                       
|
| |  | negative consolidation differences.                                                           

However, the following must be deducted from Tier
I capital:



| |   |                                             
| | - | --------------------------------------------
| |  | all holdings of own shares and Tier I paper;
|
| |  | past and current years net losses;         
|
| |  | goodwill;                                   
|
| |  | interim unpublished net losses;             
|
| |  | positive consolidation differences.         

Tier II, or supplementary capital, includes:



| |   |                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | fixed assets revaluation reserves;                                                                                                                       
|
| |  | reserves against general banking risks;                                                                                                                  
|
| |  | cumulative dated preferred stock and dated
    subordinated debt with a minimum maturity of five years under
    certain conditions; and                 
|
| |  | other undated quasi-equity capital instruments
    under conditions, such as cumulative preferred stock and
    mandatorily convertible debt instruments.

The following must also be deducted from the sum
of Tier I and Tier II capital:



| |   |                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | investments in unconsolidated subsidiaries and
    other financial institutions amounting to more than 10% of their
    capital;                                                
|
| |  | the sum of all holdings in other financial
    institutions capital in excess of the equivalent of 10% of
    the credit institutions eligible Tier I and II
    capital base.

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According to Circular No. 17/21.10.2002 of
the Governor of the Bank of Greece certain innovative
Tier I instruments may be included, subject to stringent
conditions, in Tier I capital of credit institutions in
Greece.

A banks Tier II capital may not exceed
its Tier I capital. There are also limitations on the
maximum amount of certain Tier II items that may be counted
towards a banks capital requirements. In particular,
cumulative fixed term preferred stock and subordinated debt with
minimum maturity of five years may not exceed 50% of Tier I
capital. Moreover, innovative Tier I capital may not exceed
15% of core Tier I capital.

To assess the capital adequacy of banks under the
risk-based capital guidelines, a banks capital is related
to the aggregate risk of its assets and off-balance sheet
exposure, which are weighted according to four broad categories
of risk (each reflecting the collective likelihood of loss,
non-performance or default)  0%, 20%, 50% and 100%.
The risk-based capital guidelines also set credit conversion
formulas for measuring risk relating to off-balance sheet items,
including financial guarantees letters of credit and foreign
currency and interest rate contracts.

According to Act No. 2156/92 of the Governor
of the Bank of Greece, all credit institutions operating in
Greece are required to provide regulatory authorities with
quarterly information on overall liquidity. This requirement
became effective on May 31, 1993 and applies to:



| |   |                                
| | - | -------------------------------
| |  | domestic credit institutions;  
|
| |  | Greek branches of EU banks; and
|
| |  | Greek branches of non-EU banks.

Pursuant to Act No. 2442/29.01.1999 (as
amended by Act No. 2513/15.01.2003) of the Governor of the
Bank of Greece, credit institutions that have their registered
office in Greece, as well as the branch offices in Greece of
credit institutions whose registered seat is in a country
outside the EU, must maintain loan loss provisions to at least a
minimum amount to be calculated with reference to factors set
forth under the Act. In certain circumstances credit
institutions may use, as an alternative, the calculations that
are included in the valuation report issued by their Internal
Audit and submitted to and approved by the central bank. Under
the Act, credit institutions must file reports to the Bank of
Greece regarding the adequacy of their loan loss provisions
quarterly, effective from September 30, 2002.

The central bank keeps records of the information
it receives, but does not require credit institutions to reach
specific targets in relation to a liquidity ratio. To fulfill
the liquidity requirement, each institution must submit
completed liquidity tables. All assets and liability items are
classified according to their relative remaining maturities.

In an effort to control excessive exposure to a
single or related borrowers, the central bank, through Act
No. 2246/93, also known as the Large Exposures
Act, adopted the EU Councils Large Exposures
Directive. An exposure is considered a large exposure if it
exceeds 10% of the credit institutions regulatory capital.
This Directive, drawing on the European Commissions 1986
recommendation, requires that credit institutions:



| |   |                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------
| |  | immediately notify the central bank of any
    excessive concentration of exposures; and                     
|
| |  | limit such concentrated exposures to a certain
    percentage of the credit institutions regulatory capital.

The Large Exposures Act imposes two limits on
exposures. First, the value of each large exposure in the
banking book may not exceed 25% of a credit institutions
regulatory capital. Second, total large exposures in the banking
book for a given credit institution may not exceed 800% of its
regulatory capital. A credit institution is allowed to exceed
its large exposure limits only in relation to items included in
its trading portfolio and is required to hold additional
regulatory capital in such circumstances.

In April 2003, the Basle Committee published its
third consultive paper on the new capital adequacy standards,
contemplating a New Basle Capital Accord. The New
Basle Capital Accord proposals currently include a diversity of
methodologies for the calculation of capital requirements in
respect of credit risk and the operational risk (a
newly-introduced term for the risk of loss resulting from
inadequate or failed internal processes, people and systems, or
from external events). The New Basle Capital Accord is currently
expected to

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be finalized by the Basle Committee by the end of
2004. The standardized and foundation approaches will become
effective in the various countries that participate in the Basle
Committee at the end of 2006, while the most advanced approaches
will be implemented at year-end 2007. If New Basle Capital
Accord proposals are fully adopted by European Union
legislation, the Bank may be required by its regulators to
maintain higher levels of capital, which could decrease our
operational flexibility and may increase our financing costs.
Consequently, we cannot assure that the New Basle Capital Accord
will not have a material adverse effect on our financial
condition or results of operations in the future.


Additional Reporting
Requirements

All credit institutions operating in Greece are
required to provide Bank of Greece with: (1) a quarterly
report on capital adequacy; (2) a quarterly report on
profitability and exposure to banking risks (pursuant to
Annexes 2 and 3 of Act No. 1313/88);
(3) monthly data relating to open currency positions
(pursuant to Act No. 2291/94); (4) a quarterly report
on loan loss reserves pursuant to Act No. 2442/99 (amended
by Act No. 2513/03); (5) a quarterly report on
liquidity pursuant to Act No. 2156/92; (6) a
semi-annual report on cross-border credit exposures pursuant to
Act No. 2520/03; (7) a general annual audit report
(pursuant to Act No. 2438/98); (8) a semi-annual
report on large exposures pursuant to Act No. 2246/93; and
(9) a semi-annual report on large borrowers pursuant to
Bank of Greece, Banking and Credit Affairs Committee resolutions
485/91 and 540/94.

Deposit Guarantee Fund

In January 1993, the Greek Parliament adopted Law
2114/1993 on the introduction of a deposit protection fund. This
Law was supplemented in July 1995 by the adoption of Greek Law
2324/1995, which took into account EU Council Directive 94/19 on
deposit guarantee schemes, and further supplemented in June 2000
by the adoption of Greek Law 2832/2000. The Greek deposit
guarantee fund took effect in September 1995. Currently, the
fund, which is a private entity according to Greek Law
2832/2000, is administered jointly by the Bank of Greece and the
Hellenic Bank Association, with the participation of the
Ministry of Finance.

The Hellenic Deposit Guarantee Fund is funded by
annual contributions of participating credit institutions (and
cooperative banks pursuant to Greek Law 2832/2000). The level of
each participants annual contribution is generally
determined according to certain percentages applied to the total
amount of eligible deposits. If accumulated funds are not
sufficient to cover the claimants whose deposits become
unavailable, participants may be required to pay an additional
contribution. However, this contribution may not exceed an
amount equal to 300% of a banks last annual contribution.
This additional contribution is set off against the annual
contributions of following years. Greek law adopted the minimum
level of coverage provided by the EU directive, which amounts to
20,000 per
depositor per credit institution. Accordingly, credit
institutions in EU states that belong to a system offering a
higher level of coverage have a competitive advantage compared
to Greek banks.

Prohibition of Money
Laundering

Articles 5 and 6 of Greek Law 2145/1993
implement some of the core provisions of EU Council Directive
91/308 regarding money laundering. In August 1995, the Greek
Parliament adopted Law 2331/1995 (amended by Laws 2479/1997 and
2515/1997), which prohibits the use of the financial system to
legitimize revenues generated from illegal activities. This law
implemented EU Council Directive 91/308. The main provisions of
Greek legislation on money laundering are as follows:



| |   |                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | money laundering is a criminal offense;                                                                                                                
|
| |  | persons subject to the law include credit
    institutions, financial institutions, and insurance undertakings;                                        
|
| |  | credit institutions (and other persons) are
    required to identify customers, retain documents and notify
    authorities of suspicious transactions;
|
| |  | provisions of private law and banking secrecy do
    not apply to money laundering activities; and                                                     

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| |   |                                                                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a public authority was established pursuant to
    Law 2331/1995 and is responsible for examining reports filed by
    banks with respect to suspicious transactions and for ensuring
    correct implementation of this Law.

Several ministries, the central bank, the ATHEX,
the Hellenic Bank Association and the Greek Capital Markets
Commission are to participate in the administration of the
public authority.

Greece is a member of the Financial Action Task
Force (F.A.T.F.); consequently the NBG Group fully complies with
F.A.T.F. recommendations.

In July 2002, the Greek Parliament adopted Law
3034/2002, which implemented the International Convention for
the Suppression of the Financing of Terrorism, with which the
NBG Group is fully compliant. Additionally, we comply with the
Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 (known
as the USA PATRIOT Act of 2001), which took effect
from October 2001 and which has implemented a range of new
anti-money laundering requirements on banks and other financial
services institutions worldwide.

Equity Participation by Banks

Banks must follow certain procedures regarding
holdings in other companies:

Central bank.According to the Bank of Greece,
Banking and Credit Affairs Committee resolution 80/15/29.8.2000,
as amended by resolution 150/9/9-5-2003, credit institutions
must obtain central bank approval to acquire a holding in the
share capital of financial services companies, insurance
companies, information technology and data processing companies,
asset and liability management companies stock and derivatives
exchanges, the Central Securities Depository and the Derivatives
Clearing House. Prior approval is required when:



| |   |                                                                                                                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a commercial or investment bank makes an initial
    investment in excess of
    2.5 million
    or, in the case of all other credit institutions, an initial
    investment in excess of
    0.5 million
    (up from
    1.5 million
    and
    0.3 million
    respectively, prior to the May 2003 amendment); and
|
| |  | an already existing participation is increased by
    an amount exceeding the limits set by the Bank of Greece, and
    which calculated cumulatively over a calendar year, exceeds the
    lower of either of the two following thresholds:                                                                              

 2% of the credit institutions
own funds at the end of the previous six-month period; or

 8 million
(up from
6 million
prior to the May 2003 amendment).

These thresholds do not include shares acquired
through underwriting in the previous 12 months or shares
acquired through subsidiaries in which the parent holds a stake
of at least 20%.

No prior permission is required for exceeding the
limits set by the Bank of Greece if:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the credit institution already owns (directly or
    indirectly) more than 50% of the share capital or the voting
    rights, and its Capital Adequacy Ratio (solo and consolidated)
    exceeds 11% and the additional investment does not influence
    this ratio by more than one percentage point; and                                                                                                                                      
|
| |  | the additional investment results from the
    distribution of bonus shares or the repurchase of shares sold on
    the ATHEX provided that in the case of the latter, the
    repurchase is effected in the three-day period following the
    original sale, and the difference between the proceeds of the
    sale and the book value of the investment prior to the sale is
    debited to special non-distributable reserves or provisions.

In addition, no prior permission is required for
initial or additional investment via closed-end funds.

Competition Commission.Subject to EU regulations, new and
significant holdings (concentrations) must be reported to the
Greek Competition Commission according to Greek Law 703/1977, as
in force.

The Hellenic Capital Markets Commission and the
ATHEX must be notified once certain ownership thresholds are
crossed with respect to listed companies.

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Strategy

One of our key priorities is the provision of top
quality financial services with the aim of enhancing customer
satisfaction.

The principal features of this business strategy
include direct contact with customers, whether individuals or
firms, to understand their needs and to respond swiftly and
effectively by offering the right mix of products and services.

We believe that building a strong relationship
with the customer is a key factor in the creation of value,
generating benefits for all concerned: shareholders, employees
and customers.

Customer focus

As the largest and oldest financial Group in
Greece, NBG has a broad customer base which represents a
significant competitive advantage in the implementation of its
customer-oriented strategy when compared to the other banking
institutions operating in the country. This broad deposit base,
together with the Groups leading position in housing
credit and insurance operations, provides a solid foundation on
which to build and expand banking activities, based on our
in-depth knowledge of the needs of the Greek household.

Our primary concern is to retain the special
relationship that we have with Greek clients by enhancing
customer satisfaction. In this way we can gradually shift the
orientation of our lending activities from a product focus to a
client focus.

Retail banking

The Greek economy is expected to continue to
achieve strong growth in the years ahead. With the
retail-banking sector in Greece still lagging well behind the
euro-area average in terms of credit outstanding, we will seek
to benefit from the opportunities presented by this favorable
macroeconomic and banking environment.

In response to the needs of Greek households, we
offer a wide range of banking products and services to our
customers, including consumer and investment products, and
insurance against future risks. This has helped in the
significant growth in mortgage and consumer lending and, above
all, new loans, which climbed to historic highs in 2003,
affirming our leading position in the market.

The strong performance achieved by retail banking
in recent years stems largely from the effective leverage of our
broad customer base to increase our cross-selling potential,
with the result that today the number of products per customer
is only slightly below the European average. Furthermore, the
existence of long-term historical data with regard to the
creditworthiness of the greater part of the economically active
population of the country has helped to implement the retail
strategy of the Bank. This takes on especial significance within
an environment of high loans growth and the nascent
implementation of the interbank data system on customer
creditworthiness.

Given the fact that many small businesses in
Greece are family businesses, we have, since 2002, incorporated
lending to small businesses within our retail banking operations
in order to better serve such firms, offering flexible loan
packages tailored to their needs. As a result, our credit
outstanding to this market segment grew by 65% in 2003.

Corporate credit

In the corporate banking sector, NBG operates as
a corporate advisor, lender and partner. We provide solutions
that are tailored to the needs of each individual firm.

We aim to expand further our lending and
associated banking operations to medium-sized
enterprises  the backbone of the Greek
economy  and contribute to the development of the
sector. In 2003, the Banks medium business customer base
grew by 16%, while the loan balance rose by 20%. As we attract
new customers through the provision of tailor-made solutions, we
believe we are increasingly becoming a principal source of
support to businesses and their growth plans.

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Finally, in the area of large corporate
financing, we are pursuing a conservative growth policy, chiefly
by participating in syndicated loans, which reduces the risk
undertaken and maximizes the benefits of cross-selling.

Asset management

Management of customer assets is a key strategic
orientation of NBG and is closely linked to our large deposit
base. We offer alternative investment products to meet demand
for higher returns and for investment diversification by Greek
households.

In 2003, there has been a shift from deposits and
especially from repos and time deposits towards guaranteed
capital deposit products and mutual funds. This development and
the general effort to attract asset management customers have
enabled us to develop a more stable income source from
commissions and boost the Groups mutual fund assets by
81.5%. The Groups market share of mutual funds under
management increased from 16.7% in 2002 to 25.3% in 2003.

Insurance

The insurance sector is still relatively
undeveloped in Greece. Growth in private insurance in Greece and
the need for fuller insurance cover are likely to lead to an
increase in demand in the future. We believe that there are
strong growth prospects in the sector and, through our
subsidiary Ethniki Hellenic General Insurance, provide a wide
spectrum of modern insurance products that aim to meet the
growing needs of Greek families and businesses.

Staff and the strength of the branch

Our strengths lie in our workforce, our broad
presence throughout the country, and our contribution to the
economic life of the communities, in which we operate. Within
the context of our new strategy, a wide-ranging program of
operational restructuring at branch level in Greece and abroad
was completed in 2003. The aim is to concentrate our focus on
the customer and enhance services. The restructuring has led to
the creation of more functional spaces in which to receive and
serve customers, and staff training has focused on promoting the
new strategy, attracting and serving a greater number of
customers and improving employee efficiency.

By the end of 2003, our branch network posted a
substantial increase in productivity, attracting new customers
and boosting cross selling.

The application of a uniform system of incentives
for staff together with a new system for setting targets with
the participation of the network aims at increasing turnover,
strengthening the bank-customer relationship, reducing operating
costs, and enhancing efficiency.

Prudent risk management in an expanding
market

Alongside the upgrade of the branch network and
the promotion of alternative distribution and customer service
networks, a core feature of our strategy has been the
centralization of loan approval procedures.

The low level of new problem loans in recent
years has been largely the result of the application of modern
systems for assessing and managing risk in the loan portfolio.
All loans, whether to individuals or businesses, are assessed on
the basis of the latest statistical models. The Bank has been
the pioneer among Greek banks in its market risk management.
This is evident from the fact that the Bank of Greece has
approved our internal VaR model for calculating capital
requirements to cover market risk in the trading portfolio. To
date, National Bank of Greece is the only Greek bank to have
received supervisory authority approval for its internal risk
assessment system.

Furthermore, one of our core policies remain the
reduction of interest rate risk. Over the course of the past few
years, interest rate risk in the fixed income portfolio has been
greatly reduced, principally through the use of derivatives.

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Expanding into new markets, Southeastern
Europe

One of our key strategic aims over the past few
years has been expansion into Southeastern Europe with a view to
refocusing the Bank into a regional bank with access to a
population of 55 million, many times that of Greece. With
the acquisition of Banca Romaneasca in Romania in 2003, we
completed our round of acquisitions in the region whereby we
have succeeded in developing a strong regional profile. The
Groups assets in Southeastern Europe represent just 3.5%
of its total.

Going forward, our prime strategic objective in
Southeastern Europe will be to gradually and cautiously grow our
retail banking operations, applying the successful model we have
developed for Greece to these new banking markets. As the
economies of the region gradually converge to the rest of
Europe, we aim to develop the opportunities created by the rapid
growth of banking operations in these countries.

The Group is also active in Europe and the US
through our international branch network and subsidiary
companies. The branch network of ABNY was extended in 2003
through the acquisition of Allied Irish Banks Manhattan
branch. We intend to maintain our presence in the major
financial markets, offering to international investors our
experience in management of domestic and regional risk, and in
turn deriving know-how from the global banking market.

Growing our operations and core
profitability

The Groups strategy is oriented towards
growing those banking operations that generate recurring
returns, after adjusting for risk.

In order to achieve such results, we are
concentrating on the growth of operations while also aiming to
create an organizational and operational structure that can
compete effectively on a European level. The restructuring of
our branch network and the special focus on the quality of
services provided, and the linking of pay targets and results,
are some of the measures designed to boost productivity and
efficiency. At the same time, we are concentrating on changes in
our operations in order to promote effective risk management and
the right pricing policy.

Improving Technological Capacity for
Integrated Management of the Group

In 1999, the Bank significantly upgraded its
centralized network and branch infrastructure, and installed a
Wide Area Network based on Windows NT software. All of the
Banks operations, at both the branch and centralized
levels, are supported by this technology. These systems are
being progressively introduced to the other companies in our
Group, such as National Insurance. The Bank also adopted new
custodian and treasury systems for improved customer services
management in 1999.

We are making further technological investments
in improved efficiency, including our investment in the
IRIS program, an integrated retail banking system
purchased from IBM, which supports almost the entire range of
the Banks software applications in respect of its banking
operations. The IRIS system is gradually replacing the existing
on-line legacy systems and we believe it will provide the Bank
with the flexibility to market new products and services. The
Bank expects this will improve customer service and streamline
operations. One of the critical complementary elements for IRIS
and all other systems is the Customer Relationship
Administration (or CRA) system. The CRA system is
intended to enable the Bank to maintain customer-centric
profiles of its customers based on the pattern of products and
services they purchase and transactions they execute and
facilitate the Banks cross-selling activities. To benefit
from the capabilities of CRA, the Bank is currently updating its
entire customer database.

The Bank has installed SAP, an enterprise
resource planning system, to support its Financial and
Management Accounting, Real Estate and Property Management
divisions and is currently implementing the Human Resource
module.

The Bank has also installed Senderos Asset
and Liability Management system, which is a software application
that assists overall strategic planning, management of balance
sheet items and the development of new

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lines of products and services. Additionally, the
Bank is currently implementing an advanced enterprise-wide risk
management system by Algorithmics.


The Bank is dependent on a few very well known
suppliers of information technology equipment, systems and
software. We believe this is a necessary condition to maintain a
high quality of information technology equipment, systems and
software and is in line with common best practices in the
markets in which we operate.

The Bank currently has a disaster recovery
facility, which allows resumption of core operations and
recovery of data within 24 hours (with the exception of certain
services, such as internet transactions and wire transfers,
which may require more than 24 hours to recover). However, the
Bank is in a process of upgrading systems and facilities in
order to achieve recovery of core operations and data within
four hours. The upgrade is expected to be completed within the
current year. The Bank is also in the process of updating its
information technology security policy to meet its current
operational needs. Special attention is given to the effective
and ongoing communication of security issues to staff. This
project is also expected to be completed within the current year.

C.  Organizational
Structure

Historically, Greek law prohibited banks from
engaging directly in financial service activities outside their
traditional deposit and loan functions. Therefore, specialized
financial institutions were established in Greece, each for the
provision of a particular type of financial service. A Greek
bank that sought to provide multiple financial services to its
customers would create several subsidiaries, each a specialized
institution within the banks integrated group of diverse
financial services companies. As a consequence of this
historical practice, the Greek financial services sector today
is characterized by a group of specialized companies established
around a principal bank. National Bank of Greece S.A. is such a
principal bank, around which its consolidated subsidiaries are
organized.

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Set forth below is a chart indicating the primary
operating areas of, and the individual companies within the
Group.

|                                       |                                                       |               |  |                                         |  |          |  |         |  |  |  |         |  |  |  |         | 
|-------------------------------------- | ----------------------------------------------------- | ------------- |  | --------------------------------------- |  | -------- |  | ------- |  |  |  | ------- |  |  |  | ------- | 
|                                       |                                                       |               |  |                                        
|                                       |                                                       |               |  | Banks Participation as at December 31,
|                                       |                                                       |               |  | 2003                                   
|                                       |                                                       | Country of    |  |                                        
|Primary Operating Area                 |                                                       | incorporation |  | Direct                                  |  | Indirect |  | Total  
|                                       |                                                       |               |  |                                         |  |          |  |        
|International banking activities       |                                                       |               |  |                                         |  |          |  |         |  |  |  |         |  |  |  |        
|                                       | Atlantic Bank of New York                             |               |  | USA                                     |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                       | National Bank of Greece (Canada)                      |               |  | Canada                                  |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                       | The South African Bank of Athens Ltd.                 |               |  | South Africa                            |  |          |  | 88.69%  |  |  |  | 10.61%  |  |  |  | 99.30%  | 
|                                       | National Bank of Greece Cyprus Ltd.                   |               |  | Cyprus                                  |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                       | Stopanska Banka A.D.                                  |               |  | FYROM                                   |  |          |  | 71.20%  |  |  |  |        |  |  |  | 71.20%  | 
|                                       | United Bulgarian Bank (UBB)                           |               |  | Bulgaria                                |  |          |  | 89.91%  |  |  |  |        |  |  |  | 89.91%  | 
|                                       | Banca Romaneasca                                      |               |  | Romania                                 |  |          |  | 81.65%  |  |  |  |        |  |  |  | 81.65%  | 
|Investment banking and venture capital |                                                       |               |  |                                         |  |          |  |         |  |  |  |         |  |  |  |        
|                                       | NBG Venture Capital S.A.                              |               |  | Greece                                  |  |          |  |        |  |  |  | 100.00% |  |  |  | 100.00% | 
|                                       | National Development of Northern Greece
    S.A.      |               |  | Greece                                  |  |          |  | 65.00%  |  |  |  |        |  |  |  | 65.00%  | 
|                                       | NBG Balkan Fund Ltd.                                  |               |  | Cyprus                                  |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                       | NBG Greek Fund Ltd.                                   |               |  | Cyprus                                  |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                       | ETEBA Emerging Markets Fund Ltd.                      |               |  | Cyprus                                  |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                       | ETEBA Estate Fund Ltd.                                |               |  | Cyprus                                  |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                       | ETEBA Venture Capital Management S.A.                 |               |  | Cyprus                                  |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                       | NBG International                                     |               |  | UK                                      |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                       | ETEBA Bulgaria A.D. Sofia                             |               |  | Bulgaria                                |  |          |  | 92.00%  |  |  |  | 8.00%   |  |  |  | 100.00% | 
|                                       | ETEBA Romania S.A.                                    |               |  | Romania                                 |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                       | ETEBA Advisory                                        |               |  | Romania                                 |  |          |  |        |  |  |  | 100.00% |  |  |  | 100.00% | 
|                                       | Innovative Ventures S.A. (I-Ven)                      |               |  | Greece                                  |  |          |  |        |  |  |  | 100.00% |  |  |  | 100.00% | 
|Financial Services                     |                                                       |               |  |                                         |  |          |  |         |  |  |  |         |  |  |  |        
|                                       | National Securities S.A.                              |               |  | Greece                                  |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                       | Ethniki Kefalaiou S.A.                                |               |  | Greece                                  |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                       | Diethniki S.A.                                        |               |  | Greece                                  |  |          |  | 81.00%  |  |  |  | 19.00%  |  |  |  | 100.00% | 
|                                       | National Management and Organization Company
    S.A. |               |  | Greece                                  |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                       | Ethniki Leasing S.A.                                  |               |  | Greece                                  |  |          |  | 93.33%  |  |  |  | 6.67%   |  |  |  | 100.00% | 
|                                       | Ethniki Mutual Fund Management S.A.                   |               |  | Greece                                  |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                       | National Securities Cyprus (Ethnosecurities)          |               |  | Cyprus                                  |  |          |  |        |  |  |  | 100.00% |  |  |  | 100.00% | 
|                                       | NBGI Inc.                                             |               |  | USA                                     |  |          |  |        |  |  |  | 100.00% |  |  |  | 100.00% | 
|                                       | NBGI Private Equity Limited                           |               |  | UK                                      |  |          |  |        |  |  |  | 100.00% |  |  |  | 100.00% | 
|                                       | NBG Finance                                           |               |  | UK                                      |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                       | NBG Funding Limited                                   |               |  | UK                                      |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                       | Interlease A.D. Sofia                                 |               |  | Bulgaria                                |  |          |  | 87.50%  |  |  |  |        |  |  |  | 87.50%  | 
|                                       | NBGI Jersey Ltd.                                      |               |  | UK                                      |  |          |  |        |  |  |  | 100.00% |  |  |  | 100.00% | 
|                                       | NBG Luxembourg                                        |               |  | Luxembourg                              |  |          |  | 94.67%  |  |  |  | 5.33%   |  |  |  | 100.00% | 
|                                       | NBG Luxfinance                                        |               |  | Luxembourg                              |  |          |  | 94.67%  |  |  |  | 5.33%   |  |  |  | 100.00% | 
|                                       | NBG Asset Management                                  |               |  | France                                  |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                       | NBG International Asset Management                    |               |  | France                                  |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                       | National Investment Company                           |               |  | Greece                                  |  |          |  | 36.42%  |  |  |  |        |  |  |  | 36.42%  | 
|Insurance                              |                                                       |               |  |                                         |  |          |  |         |  |  |  |         |  |  |  |        
|                                       | NBG Bancassurance S.A.                                |               |  | Greece                                  |  |          |  | 99.70%  |  |  |  | 0.30%   |  |  |  | 100.00% | 
|                                       | Ethniki Hellenic General Insurance                    |               |  | Greece                                  |  |          |  | 76.00%  |  |  |  | 0.55%   |  |  |  | 76.55%  | 
|Business consulting                    |                                                       |               |  |                                         |  |          |  |         |  |  |  |         |  |  |  |        
|                                       | Ethnodata                                             |               |  | Greece                                  |  |          |  | 98.41%  |  |  |  | 1.59%   |  |  |  | 100.00% | 
|                                       | NBG Training Center S.A.                              |               |  | Greece                                  |  |          |  | 98.00%  |  |  |  | 2.00%   |  |  |  | 100.00% | 

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|                                    |                                       |               |  |                                         |  |          |  |         |  |  |  |         |  |  |  |         | 
|----------------------------------- | ------------------------------------- | ------------- |  | --------------------------------------- |  | -------- |  | ------- |  |  |  | ------- |  |  |  | ------- | 
|                                    |                                       |               |  |                                        
|                                    |                                       |               |  | Banks Participation as at December 31,
|                                    |                                       |               |  | 2003                                   
|                                    |                                       | Country of    |  |                                        
|Primary Operating Area              |                                       | incorporation |  | Direct                                  |  | Indirect |  | Total  
|                                    |                                       |               |  |                                         |  |          |  |        
|Selected non-banking participations |                                       |               |  |                                         |  |          |  |         |  |  |  |         |  |  |  |        
|                                    | NBG Management Services               |               |  | Cyprus                                  |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                    | National Real Estate                  |               |  | Greece                                  |  |          |  | 79.60%  |  |  |  | 0.44%   |  |  |  | 80.04%  | 
|                                    | DIONISOS S.A.                         |               |  | Greece                                  |  |          |  |        |  |  |  | 99.81%  |  |  |  | 99.81%  | 
|                                    | KADMOS S.A.                           |               |  | Greece                                  |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                    | EKTENEPOL Construction Company        |               |  | Greece                                  |  |          |  |        |  |  |  | 100.00% |  |  |  | 100.00% | 
|                                    | Mortgage, Tourist PROTYPOS S.A.       |               |  | Greece                                  |  |          |  |        |  |  |  | 100.00% |  |  |  | 100.00% | 
|                                    | GRAND HOTEL SUMMER PALACE S.A.        |               |  | Greece                                  |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                    | Hellenic Tourist Constructions S.A.   |               |  | Greece                                  |  |          |  |        |  |  |  | 77.76%  |  |  |  | 77.76%  | 
|                                    | ASTIR PALACE VOULIAGMENIS S.A.        |               |  | Greece                                  |  |          |  | 76.75%  |  |  |  | 0.83%   |  |  |  | 77.58%  | 
|                                    | ASTIR ALEXANDROUPOLIS S.A.            |               |  | Greece                                  |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 
|                                    | National Art S.A. (under liquidation) |               |  | Greece                                  |  |          |  | 100.00% |  |  |  |        |  |  |  | 100.00% | 

D.  Property, Plants and
Equipment

The Group owns approximately 2,229 properties,
1,578 of which include buildings. These properties are for the
most part held free of encumbrances. Most of our properties are
attributable to branches and offices of the Group through which
we maintain our customer relationships and administer the
Groups operations. Most of our other properties have been
acquired as a result of foreclosure on the collateral of
defaulted loans. There are no environmental issues of which we
are aware of that may affect the Banks utilization of its
real estate assets.

Our real estate portfolio was recorded at a cost
of
823 million
as at December 31, 2003, of which approximately
754 million,
or 91.6%, is currently used as branches and offices of the Group
and is recorded in our U.S. GAAP Financial Statements as
premises and equipment. Those of our properties that
have been acquired as a result of foreclosure on the collateral
of defaulted loans had a book value of
69 million
as at December 31, 2003 and are recorded as other
assets in the Groups U.S. GAAP Financial
Statements. Management believes that in many cases the current
market value of specific real estate assets would exceed their
book value. We are not always able to realize the full market
value of real estate which we are required to or wish to sell
because of variations in the property market and legal
impediments to the open market sale of such property. However,
in order to expedite the process of divesting these non-core
assets, we have simplified the auction process and have
established a subsidiary, Ethniki Kefalaiou, which acquires from
the Bank and its subsidiaries certain real estate assets with
the sole purpose of realizing for the Group the value of such
assets more efficiently.

The Groups most significant property is the
Banks headquarters at 86 Eolou St., Athens, Greece. See
Item 4.A, Information on the Company 
History and Development of the Company.

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The table below identifies our significant real
property holdings, as at December 31, 2003:

|                                                                   |  |                                                                   |  |                                                                                   |  |                                          |  |                    |        |              |  |  |        | 
|------------------------------------------------------------------ |  | ----------------------------------------------------------------- |  | --------------------------------------------------------------------------------- |  | ---------------------------------------- |  | ------------------ | ------ | ------------ |  |  | ------ | 
|                                                                   |  |                                                                   |  |                                                                                   |  |                                          |  | Book Value         |        |             
|                                                                   |  |                                                                   |  |                                                                                   |  |                                          |  | (per our           |        | Objective   
|                                                                   |  |                                                                   |  |                                                                                   |  |                                          |  | Greek annual       |        | Value       
|                                                                   |  |                                                                   |  |                                                                                   |  |                                          |  | report dated       |        | (as reported
|                                                                   |  |                                                                   |  |                                                                                   |  |                                          |  | December 31,       |        | by the tax  
|Address                                                            |  | Type of Property                                                  |  | Use                                                                               |  | Area                                     |  | 2003)              |        | authorities)
|                                                                   |  |                                                                   |  |                                                                                   |  |                                          |  |                    |        |             
|                                                                   |  |                                                                   |  |                                                                                   |  |                                          |  |                   
|                                                                   |  |                                                                   |  |                                                                                   |  |                                          |  | (EUR in thousands)
|1.  86 Eolou Str. & 6-8-10-12
    Sophocleous Str                  |  | Block of multi-story buildings, listed on
    historical register |  |  Head office
     Administrative services
     Leased to Athens Stock Exchange |  | 33,887 m2on a site of
    9,687 m2       |  |                    | 73,374 |              |  |  | 52,332 | 
|2.  I. Theotoki Tafros
    location Kerkyra                      |  | Land                                                              |  | To be developed                                                                   |  | 24,803 m2partly zoned
    (expropriated) |  |                    | 3,940  |              |  |  | 20,824 | 
|3.  70 Th. Sofouli, Kalamaria,
    Thessaloniki                    |  | Land                                                              |  | To be developed                                                                   |  | 10,333 m2                                |  |                    | 209    |              |  |  | 19,205 | 
|4.  Alifanta, Kentro
    location, Lesvos                        |  | Land                                                              |  | To be developed                                                                   |  | 2,477,192 m2                             |  |                    | 1,460  |              |  |  | 19,122 | 
|5.  12 Vas. Amalias Ave, Athens                                    |  | Multi-story building                                              |  | Administrative services                                                           |  | 4,831 m2on a site of
    943 m2          |  |                    | 15,122 |              |  |  | 14,745 | 
|6.  Retsina and Hymettus Str. former
    Akeretsina S.A. Pireaus |  | Industrial                                                        |  | Rented (stores, small industries)                                                 |  | 15,466 m2on a site of
    26,719 m2      |  |                    | 4,218  |              |  |  | 14,454 | 
|7.  6 Kar. Serbias, Athens                                         |  | Multi-story building                                              |  | Administrative                                                                    |  | 5,115 m2on a site of
    480 m2          |  |                    | 13,329 |              |  |  | 13,457 | 
|8.  38 Stadiou Str., Athens                                        |  | Multi-story building, listed on historical
    register           |  | Store & administrative services                                                   |  | 8,820 m2on a site of
    1,700 m2        |  |                    | 22,377 |              |  |  | 13,324 | 
|9.  6 Aristotelous Square and
    5 Ploutarchou                    |  | Multi-story building                                              |  | Administrative services                                                           |  | 5,759 m2on a site of
    879 m2          |  |                    | 14,934 |              |  |  | 10,590 | 
|10. 14 Vas. Amalias Ave, Athens                                    |  | Multi-story building                                              |  | Administrative services                                                           |  | 4,675 m2on a site of
    483 m2          |  |                    | 12,231 |              |  |  | 9,903  | 

There are no environmental issues of which we are
aware that could affect our utilization of these property
holdings.

E.  Selected Statistical
Data

Information included in this section, except
where otherwise stated, relates to the Bank and its
subsidiaries. The statistical data presented below may differ
from data included in the consolidated financial statements of
the Group included elsewhere in this Annual Report. In certain
cases, the statistical data is derived from statutory reports
and from statistical data reported in the forms prescribed by
the central bank for regulatory purposes. Such data are compiled
as a normal part of the Groups financial reporting and
management information systems. Unless otherwise noted, amounts
presented below are based on U.S. GAAP financial
information.

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Average Balances and Interest Rates

The following table sets forth average balances
of assets and liabilities of the Group for the years ended
December 31, 2001, 2002 and 2003 and, for interest-earning
assets and interest-bearing liabilities, provides the amount of
interest earned or paid and the average rate of such interest
for such asset or liability, as applicable. The table below has
been calculated on the basis of average monthly balances.

|                                                                           |  |                                        |            |          |  |         |           |         |  |          |      |         |  |         |            |          |  |         |           |  |  |  |      |  |  |  |            |   |  |  |           |  |  |  |       | 
|-------------------------------------------------------------------------- |  | -------------------------------------- | ---------- | -------- |  | ------- | --------- | ------- |  | -------- | ---- | ------- |  | ------- | ---------- | -------- |  | ------- | --------- |  |  |  | ---- |  |  |  | ---------- | - |  |  | --------- |  |  |  | ----- | 
|                                                                           |  |                                       
|                                                                           |  | Year ended December 31,               
|                                                                           |  |                                       
|                                                                           |  |                                        |            |          |  |        
|                                                                           |  | 2001                                   |            | 2002     |  | 2003   
|                                                                           |  |                                        |            |          |  |        
|                                                                           |  | Average                                |            |          |  | Average |           | Average |  |          |      | Average |  | Average |            |          |  | Average
|                                                                           |  | Balance                                |            | Interest |  | Rate    |           | Balance |  | Interest |      | Rate    |  | Balance |            | Interest |  | Rate   
|                                                                           |  |                                        |            |          |  |         |           |         |  |          |      |         |  |         |            |          |  |        
|                                                                           |  |                                        |            |          |  | %       |           |         |  |          |      | %       |  |         |            |          |  | %      
|                                                                           |  |                                       
|                                                                           |  | (EUR in thousands, except percentages)
|Assets:                                                                    |  |                                        |            |          |  |         |           |         |  |          |      |         |  |         |            |          |  |         |           |  |  |  |      |  |  |  |            |   |  |  |           |  |  |  |       | 
|Cash and due from banks                                                    |  |                                        | 1,313,960  |          |  |         |          |         |  |          |     |         |  |         | 1,061,473  |          |  |         |          |  |  |  |     |  |  |  | 475,624    |   |  |  |          |  |  |  |      | 
|Deposits with central bank                                                 |  |                                        | 780,317    |          |  |         | 32,537    |         |  |          | 4.17 |         |  |         | 689,771    |          |  |         | 24,146    |  |  |  | 3.50 |  |  |  | 616,113    |   |  |  | 17,848    |  |  |  | 2.90  | 
|Federal funds sold and securities purchased under
    agreements to resell |  |                                        | 949,734    |          |  |         | 27,839    |         |  |          | 2.93 |         |  |         | 2,615,547  |          |  |         | 70,668    |  |  |  | 2.70 |  |  |  | 5,036,620  |   |  |  | 122,901   |  |  |  | 2.44  | 
|Interest bearing deposits with banks                                       |  |                                        | 8,898,875  |          |  |         | 443,319   |         |  |          | 4.98 |         |  |         | 6,932,301  |          |  |         | 216,012   |  |  |  | 3.12 |  |  |  | 4,721,390  |   |  |  | 93,200    |  |  |  | 1.97  | 
|Money market investments                                                   |  |                                        | 118,917    |          |  |         | 5,987     |         |  |          | 5.03 |         |  |         | 201,871    |          |  |         | 6,343     |  |  |  | 3.14 |  |  |  | 144,628    |   |  |  | 3,969     |  |  |  | 2.74  | 
|Trading assets:                                                            |  |                                        |            |          |  |         |           |         |  |          |      |         |  |         |            |          |  |         |           |  |  |  |      |  |  |  |            |   |  |  |           |  |  |  |       | 
|Debt equity and derivative instruments                                     |  |                                        | 14,284,023 |          |  |         | 689,027   |         |  |          | 4.82 |         |  |         | 13,972,135 |          |  |         | 756,576   |  |  |  | 5.41 |  |  |  | 15,821,060 |   |  |  | 542,099   |  |  |  | 3.43  | 
|Securities:                                                                |  |                                        |            |          |  |         |           |         |  |          |      |         |  |         |            |          |  |         |           |  |  |  |      |  |  |  |            |   |  |  |           |  |  |  |       | 
|Available-for-sale, at fair value                                          |  |                                        | 3,199,774  |          |  |         | 171,202   |         |  |          | 5.35 |         |  |         | 3,742,323  |          |  |         | 167,315   |  |  |  | 4.47 |  |  |  | 3,899,976  |   |  |  | 143,893   |  |  |  | 3.69  | 
|Held-to-maturity, at amortized cost                                        |  |                                        |           |          |  |         |          |         |  |          |     |         |  |         |           |          |  |         |          |  |  |  |     |  |  |  |           |   |  |  |          |  |  |  |      | 
|Loans                                                                      |  |                                        | 18,297,112 |          |  |         | 1,220,267 |         |  |          | 6.67 |         |  |         | 19,616,864 |          |  |         | 1,154,660 |  |  |  | 5.89 |  |  |  | 22,074,579 |   |  |  | 1,190,337 |  |  |  | 5.39  | 
|Less: Allowance for loan losses                                            |  |                                        | (941,194   | )        |  |         |          |         |  |          |     |         |  |         | (921,989   | )        |  |         |          |  |  |  |     |  |  |  | (898,231   | ) |  |  |          |  |  |  |      | 
|Net loans                                                                  |  |                                        | 17,355,918 |          |  |         |          |         |  |          |     |         |  |         | 18,694,875 |          |  |         |          |  |  |  |     |  |  |  | 21,176,348 |   |  |  |          |  |  |  |      | 
|Goodwill                                                                   |  |                                        |           |          |  |         |          |         |  |          |     |         |  |         |           |          |  |         |          |  |  |  |     |  |  |  | 123,704    |   |  |  |          |  |  |  |      | 
|Intangible assets                                                          |  |                                        | 115,762    |          |  |         |          |         |  |          |     |         |  |         | 164,652    |          |  |         |          |  |  |  |     |  |  |  | 81,548     |   |  |  |          |  |  |  |      | 
|Premises and equipment, net                                                |  |                                        | 639,472    |          |  |         |          |         |  |          |     |         |  |         | 792,376    |          |  |         |          |  |  |  |     |  |  |  | 879,807    |   |  |  |          |  |  |  |      | 
|Customers liability on acceptances                                        |  |                                        | 490        |          |  |         |          |         |  |          |     |         |  |         | 1,517      |          |  |         |          |  |  |  |     |  |  |  | 776        |   |  |  |          |  |  |  |      | 
|Accrued interest receivable                                                |  |                                        | 314,785    |          |  |         |          |         |  |          |     |         |  |         | 219,037    |          |  |         |          |  |  |  |     |  |  |  | 622,923    |   |  |  |          |  |  |  |      | 
|Other assets                                                               |  |                                        | 2,542,521  |          |  |         | 31,131    |         |  |          | 1.22 |         |  |         | 4,919,096  |          |  |         | 20,978    |  |  |  | 0.43 |  |  |  | 2,828,129  |   |  |  | 16,086    |  |  |  | 0.57  | 
|                                                                           |  |                                        |            |          |  |         |           |         |  |          |      |         |  |         |            |          |  |         |           |  |  |  |      |  |  |  |            |   |  |  |           |  |  |  |       | 
|Total Assets                                                               |  |                                        | 50,514,548 |          |  |         | 2,621,309 |         |  |          | 5.19 |         |  |         | 54,006,974 |          |  |         | 2,416,698 |  |  |  | 4.47 |  |  |  | 56,428,646 |   |  |  | 2,130,333 |  |  |  | 3.78  | 
|                                                                           |  |                                        |            |          |  |         |           |         |  |          |      |         |  |         |            |          |  |         |           |  |  |  |      |  |  |  |            |   |  |  |           |  |  |  |       | 
|Liabilities:                                                               |  |                                        |            |          |  |         |           |         |  |          |      |         |  |         |            |          |  |         |           |  |  |  |      |  |  |  |            |   |  |  |           |  |  |  |       | 
|Deposits                                                                   |  |                                        | 40,893,238 |          |  |         | 1,209,218 |         |  |          | 2.96 |         |  |         | 42,539,266 |          |  |         | 923,640   |  |  |  | 2.17 |  |  |  | 43,750,369 |   |  |  | 592,891   |  |  |  | 1.36  | 
|Central bank borrowings                                                    |  |                                        | 74,040     |          |  |         | 7,348     |         |  |          | 9.93 |         |  |         | 52,967     |          |  |         | 5,140     |  |  |  | 9.70 |  |  |  | 6,451      |   |  |  | 916       |  |  |  | 14.20 | 
|Securities sold under agreements to repurchase                             |  |                                        | 4,753,271  |          |  |         | 149,558   |         |  |          | 3.15 |         |  |         | 7,087,318  |          |  |         | 211,724   |  |  |  | 2.99 |  |  |  | 7,445,885  |   |  |  | 186,152   |  |  |  | 2.50  | 
|Other borrowed funds                                                       |  |                                        | 197,784    |          |  |         | 9,147     |         |  |          | 4.63 |         |  |         | 148,241    |          |  |         | 5,654     |  |  |  | 3.81 |  |  |  | 249,807    |   |  |  | 5,031     |  |  |  | 2.01  | 
|Acceptances outstanding                                                    |  |                                        | 490        |          |  |         |          |         |  |          |     |         |  |         | 1,517      |          |  |         |          |  |  |  |     |  |  |  | 776        |   |  |  |          |  |  |  |      | 
|Accounts payable, accrued expenses and other
    Liabilities               |  |                                        | 1,844,578  |          |  |         | 2,908     |         |  |          | 0.16 |         |  |         | 1,689,250  |          |  |         | 6,384     |  |  |  | 0.38 |  |  |  | 1,252,344  |   |  |  | 4,812     |  |  |  | 0.38  | 
|Long-term debt                                                             |  |                                        | 292,337    |          |  |         | 14,932    |         |  |          | 5.11 |         |  |         | 560,985    |          |  |         | 22,481    |  |  |  | 4.01 |  |  |  | 1,147,452  |   |  |  | 33,752    |  |  |  | 2.94  | 
|                                                                           |  |                                        |            |          |  |         |           |         |  |          |      |         |  |         |            |          |  |         |           |  |  |  |      |  |  |  |            |   |  |  |           |  |  |  |       | 
|Total Liabilities                                                          |  |                                        | 48,055,738 |          |  |         | 1,393,111 |         |  |          | 2.90 |         |  |         | 52,079,544 |          |  |         | 1,175,023 |  |  |  | 2.26 |  |  |  | 53,853,084 |   |  |  | 823,554   |  |  |  | 1.53  | 
|                                                                           |  |                                        |            |          |  |         |           |         |  |          |      |         |  |         |            |          |  |         |           |  |  |  |      |  |  |  |            |   |  |  |           |  |  |  |       | 




Notes:



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Non-accruing loans which have not been written
    off are included in Loans, above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(2) | Loan origination fees, net of certain direct
    origination costs, are deferred and recognized as an adjustment
    to yield of the related loans.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(3) | Throughout 2001, the Bank ceased to accrue
    interest on commercial loans, residential real estate loans and
    credit card loans when they are delinquent for 180 days,
    360 days and 100 days (i.e. 90 days plus a 10-day
    grace period), respectively. With effect from January 1,
    2002, due to regulatory changes in Greece, the Bank ceases to
    accrue interest on commercial loans and residential real estate
    loans when they are delinquent for 180 days, and for credit
    card loans when they are delinquent for 100 days (i.e.
    90 days plus a 10-day grace period).

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Analysis of Changes in Net Interest Income and
Interest Expense  Volume and Rate Analysis

The following table analyzes the change in the
Groups net interest income attributable to changes in the
average volume of interest-earning assets and interest-bearing
liabilities and changes in their respective interest rates for
the periods presented. Amounts due to changes in volume have
been calculated by multiplying the change in volume during the
year times the average rate for the preceding year. Amounts due
to changes in rates have been calculated by multiplying the
change in the current year average rate times the volume of the
current year. The net change attributable to changes in both
volume and rate has been allocated proportionately to the change
due to average volume and the change due to average rate. The
changes are calculated on the basis of the monthly average
balance sheets set forth in the preceding table.

|                                                                           |  |                    |          |           |  |               |         |   |  |  |          |  
|-------------------------------------------------------------------------- |  | ------------------ | -------- | --------- |  | ------------- | ------- | - |  |  | -------- | -
|                                                                           |  |                   
|                                                                           |  | 2002 vs. 2003     
|                                                                           |  |                   
|                                                                           |  | Total              |          | Due to    |  | Due to       
|                                                                           |  | interest           |          | change in |  | change in    
|                                                                           |  | change             |          | volume    |  | interest rate
|                                                                           |  |                    |          |           |  |              
|                                                                           |  |                   
|                                                                           |  | (EUR in thousands)
|ASSETS                                                                     |  |                    |          |           |  |               |         |   |  |  |          |  
|Cash and due from banks and deposits with central
    bank                 |  |                    | (6,298   | )         |  |               | (9,093  | ) |  |  | 2,795    |  
|Federal funds sold and securities purchased under
    agreements to resell |  |                    | 52,233   |           |  |               | 65,414  |   |  |  | (13,181  | )
|Interest bearing deposits with banks                                       |  |                    | (122,812 | )         |  |               | (68,892 | ) |  |  | (53,920  | )
|Money market investments                                                   |  |                    | (2,374   | )         |  |               | (1,799  | ) |  |  | (575     | )
|Trading assets and derivative instruments                                  |  |                    | (214,477 | )         |  |               | 100,117 |   |  |  | (314,594 | )
|Securities:                                                                |  |                    |          |           |  |               |         |   |  |  |          |  
|Available-for-sale, at fair value                                          |  |                    | (23,422  | )         |  |               | 7,048   |   |  |  | (30,470  | )
|Loans                                                                      |  |                    | 35,677   |           |  |               | 144,663 |   |  |  | (108,986 | )
|Other assets                                                               |  |                    | (4,892   | )         |  |               | (8,917  | ) |  |  | 4,025    |  
|                                                                           |  |                    |          |           |  |               |         |   |  |  |          |  
|Total Assets                                                               |  |                    | (286,365 | )         |  |               | 228,541 |   |  |  | (514,906 | )
|                                                                           |  |                    |          |           |  |               |         |   |  |  |          |  
|LIABILITIES                                                                |  |                    |          |           |  |               |         |   |  |  |          |  
|Deposits                                                                   |  |                    | (330,749 | )         |  |               | 26,296  |   |  |  | (357,045 | )
|Central bank borrowings                                                    |  |                    | (4,224   | )         |  |               | (4,514  | ) |  |  | 290      |  
|Securities sold under agreements to repurchase                             |  |                    | (25,572  | )         |  |               | 10,712  |   |  |  | (36,284  | )
|Other borrowed funds                                                       |  |                    | (623     | )         |  |               | 3,874   |   |  |  | (4,497   | )
|Accounts payable, accrued expenses and other
    liabilities               |  |                    | (1,572   | )         |  |               | 2,798   |   |  |  | (4,370   | )
|Long-term debt                                                             |  |                    | 11,271   |           |  |               | 23,502  |   |  |  | (12,231  | )
|                                                                           |  |                    |          |           |  |               |         |   |  |  |          |  
|Total Liabilities                                                          |  |                    | (351,469 | )         |  |               | 62,668  |   |  |  | (414,137 | )
|                                                                           |  |                    |          |           |  |               |         |   |  |  |          |  

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|                                                                           |  |                    |          |           |  |               |         |   |  |  |          |  
|-------------------------------------------------------------------------- |  | ------------------ | -------- | --------- |  | ------------- | ------- | - |  |  | -------- | -
|                                                                           |  |                   
|                                                                           |  | 2001 vs. 2002     
|                                                                           |  |                   
|                                                                           |  | Total              |          | Due to    |  | Due to       
|                                                                           |  | interest           |          | change in |  | change in    
|                                                                           |  | change             |          | volume    |  | interest rate
|                                                                           |  |                    |          |           |  |              
|                                                                           |  |                   
|                                                                           |  | (EUR in thousands)
|ASSETS                                                                     |  |                    |          |           |  |               |         |   |  |  |          |  
|Cash and due from banks and deposits with central
    bank                 |  |                    | (8,391   | )         |  |               | (3,776  | ) |  |  | (4,615   | )
|Federal funds sold and securities purchased under
    agreements to resell |  |                    | 42,829   |           |  |               | 48,829  |   |  |  | (6,000   | )
|Interest bearing deposits with banks                                       |  |                    | (227,307 | )         |  |               | (97,970 | ) |  |  | (129,337 | )
|Money market investments                                                   |  |                    | 356      |           |  |               | 4,176   |   |  |  | (3,820   | )
|Trading assets and derivative instruments                                  |  |                    | 67,549   |           |  |               | (15,045 | ) |  |  | 82,594   |  
|Securities:                                                                |  |                    |          |           |  |               |         |   |  |  |          |  
|Available-for-sale, at fair value                                          |  |                    | (3,887   | )         |  |               | 29,029  |   |  |  | (32,916  | )
|Loans                                                                      |  |                    | (65,607  | )         |  |               | 88,017  |   |  |  | (153,624 | )
|Other assets                                                               |  |                    | (10,153  | )         |  |               | 29,099  |   |  |  | (39,252  | )
|                                                                           |  |                    |          |           |  |               |         |   |  |  |          |  
|Total Assets                                                               |  |                    | (204,611 | )         |  |               | 82,359  |   |  |  | (286,970 | )
|                                                                           |  |                    |          |           |  |               |         |   |  |  |          |  
|LIABILITIES                                                                |  |                    |          |           |  |               |         |   |  |  |          |  
|Deposits                                                                   |  |                    | (285,578 | )         |  |               | 48,673  |   |  |  | (334,251 | )
|Central bank borrowings                                                    |  |                    | (2,208   | )         |  |               | (2,091  | ) |  |  | (117     | )
|Securities sold under agreements to repurchase                             |  |                    | 62,166   |           |  |               | 73,439  |   |  |  | (11,273  | )
|Other borrowed funds                                                       |  |                    | (3,493   | )         |  |               | (2,291  | ) |  |  | (1,202   | )
|Accounts payable, accrued expenses and other
    liabilities               |  |                    | 3,476    |           |  |               | (249    | ) |  |  | 3,725    |  
|Long-term debt                                                             |  |                    | 7,549    |           |  |               | 13,722  |   |  |  | (6,173   | )
|                                                                           |  |                    |          |           |  |               |         |   |  |  |          |  
|Total Liabilities                                                          |  |                    | (218,088 | )         |  |               | 131,203 |   |  |  | (349,291 | )
|                                                                           |  |                    |          |           |  |               |         |   |  |  |          |  

Interest Earning Assets  Net
Interest Margin

The following table shows the levels of average
interest earning assets and interest income and net interest
income of the Group and the net interest margin for each of the
periods indicated. These data are derived from the table of
average balance and interest rates above and are based upon
information in the Groups U.S. GAAP Financial
Statements.

|                                     |  |                                        |            |      |  |      |            |   |  |  |            |  
|------------------------------------ |  | -------------------------------------- | ---------- | ---- |  | ---- | ---------- | - |  |  | ---------- | -
|                                     |  |                                       
|                                     |  | Year ended December 31,               
|                                     |  |                                       
|                                     |  | 2001                                   |            | 2002 |  | 2003
|                                     |  |                                        |            |      |  |     
|                                     |  |                                       
|                                     |  | (EUR in thousands, except percentages)
|Average interest earning assets      |  |                                        | 46,528,751 |      |  |      | 47,770,813 |   |  |  | 52,314,366 |  
|Interest income                      |  |                                        | 2,621,310  |      |  |      | 2,416,698  |   |  |  | 2,130,333  |  
|Average interest bearing liabilities |  |                                        | 46,261,413 |      |  |      | 50,388,777 |   |  |  | 52,599,964 |  
|Interest expense                     |  |                                        | 1,393,113  |      |  |      | 1,175,023  |   |  |  | 823,554    |  
|Net interest income                  |  |                                        | 1,228,197  |      |  |      | 1,241,675  |   |  |  | 1,306,779  |  
|Net interest margin(1)               |  |                                        | 2.64       | %    |  |      | 2.60       | % |  |  | 2.50       | %






|    |                                                                                                   
|--- | --------------------------------------------------------------------------------------------------
|(1) | Net interest margin represents net interest
    income divided by average interest earning assets.

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Return on Equity and Assets

The following table presents certain selected
financial information and ratios for the Group for the periods
indicated.

|                                     |                                 |                                        |            |      |   |      |            |      |   |  |            |      |  
|------------------------------------ | ------------------------------- | -------------------------------------- | ---------- | ---- | - | ---- | ---------- | ---- | - |  | ---------- | ---- | -
|                                     |                                 |                                       
|                                     |                                 | Year ended December 31,               
|                                     |                                 |                                       
|                                     |                                 | 2001                                   |            | 2002 |   | 2003
|                                     |                                 |                                        |            |      |   |     
|                                     |                                 |                                       
|                                     |                                 | (EUR in thousands, except percentages)
|Net interest income                  |                                 |                                        | 1,228,197  |      |   |      | 1,241,675  |      |   |  | 1,306,779  |     
|Net income                           |                                 |                                        | 204,974    |      |   |      | 126,873    |      |   |  | 127,496    |     
|Average total assets                 |                                 |                                        | 50,514,548 |      |   |      | 54,006,974 |      |   |  | 56,428,646 |     
|Average shareholders equity(1)      |                                 |                                        | 1,362,610  |      |   |      | 1,297,497  |      |   |  | 1,313,809  |     
|Net interest income as a percent of: |                                 |                                        |            |      |   |      |            |      |   |  |            |     
|                                     | Average total assets            |                                        |            | 2.4  | % |      |            | 2.3  | % |  |            | 2.3  | %
|                                     | Average shareholders equity(1) |                                        |            | 90.1 | % |      |            | 95.7 | % |  |            | 99.5 | %
|Net income as a percent of:          |                                 |                                        |            |      |   |      |            |      |   |  |            |     
|                                     | Average total assets            |                                        |            | 0.4  | % |      |            | 0.2  | % |  |            | 0.2  | %
|                                     | Average shareholders equity(1) |                                        |            | 15.0 | % |      |            | 9.8  | % |  |            | 9.7  | %






|    |                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Average shareholders equity is calculated
    as the arithmetical average of shareholders equity at the
    beginning of the year and the end of the year.

Assets

Investment Portfolio

At December 31, 2003, the Groups
investment securities were carried at a book value of
19,303.5 million,
representing 34.7% of the Groups total assets. Greek
Treasury bonds and other Greek State or State-guaranteed
securities accounted for
13,110.7 million,
or 67.9% of the Groups investment securities. In preparing
its U.S. GAAP Financial Statements, the Group reclassified
its securities as required by U.S. GAAP according to the
following categories: trading securities and securities
available-for-sale.

The Bank has the largest portfolio of Greek
government bonds among Greek banks, which is attributable to the
high reserve requirements applied by Greek banking regulations
in the past as well as the Banks position as the leading
primary dealer (in terms of volume and liquidity) of Greek risk,
according to statistics published by the Bank of Greece. Some of
these bonds were acquired in discharge of public sector loans
guaranteed by the Greek State. Greek government bonds issued
prior to October 1997 carry variable interest rates equal to the
rates on a 12-month Greek treasury bill with an additional
spread. Greek government bonds issued subsequently carry fixed
interest rates.

The Groups equity portfolio stems largely
from investment activities on the ATHEX as well as equities
taken in loan foreclosure and workout situations in the past. As
part of its aim to restructure and reorganize its operations,
the Group has been strategically divesting its holdings in
non-core businesses. In 2000, the Group realized a total of
66.3 million
by disposing of equity securities. In 2001 and 2002, however, we
made no material disposals due to unfavorable market conditions.
In 2003, we had revenues of
32.4 million
by disposing of equity securities (mainly from our equity
participations in AGET and HELEX).

64



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The following table sets forth the cost and fair
value of each type of the Groups trading securities at
December 31, 2001, 2002 and 2003:

|                                                                       |  |                         |            |       |  |           |            |       |  |           |            |       |  |  |            |  |  |  |            |  |  |  |            | 
|---------------------------------------------------------------------- |  | ----------------------- | ---------- | ----- |  | --------- | ---------- | ----- |  | --------- | ---------- | ----- |  |  | ---------- |  |  |  | ---------- |  |  |  | ---------- | 
|                                                                       |  |                        
|                                                                       |  | Year ended December 31,
|                                                                       |  |                        
|                                                                       |  |                         |            |       |  |          
|                                                                       |  | 2001                    |            | 2002  |  | 2003     
|                                                                       |  |                         |            |       |  |          
|                                                                       |  | Amortized               |            | Fair  |  | Amortized |            | Fair  |  | Amortized |            | Fair 
|                                                                       |  | Cost                    |            | Value |  | Cost      |            | Value |  | Cost      |            | Value
|                                                                       |  |                         |            |       |  |           |            |       |  |           |            |      
|                                                                       |  |                        
|                                                                       |  | (EUR in thousands)     
|Trading Account Securities                                             |  |                         |            |       |  |           |            |       |  |           |            |       |  |  |            |  |  |  |            |  |  |  |            | 
|Greek government bonds                                                 |  |                         | 12,684,640 |       |  |           | 12,681,367 |       |  |           | 12,845,393 |       |  |  | 12,921,289 |  |  |  | 12,133,285 |  |  |  | 12,189,657 | 
|Certificates of deposit, bankers
    acceptances and commercial paper |  |                         | 289,520    |       |  |           | 292,519    |       |  |           | 142,983    |       |  |  | 145,766    |  |  |  | 132,050    |  |  |  | 134,061    | 
|Debt securities issued by other governments and
    public entities    |  |                         | 64,784     |       |  |           | 66,453     |       |  |           | 146,458    |       |  |  | 147,975    |  |  |  | 172,543    |  |  |  | 171,125    | 
|Debt securities issued by foreign financial
    institutions           |  |                         | 560,379    |       |  |           | 562,717    |       |  |           | 645,408    |       |  |  | 640,172    |  |  |  | 374,111    |  |  |  | 378,992    | 
|Debt securities issued by Greek financial
    institutions             |  |                         | 66,474     |       |  |           | 67,146     |       |  |           | 44,483     |       |  |  | 44,488     |  |  |  | 122,646    |  |  |  | 122,842    | 
|Equity securities issued by companies
    incorporated in Greece       |  |                         | 458,585    |       |  |           | 294,018    |       |  |           | 312,658    |       |  |  | 127,986    |  |  |  | 267,752    |  |  |  | 161,687    | 
|Equity securities issued by foreign companies                          |  |                         | 6,180      |       |  |           | 5,729      |       |  |           | 5,332      |       |  |  | 4,442      |  |  |  | 3,795      |  |  |  | 3,881      | 
|Other                                                                  |  |                         | 1,395,800  |       |  |           | 1,402,142  |       |  |           | 1,229,149  |       |  |  | 1,245,980  |  |  |  | 595,380    |  |  |  | 626,626    | 
|                                                                       |  |                         |            |       |  |           |            |       |  |           |            |       |  |  |            |  |  |  |            |  |  |  |            | 
|Total Trading Account Securities                                       |  |                         | 15,526,362 |       |  |           | 15,372,091 |       |  |           | 15,371,864 |       |  |  | 15,278,098 |  |  |  | 13,801,562 |  |  |  | 13,788,871 | 
|                                                                       |  |                         |            |       |  |           |            |       |  |           |            |       |  |  |            |  |  |  |            |  |  |  |            | 

In anticipation of the adoption of International
Financial Reporting Standards as its primary financial reporting
standards, in lieu of Greek GAAP, the Group re-examined the
classification of its securities portfolio. As a result, the
Group transferred
90.6 million
of equity securities at fair value from the trading portfolio to
the available-for-sale portfolio, effective January 1,
2002. The unrealized loss on these securities at the time of
transfer was
78.6 million.

65



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The following table sets forth the amortized cost
and fair value as well as gross unrealized gains and losses of
each type of the Groups available-for-sale and
held-to-maturity securities at December 31, 2001, 2002 and
2003:

|                                                                              |  |                         |           |            |  |            |         |       |  |           |          |            |  |            |           |       |  |           |           |            |  |            |         |       |  |  |          |   |  |  |           |  |  |  |           |  |  |  |        |  |  |  |         |   |  |  |           | 
|----------------------------------------------------------------------------- |  | ----------------------- | --------- | ---------- |  | ---------- | ------- | ----- |  | --------- | -------- | ---------- |  | ---------- | --------- | ----- |  | --------- | --------- | ---------- |  | ---------- | ------- | ----- |  |  | -------- | - |  |  | --------- |  |  |  | --------- |  |  |  | ------ |  |  |  | ------- | - |  |  | --------- | 
|                                                                              |  |                        
|                                                                              |  | Year ended December 31,
|                                                                              |  |                        
|                                                                              |  |                         |           |            |  |           
|                                                                              |  | 2001                    |           | 2002       |  | 2003      
|                                                                              |  |                         |           |            |  |           
|                                                                              |  |                         |           | Gross      |  | Gross      |         |       |  |           |          | Gross      |  | Gross      |           |       |  |           |           | Gross      |  | Gross      |         |      
|                                                                              |  | Amortized               |           | Unrealized |  | Unrealized |         | Fair  |  | Amortized |          | Unrealized |  | Unrealized |           | Fair  |  | Amortized |           | Unrealized |  | Unrealized |         | Fair 
|                                                                              |  | Cost                    |           | Gains      |  | Losses     |         | Value |  | Cost      |          | Gains      |  | Losses     |           | Value |  | Cost      |           | Gains      |  | Losses     |         | Value
|                                                                              |  |                         |           |            |  |            |         |       |  |           |          |            |  |            |           |       |  |           |           |            |  |            |         |      
|                                                                              |  |                        
|                                                                              |  | (EUR in thousands)     
|Available-for-sale securities                                                 |  |                         |           |            |  |            |         |       |  |           |          |            |  |            |           |       |  |           |           |            |  |            |         |       |  |  |          |   |  |  |           |  |  |  |           |  |  |  |        |  |  |  |         |   |  |  |           | 
|Greek government bonds                                                        |  |                         | 1,098,820 |            |  |            | 89,069  |       |  |           | (2,530   | )          |  |            | 1,185,359 |       |  |           | 1,062,601 |            |  |            | 66,370  |       |  |  | (2,962   | ) |  |  | 1,126,009 |  |  |  | 895,128   |  |  |  | 30,578 |  |  |  | (4,699  | ) |  |  | 921,007   | 
|Mortgage-backed securities                                                    |  |                         | 160,288   |            |  |            | 1,233   |       |  |           |         |            |  |            | 161,521   |       |  |           | 127,775   |            |  |            | 5,236   |       |  |  | (2       | ) |  |  | 133,009   |  |  |  | 68,090    |  |  |  | 1,772  |  |  |  | (64     | ) |  |  | 69,798    | 
|Collateralized mortgage obligations                                           |  |                         | 397,858   |            |  |            |        |       |  |           | (2,644   | )          |  |            | 395,214   |       |  |           | 941,042   |            |  |            | 5,861   |       |  |  | (1,350   | ) |  |  | 945,553   |  |  |  | 989,298   |  |  |  | 1,451  |  |  |  | (10,917 | ) |  |  | 979,832   | 
|Debt securities issued by other governments and
    public entities           |  |                         | 634,092   |            |  |            | 14,732  |       |  |           | (5,007   | )          |  |            | 643,817   |       |  |           | 582,965   |            |  |            | 33,511  |       |  |  | (3,990   | ) |  |  | 612,486   |  |  |  | 2,242,755 |  |  |  | 30,299 |  |  |  | (5,510  | ) |  |  | 2,267,544 | 
|Corporate debt securities issued by companies
    incorporated in Greece      |  |                         | 162,691   |            |  |            | 2,274   |       |  |           | (616     | )          |  |            | 164,349   |       |  |           | 99,737    |            |  |            | 2,661   |       |  |  | (112     | ) |  |  | 102,286   |  |  |  | 285,207   |  |  |  | 2,662  |  |  |  | (47     | ) |  |  | 287,822   | 
|Corporate debt securities issued by companies
    incorporated outside Greece |  |                         | 481,012   |            |  |            | 2,322   |       |  |           | (8,698   | )          |  |            | 474,636   |       |  |           | 337,891   |            |  |            | 7,007   |       |  |  | (6,940   | ) |  |  | 337,958   |  |  |  | 279,576   |  |  |  | 2,742  |  |  |  | (1,780  | ) |  |  | 280,538   | 
|Equity securities issued by companies
    incorporated in Greece              |  |                         | 202,729   |            |  |            | 6,377   |       |  |           | (73,723  | )          |  |            | 135,383   |       |  |           | 292,837   |            |  |            | 2,623   |       |  |  | (141,215 | ) |  |  | 154,245   |  |  |  | 124,928   |  |  |  | 5,741  |  |  |  | (5,524  | ) |  |  | 125,145   | 
|Equity securities issued by companies
    incorporated outside Greece         |  |                         | 4,916     |            |  |            | 76      |       |  |           | (1,033   | )          |  |            | 3,959     |       |  |           | 4,416     |            |  |            | 158     |       |  |  | (670     | ) |  |  | 3,904     |  |  |  | 4,222     |  |  |  | 158    |  |  |  | (439    | ) |  |  | 3,941     | 
|Mutual fund units                                                             |  |                         | 331,581   |            |  |            | 2,348   |       |  |           | (33,050  | )          |  |            | 300,879   |       |  |           | 416,814   |            |  |            | 5,434   |       |  |  | (46,480  | ) |  |  | 375,768   |  |  |  | 516,280   |  |  |  | 4,226  |  |  |  | (5,925  | ) |  |  | 514,581   | 
|Other                                                                         |  |                         | 31,961    |            |  |            |        |       |  |           | (2,562   | )          |  |            | 29,399    |       |  |           | 53,903    |            |  |            | 1       |       |  |  | (1,160   | ) |  |  | 52,744    |  |  |  | 65,403    |  |  |  | 78     |  |  |  | (1,074  | ) |  |  | 64,407    | 
|                                                                              |  |                         |           |            |  |            |         |       |  |           |          |            |  |            |           |       |  |           |           |            |  |            |         |       |  |  |          |   |  |  |           |  |  |  |           |  |  |  |        |  |  |  |         |   |  |  |           | 
|Total available- for-sale securities                                          |  |                         | 3,505,948 |            |  |            | 118,431 |       |  |           | (129,863 | )          |  |            | 3,494,516 |       |  |           | 3,919,981 |            |  |            | 128,862 |       |  |  | (204,881 | ) |  |  | 3,843,962 |  |  |  | 5,470,887 |  |  |  | 79,707 |  |  |  | (35,979 | ) |  |  | 5,514,615 | 
|                                                                              |  |                         |           |            |  |            |         |       |  |           |          |            |  |            |           |       |  |           |           |            |  |            |         |       |  |  |          |   |  |  |           |  |  |  |           |  |  |  |        |  |  |  |         |   |  |  |           | 
|Held-to-maturity securities                                                   |  |                         |           |            |  |            |         |       |  |           |          |            |  |            |           |       |  |           |           |            |  |            |         |       |  |  |          |   |  |  |           |  |  |  |           |  |  |  |        |  |  |  |         |   |  |  |           | 
|Greek government bonds                                                        |  |                         |          |            |  |            |        |       |  |           |         |            |  |            |          |       |  |           |          |            |  |            |        |       |  |  |         |   |  |  |          |  |  |  |          |  |  |  |       |  |  |  |        |   |  |  |          | 
|Mortgage-backed securities                                                    |  |                         |          |            |  |            |        |       |  |           |         |            |  |            |          |       |  |           |          |            |  |            |        |       |  |  |         |   |  |  |          |  |  |  |          |  |  |  |       |  |  |  |        |   |  |  |          | 
|Collateralized mortgage obligations                                           |  |                         |          |            |  |            |        |       |  |           |         |            |  |            |          |       |  |           |          |            |  |            |        |       |  |  |         |   |  |  |          |  |  |  |          |  |  |  |       |  |  |  |        |   |  |  |          | 
|Other                                                                         |  |                         |          |            |  |            |        |       |  |           |         |            |  |            |          |       |  |           |          |            |  |            |        |       |  |  |         |   |  |  |          |  |  |  |          |  |  |  |       |  |  |  |        |   |  |  |          | 
|Debt securities issued by other governments and
    public entities           |  |                         |          |            |  |            |        |       |  |           |         |            |  |            |          |       |  |           |          |            |  |            |        |       |  |  |         |   |  |  |          |  |  |  |          |  |  |  |       |  |  |  |        |   |  |  |          | 
|Corporate debt securities issued by companies
    incorporated in Greece      |  |                         |          |            |  |            |        |       |  |           |         |            |  |            |          |       |  |           |          |            |  |            |        |       |  |  |         |   |  |  |          |  |  |  |          |  |  |  |       |  |  |  |        |   |  |  |          | 
|Corporate debt securities issued by companies
    incorporated outside Greece |  |                         |          |            |  |            |        |       |  |           |         |            |  |            |          |       |  |           |          |            |  |            |        |       |  |  |         |   |  |  |          |  |  |  |          |  |  |  |       |  |  |  |        |   |  |  |          | 
|                                                                              |  |                         |           |            |  |            |         |       |  |           |          |            |  |            |           |       |  |           |           |            |  |            |         |       |  |  |          |   |  |  |           |  |  |  |           |  |  |  |        |  |  |  |         |   |  |  |           | 
|Total held-to- maturity securities                                            |  |                         |          |            |  |            |        |       |  |           |         |            |  |            |          |       |  |           |          |            |  |            |        |       |  |  |         |   |  |  |          |  |  |  |          |  |  |  |       |  |  |  |        |   |  |  |          | 
|                                                                              |  |                         |           |            |  |            |         |       |  |           |          |            |  |            |           |       |  |           |           |            |  |            |         |       |  |  |          |   |  |  |           |  |  |  |           |  |  |  |        |  |  |  |         |   |  |  |           | 

During 2002, the Group took an impairment charge
on its available-for-sale portfolio amounting to
35.5 million.
The charge relates to equity securities listed on the ATHEX.
This amount represented managements best estimate of the
level of permanent diminution in the value of these securities,
as a result of the unfavorable market conditions in the Greek
equities market. The amortized cost and fair value of these
securities at December 31, 2002 was
3,920.0 million
and
3,844.0 million,
respectively.

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##### Table of Contents



The following table sets forth the book value of
the Groups securities by maturity at December 31,
2003:

|                                                                              |  |                                        |           |                        |  |                          |      |                 |  |          |           |       |  |           |           |          |  |       |      |           |  |          |           |       |  |  |           |  |  |  |      |   |  |  |           |  |  |  |           |  |  |  |      |   |  |  |           | 
|----------------------------------------------------------------------------- |  | -------------------------------------- | --------- | ---------------------- |  | ------------------------ | ---- | --------------- |  | -------- | --------- | ----- |  | --------- | --------- | -------- |  | ----- | ---- | --------- |  | -------- | --------- | ----- |  |  | --------- |  |  |  | ---- | - |  |  | --------- |  |  |  | --------- |  |  |  | ---- | - |  |  | --------- | 
|                                                                              |  |                                       
|                                                                              |  | Year ended December 31, 2003          
|                                                                              |  |                                       
|                                                                              |  |                                        |           |                        |  |                          |      |                
|                                                                              |  |                                        |           | After one year through |  | After five years through |      |                
|                                                                              |  | Within one year or less                |           | five years             |  | ten years                |      | After ten years
|                                                                              |  |                                        |           |                        |  |                          |      |                
|                                                                              |  |                                        |           | Weighted               |  |                          |      |                 |  | Weighted |           |       |  |           |           | Weighted |  |       |      |           |  | Weighted |           |      
|                                                                              |  | Amortized                              |           | average                |  | Fair                     |      | Amortized       |  | average  |           | Fair  |  | Amortized |           | average  |  | Fair  |      | Amortized |  | average  |           | Fair 
|                                                                              |  | Cost                                   |           | yield                  |  | Value                    |      | Cost            |  | yield    |           | Value |  | Cost      |           | yield    |  | Value |      | Cost      |  | yield    |           | Value
|                                                                              |  |                                        |           |                        |  |                          |      |                 |  |          |           |       |  |           |           |          |  |       |      |           |  |          |           |      
|                                                                              |  |                                       
|                                                                              |  | (EUR in thousands, except percentages)
|Trading account securities:                                                   |  |                                        |           |                        |  |                          |      |                 |  |          |           |       |  |           |           |          |  |       |      |           |  |          |           |       |  |  |           |  |  |  |      |   |  |  |           |  |  |  |           |  |  |  |      |   |  |  |           | 
|Greek government and agencies                                                 |  |                                        | 1,215,979 |                        |  |                          | 2.46 | %               |  |          | 1,209,959 |       |  |           | 8,948,532 |          |  |       | 3.29 | %         |  |          | 8,976,348 |       |  |  | 1,509,866 |  |  |  | 4.12 | % |  |  | 1,519,411 |  |  |  | 458,908   |  |  |  | 4.25 | % |  |  | 483,939   | 
|Certificates of deposit bankers acceptances
    and commercial paper         |  |                                        | 132,050   |                        |  |                          | 3.43 | %               |  |          | 134,061   |       |  |           |          |          |  |       |     |           |  |          |          |       |  |  |          |  |  |  |     |   |  |  |          |  |  |  |          |  |  |  |     |   |  |  |          | 
|Debt securities issued by other governments and
    public entities           |  |                                        | 1,989     |                        |  |                          | 0.48 | %               |  |          | 1,931     |       |  |           | 7,201     |          |  |       | 6.30 | %         |  |          | 7,203     |       |  |  | 47,303    |  |  |  | 5.89 | % |  |  | 46,639    |  |  |  | 116,050   |  |  |  | 4.72 | % |  |  | 115,352   | 
|Debt securities issued by Greek financial
    institutions                    |  |                                        |          |                        |  |                          |     |                 |  |          |          |       |  |           | 67,667    |          |  |       | 2.53 | %         |  |          | 67,762    |       |  |  | 46,585    |  |  |  | 3.50 | % |  |  | 46,692    |  |  |  | 8,394     |  |  |  | 4.48 | % |  |  | 8,388     | 
|Debt securities issued by foreign financial
    institutions                  |  |                                        | 9,690     |                        |  |                          | 2.28 | %               |  |          | 9,670     |       |  |           | 92,177    |          |  |       | 4.50 | %         |  |          | 83,497    |       |  |  | 267,564   |  |  |  | 4.70 | % |  |  | 281,023   |  |  |  | 4,680     |  |  |  | 3.68 | % |  |  | 4,802     | 
|Corporate debt securities issued by Greek
    companies                       |  |                                        | 14,065    |                        |  |                          | 2.93 | %               |  |          | 14,056    |       |  |           | 177,577   |          |  |       | 4.85 | %         |  |          | 181,046   |       |  |  | 143,025   |  |  |  | 5.01 | % |  |  | 144,581   |  |  |  |          |  |  |  |     |   |  |  |          | 
|Corporate debt securities issued by foreign
    companies                     |  |                                        | 15,086    |                        |  |                          | 4.86 | %               |  |          | 17,662    |       |  |           | 77,181    |          |  |       | 5.34 | %         |  |          | 91,982    |       |  |  | 136,847   |  |  |  | 6.28 | % |  |  | 146,744   |  |  |  | 26,683    |  |  |  | 1.49 | % |  |  | 25,548    | 
|                                                                              |  |                                        |           |                        |  |                          |      |                 |  |          |           |       |  |           |           |          |  |       |      |           |  |          |           |       |  |  |           |  |  |  |      |   |  |  |           |  |  |  |           |  |  |  |      |   |  |  |           | 
|Total trading account securities                                              |  |                                        | 1,388,859 |                        |  |                          | 2.58 | %               |  |          | 1,387,339 |       |  |           | 9,370,335 |          |  |       | 3.34 | %         |  |          | 9,407,838 |       |  |  | 2,151,190 |  |  |  | 4.41 | % |  |  | 2,185,090 |  |  |  | 614,715   |  |  |  | 4.22 | % |  |  | 638,029   | 
|                                                                              |  |                                        |           |                        |  |                          |      |                 |  |          |           |       |  |           |           |          |  |       |      |           |  |          |           |       |  |  |           |  |  |  |      |   |  |  |           |  |  |  |           |  |  |  |      |   |  |  |           | 
|Available-for-sale securities                                                 |  |                                        |           |                        |  |                          |      |                 |  |          |           |       |  |           |           |          |  |       |      |           |  |          |           |       |  |  |           |  |  |  |      |   |  |  |           |  |  |  |           |  |  |  |      |   |  |  |           | 
|Greek government and agencies                                                 |  |                                        | 61,250    |                        |  |                          | 1.95 | %               |  |          | 62,678    |       |  |           | 412,817   |          |  |       | 3.54 | %         |  |          | 422,423   |       |  |  | 268,191   |  |  |  | 3.54 | % |  |  | 277,939   |  |  |  | 152,870   |  |  |  | 3.91 | % |  |  | 157,967   | 
|Mortgage-backed securities                                                    |  |                                        |          |                        |  |                          |     |                 |  |          |          |       |  |           | 116       |          |  |       | 4.54 | %         |  |          | 118       |       |  |  | 805       |  |  |  | 6.05 | % |  |  | 864       |  |  |  | 67,169    |  |  |  | 5.24 | % |  |  | 68,816    | 
|Collateralized mortgage obligations                                           |  |                                        |          |                        |  |                          |     |                 |  |          |          |       |  |           |          |          |  |       |     |           |  |          |          |       |  |  |          |  |  |  |     |   |  |  |          |  |  |  | 989,298   |  |  |  | 4.40 | % |  |  | 979,832   | 
|Debt securities issued by other governments and
    public entities           |  |                                        | 298,113   |                        |  |                          | 2.73 | %               |  |          | 298,002   |       |  |           | 1,675,032 |          |  |       | 3.45 | %         |  |          | 1,683,018 |       |  |  | 170,533   |  |  |  | 4.53 | % |  |  | 177,487   |  |  |  | 99,077    |  |  |  | 6.38 | % |  |  | 109,037   | 
|Corporate debt securities issued by companies
    incorporated in Greece      |  |                                        | 38,709    |                        |  |                          | 2.36 | %               |  |          | 38,709    |       |  |           | 212,189   |          |  |       | 2.73 | %         |  |          | 214,407   |       |  |  | 34,309    |  |  |  | 2.86 | % |  |  | 34,706    |  |  |  |          |  |  |  |     |   |  |  |          | 
|Corporate debt securities issued by companies
    incorporated outside Greece |  |                                        | 11,901    |                        |  |                          | 8.02 | %               |  |          | 11,986    |       |  |           | 92,240    |          |  |       | 4.46 | %         |  |          | 93,666    |       |  |  | 170,318   |  |  |  | 3.98 | % |  |  | 169,446   |  |  |  | 5,117     |  |  |  | 4.81 | % |  |  | 5,440     | 
|Other                                                                         |  |                                        | 73        |                        |  |                          | 2.66 | %               |  |          | 75        |       |  |           | 20        |          |  |       | 7.60 | %         |  |          | 20        |       |  |  | 9,700     |  |  |  |     |   |  |  | 9,774     |  |  |  | 13,206    |  |  |  |     |   |  |  | 13,206    | 
|                                                                              |  |                                        |           |                        |  |                          |      |                 |  |          |           |       |  |           |           |          |  |       |      |           |  |          |           |       |  |  |           |  |  |  |      |   |  |  |           |  |  |  |           |  |  |  |      |   |  |  |           | 
|Total available- for-sale securities                                          |  |                                        | 410,046   |                        |  |                          | 2.73 | %               |  |          | 411,450   |       |  |           | 2,392,414 |          |  |       | 3.44 | %         |  |          | 2,413,652 |       |  |  | 653,856   |  |  |  | 3.83 | % |  |  | 670,216   |  |  |  | 1,326,737 |  |  |  | 4.49 | % |  |  | 1,334,298 | 
|                                                                              |  |                                        |           |                        |  |                          |      |                 |  |          |           |       |  |           |           |          |  |       |      |           |  |          |           |       |  |  |           |  |  |  |      |   |  |  |           |  |  |  |           |  |  |  |      |   |  |  |           | 
|Held-to-maturity securities                                                   |  |                                        |           |                        |  |                          |      |                 |  |          |           |       |  |           |           |          |  |       |      |           |  |          |           |       |  |  |           |  |  |  |      |   |  |  |           |  |  |  |           |  |  |  |      |   |  |  |           | 
|Greek government bonds                                                        |  |                                        |          |                        |  |                          |     |                 |  |          |          |       |  |           |          |          |  |       |     |           |  |          |          |       |  |  |          |  |  |  |     |   |  |  |          |  |  |  |          |  |  |  |     |   |  |  |          | 
|Mortgage-backed securities                                                    |  |                                        |          |                        |  |                          |     |                 |  |          |          |       |  |           |          |          |  |       |     |           |  |          |          |       |  |  |          |  |  |  |     |   |  |  |          |  |  |  |          |  |  |  |     |   |  |  |          | 
|Collateralized mortgage obligations                                           |  |                                        |          |                        |  |                          |     |                 |  |          |          |       |  |           |          |          |  |       |     |           |  |          |          |       |  |  |          |  |  |  |     |   |  |  |          |  |  |  |          |  |  |  |     |   |  |  |          | 
|Debt securities issued by other governments and
    public entities           |  |                                        |          |                        |  |                          |     |                 |  |          |          |       |  |           |          |          |  |       |     |           |  |          |          |       |  |  |          |  |  |  |     |   |  |  |          |  |  |  |          |  |  |  |     |   |  |  |          | 
|Corporate debt securities issued by companies
    incorporated in Greece      |  |                                        |          |                        |  |                          |     |                 |  |          |          |       |  |           |          |          |  |       |     |           |  |          |          |       |  |  |          |  |  |  |     |   |  |  |          |  |  |  |          |  |  |  |     |   |  |  |          | 
|Corporate debt securities issued by companies
    incorporated outside Greece |  |                                        |          |                        |  |                          |     |                 |  |          |          |       |  |           |          |          |  |       |     |           |  |          |          |       |  |  |          |  |  |  |     |   |  |  |          |  |  |  |          |  |  |  |     |   |  |  |          | 
|Other                                                                         |  |                                        |          |                        |  |                          |     |                 |  |          |          |       |  |           |          |          |  |       |     |           |  |          |          |       |  |  |          |  |  |  |     |   |  |  |          |  |  |  |          |  |  |  |     |   |  |  |          | 
|                                                                              |  |                                        |           |                        |  |                          |      |                 |  |          |           |       |  |           |           |          |  |       |      |           |  |          |           |       |  |  |           |  |  |  |      |   |  |  |           |  |  |  |           |  |  |  |      |   |  |  |           | 
|Total held-to- maturity securities                                            |  |                                        |          |                        |  |                          |     |                 |  |          |          |       |  |           |          |          |  |       |     |           |  |          |          |       |  |  |          |  |  |  |     |   |  |  |          |  |  |  |          |  |  |  |     |   |  |  |          | 
|                                                                              |  |                                        |           |                        |  |                          |      |                 |  |          |           |       |  |           |           |          |  |       |      |           |  |          |           |       |  |  |           |  |  |  |      |   |  |  |           |  |  |  |           |  |  |  |      |   |  |  |           | 

67



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##### Table of Contents



As indicated above, the Group holds a significant
amount of Greek government securities. This investment in Greek
government securities (mostly government bonds and Greek
treasury bills) exceeds 10% of the Groups
shareholders equity. The aggregate book value and market
value of Greek government securities held by the Group (which
includes securities held in its trading and available-for-sale
portfolios) at December 31, 2003 was
13,110.7 million.

During 2000, as Greece confirmed its adoption of
the euro and the yield on Greek government bonds decreased, we
sold securities in our held-to-maturity securities portfolio and
reclassified the balance into our trading portfolio. As a
result, we have no held-to-maturity securities from the end of
2000 onwards. See Note 10 to the U.S. GAAP financial
statements included in this Annual Report.

Loan Portfolio

The Groups loan portfolio has grown
steadily in recent years in line with increased demand for
credit generally in Greece and the other markets in which the
Group operates. At December 31, 2003, the amount of the
Groups total outstanding loans and advances to customers
equaled
22,933.0 million.
The Groups loan portfolio consists primarily of loans to
domestic corporate borrowers, with maturities or periodic
repricing intervals of less than six months. See Note 14 to
the U.S. GAAP Financial Statements. Approximately 83.1% of
the Groups loan portfolio was to Greek residents as at
December 31, 2003. Most of the Groups loans are in
the form of credit lines with short maturities.

Loans by Type of Customer.The Group offers a wide range of
credit instruments to domestic and foreign businesses and
State-related entities and individuals, including letters of
credit and long-term and short-term loans.

The following table provides details of loans to
customers made by the Group, classified by type of loan, the
borrowers principal economic activity, as well as the
breakdown of domestic and foreign loans at December 31,
1999, 2000, 2001, 2002 and 2003. Amounts below are presented
based on U.S. GAAP financial data.

|                             |                             |                         |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |           | 
|---------------------------- | --------------------------- | ----------------------- | ---------- | --------- |  | ---- | ---------- | --------- |  | ---- | ---------- | --------- |  |  | ---------- | --------- |  |  | ---------- | --------- | 
|                             |                             |                        
|                             |                             | Year ended December 31,
|                             |                             |                        
|                             |                             | 1999                    |            | 2000      |  | 2001 |            | 2002      |  | 2003
|                             |                             |                         |            |           |  |      |            |           |  |     
|                             |                             |                        
|                             |                             | (EUR in thousands)     
|Greek residents:             |                             |                         |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|Consumer:                    |                             |                         |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|                             | Residential mortgages       |                         |            | 3,082,891 |  |      |            | 3,616,367 |  |      |            | 4,521,013 |  |  |            | 5,559,819 |  |  |            | 6,793,804 | 
|                             | Credit card                 |                         |            | 374,060   |  |      |            | 495,037   |  |      |            | 779,712   |  |  |            | 1,030,071 |  |  |            | 1,220,799 | 
|                             | Auto financings             |                         |            | 16,628    |  |      |            | 95,281    |  |      |            | 285,658   |  |  |            | 283,344   |  |  |            | 306,195   | 
|                             | Other consumers             |                         |            | 387,340   |  |      |            | 632,205   |  |      |            | 733,510   |  |  |            | 957,020   |  |  |            | 1,306,133 | 
|                             |                             |                         |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|Total                        |                             |                         | 3,860,919  |           |  |      | 4,838,890  |           |  |      | 6,319,893  |           |  |  | 7,830,254  |           |  |  | 9,626,931  |          
|                             |                             |                         |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|Commercial:                  |                             |                         |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|                             | Industry and mining         |                         |            | 2,159,583 |  |      |            | 2,404,549 |  |      |            | 1,870,698 |  |  |            | 1,992,235 |  |  |            | 2,098,065 | 
|                             | Small-scale industry        |                         |            | 669,010   |  |      |            | 621,781   |  |      |            | 687,044   |  |  |            | 685,704   |  |  |            | 715,106   | 
|                             | Trade                       |                         |            | 2,079,985 |  |      |            | 2,399,387 |  |      |            | 2,032,191 |  |  |            | 2,322,891 |  |  |            | 2,468,250 | 
|                             | Construction                |                         |            | 105,855   |  |      |            | 96,980    |  |      |            | 148,244   |  |  |            | 228,986   |  |  |            | 364,903   | 
|                             | Tourism                     |                         |            | 236,602   |  |      |            | 237,661   |  |      |            | 293,562   |  |  |            | 291,207   |  |  |            | 306,722   | 
|                             | Shipping and transportation |                         |            | 579,833   |  |      |            | 756,901   |  |      |            | 867,485   |  |  |            | 856,660   |  |  |            | 806,961   | 
|                             | Commercial mortgages        |                         |            | 150,512   |  |      |            | 130,853   |  |      |            | 175,431   |  |  |            | 100,636   |  |  |            | 133,596   | 
|                             | Public sector               |                         |            | 2,035,663 |  |      |            | 2,414,054 |  |      |            | 3,653,439 |  |  |            | 2,186,293 |  |  |            | 1,478,400 | 
|                             | Other                       |                         |            | 328,117   |  |      |            | 575,117   |  |      |            | 1,034,325 |  |  |            | 704,155   |  |  |            | 1,048,274 | 
|                             |                             |                         |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|Total                        |                             |                         | 8,345,160  |           |  |      | 9,637,283  |           |  |      | 10,762,419 |           |  |  | 9,368,767  |           |  |  | 9,420,277  |          
|                             |                             |                         |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|Total Greek residents loans  |                             |                         | 12,206,079 |           |  |      | 14,476,173 |           |  |      | 17,082,312 |           |  |  | 17,199,021 |           |  |  | 19,047,208 |          
|Unearned income              |                             |                         | (276       | )         |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|                             |                             |                         |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|Loans net of unearned income |                             |                         | 12,205,803 |           |  |      | 14,476,173 |           |  |      | 17,082,312 |           |  |  | 17,199,021 |           |  |  | 19,047,208 |          
|                             |                             |                         |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          

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|                                   |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |         | 
|---------------------------------- | --------------------------- | ----------------------- | ---------- | ------- |  | ---- | ---------- | ------- |  | ---- | ---------- | ------- |  |  | ---------- | ------- |  |  | ---------- | ------- | 
|                                   |                             |                        
|                                   |                             | Year ended December 31,
|                                   |                             |                        
|                                   |                             | 1999                    |            | 2000    |  | 2001 |            | 2002    |  | 2003
|                                   |                             |                         |            |         |  |      |            |         |  |     
|                                   |                             |                        
|                                   |                             | (EUR in thousands)     
|Foreign:                           |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        
|Consumer:                          |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        
|                                   | Residential mortgages       |                         |            | 151,337 |  |      |            | 178,239 |  |      |            | 178,301 |  |  |            | 258,603 |  |  |            | 263,964 | 
|                                   | Credit card                 |                         |            | 3,425   |  |      |            | 9,752   |  |      |            | 15,284  |  |  |            | 16,669  |  |  |            | 20,546  | 
|                                   | Auto financings             |                         |            | 12,387  |  |      |            | 4,205   |  |      |            | 8,365   |  |  |            | 10,930  |  |  |            | 16,735  | 
|                                   | Other consumers             |                         |            | 162,412 |  |      |            | 205,949 |  |      |            | 222,159 |  |  |            | 244,196 |  |  |            | 267,159 | 
|                                   |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        
|Total                              |                             |                         | 329,561    |         |  |      | 398,145    |         |  |      | 424,109    |         |  |  | 530,398    |         |  |  | 568,404    |        
|                                   |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        
|Commercial:                        |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        
|                                   | Industry and mining         |                         |            | 534,054 |  |      |            | 772,584 |  |      |            | 922,745 |  |  |            | 869,188 |  |  |            | 890,675 | 
|                                   | Small-scale industry        |                         |            | 12,132  |  |      |            | 91,965  |  |      |            | 34,028  |  |  |            | 41,488  |  |  |            | 88,118  | 
|                                   | Trade                       |                         |            | 279,862 |  |      |            | 407,032 |  |      |            | 446,364 |  |  |            | 468,406 |  |  |            | 618,837 | 
|                                   | Construction                |                         |            | 73,194  |  |      |            | 106,732 |  |      |            | 137,201 |  |  |            | 189,243 |  |  |            | 267,510 | 
|                                   | Tourism                     |                         |            | 43,228  |  |      |            | 64,123  |  |      |            | 74,136  |  |  |            | 71,598  |  |  |            | 101,591 | 
|                                   | Shipping and transportation |                         |            | 259,935 |  |      |            | 266,248 |  |      |            | 239,634 |  |  |            | 204,234 |  |  |            | 226,543 | 
|                                   | Commercial mortgages        |                         |            | 431,815 |  |      |            | 575,011 |  |      |            | 658,213 |  |  |            | 647,306 |  |  |            | 631,668 | 
|                                   | Public sector               |                         |            | 45,993  |  |      |            | 76,537  |  |      |            | 73,530  |  |  |            | 32,198  |  |  |            | 45,694  | 
|                                   | Other                       |                         |            | 206,812 |  |      |            | 289,191 |  |      |            | 268,353 |  |  |            | 385,048 |  |  |            | 452,381 | 
|                                   |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        
|Total                              |                             |                         | 1,887,025  |         |  |      | 2,649,423  |         |  |      | 2,854,204  |         |  |  | 2,908,709  |         |  |  | 3,323,017  |        
|                                   |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        
|Total foreign loans                |                             |                         | 2,216,586  |         |  |      | 3,047,568  |         |  |      | 3,278,313  |         |  |  | 3,439,107  |         |  |  | 3,891,421  |        
|Unearned income                    |                             |                         | (14,829    | )       |  |      | (5,368     | )       |  |      | (14,060    | )       |  |  | (6,803     | )       |  |  | (5,589     | )      
|                                   |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        
|Loans net of unearned income       |                             |                         | 2,201,757  |         |  |      | 3,042,200  |         |  |      | 3,264,253  |         |  |  | 3,432,304  |         |  |  | 3,885,832  |        
|                                   |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        
|Total loans net of unearned income |                             |                         | 14,407,560 |         |  |      | 17,518,373 |         |  |      | 20,346,565 |         |  |  | 20,631,325 |         |  |  | 22,933,040 |        
|Less: Allowance for loan losses    |                             |                         | (798,008   | )       |  |      | (973,211   | )       |  |      | (1,014,927 | )       |  |  | (1,011,145 | )       |  |  | (1,047,493 | )      
|                                   |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        
|Total net loans                    |                             |                         | 13,609,552 |         |  |      | 16,545,162 |         |  |      | 19,331,638 |         |  |  | 19,620,180 |         |  |  | 21,885,547 |        
|                                   |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        

A brief description of the type of loan
classifications included in the above analysis is as follows.

Residential mortgages consist primarily of fixed
and floating rate loans first collateralized by interests in
owner-occupied dwellings including single family homes and
condominiums. These loans are nearly all secured by pre-notation
( prosimiosi) which are less expensive and easier to
record than mortgages. See, below in this Item 4.E,
 Credit Quality  Risk
Management  Loan Approval Process.

The Group is also able to offer certain
Government-subsidized mortgage loans in Greece to borrowers who
meet certain criteria. See Item 4.B,
 Banking Activities in Greece 
Retail banking  Mortgage Lending.

Credit card lendings are unsecured revolving
credit lines.

Auto financing loans, first offered in 1997, are
extended for personal vehicles and are all unsecured.

Other consumer loans are made to individuals on
an installment plan to finance the purchase of consumer goods
and to pay for services. In late 1999, the Bank introduced
revolving credit facilities for retail customers under which
approved customers can withdraw funds up to the limit of their
individual credit facility as needed for personal purposes.
These loans are unsecured.

The majority of the Groups commercial loans
are in the form of short-term (i.e., less than one year) credit
facilities. Generally, if the borrowers meet interest payments
in a timely manner, these facilities are rolled over, subject to
the wishes of the borrower and the Banks credit review
policies.

Industry and mining loans include credit
extensions primarily made to corporations involved in the
textile, food and beverage, chemical, and metals mining
ventures. Such loans are generally collateralized by interests
in the customers real property and operating assets.

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Small scale industry loans are those made to
commercial ventures that generally employ fewer than 50 persons,
and such loans are collateralized by assets of the company or
assets of the companies shareholders.

Trade loans are those made to ventures which do
not manufacture goods but import, export, distribute and sell
goods. Such loans are typically collateralized by inventory or
assets of the companys shareholders.

Construction loans are made for larger scale
infrastructure or commercial projects undertaken by private
entities on their own behalf or on behalf of government public
works offices.

Tourism loans are made primarily to developers
and operators of hotel and resort properties and such loans are
secured by interests in those properties.

Shipping and transportation loans are advanced
primarily for shipbuilding, and to a lesser extent, shipyard
construction and vessel acquisitions and are collateralized by
interests in the vessels or other property and the future
revenues generated by the vessels. Other transportation loans
relate to ground and air transport.

Commercial mortgages are loans for and
collateralized by real property used in commercial ventures.
These loans are nearly all secured by pre-notation
(prosimiosi) which are less expensive and easier to
record than mortgages.

Public sector loans are those advanced to the
Greek government, public utilities and entities governed by the
public law of the Hellenic Republic, including IKA,the largest
social security institution in Greece.

The rollover policy of the Group stipulates full
repayment of loan obligations upon maturity/ expiry of a loan
facility before a new loan is extended.

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The following table provides details of the
maturities of loans to customers made by the Group, classified
by type of loan, the borrowers principal economic
activity, as well as the breakdown of domestic and foreign loans
as at December 31, 2003. Amounts below are presented based
on U.S. GAAP financial data.

|                                     |                             |                              |            |           |  |               |           |         |  |  |           |           |  |  |            |           | 
|------------------------------------ | --------------------------- | ---------------------------- | ---------- | --------- |  | ------------- | --------- | ------- |  |  | --------- | --------- |  |  | ---------- | --------- | 
|                                     |                             |                             
|                                     |                             | Year ended December 31, 2003
|                                     |                             |                             
|                                     |                             | Less than                    |            | 1 to 5    |  |              
|                                     |                             | 1 year                       |            | years     |  | After 5 years |           | Total  
|                                     |                             |                              |            |           |  |               |           |        
|                                     |                             |                             
|                                     |                             | (EUR in thousands)          
|Greek Residents                      |                             |                              |            |           |  |               |           |         |  |  |           |           |  |  |            |          
|Consumer:                            |                             |                              |            |           |  |               |           |         |  |  |           |           |  |  |            |          
|                                     | Residential mortgages       |                              |            | 227,203   |  |               |           | 463,952 |  |  |           | 6,102,649 |  |  |            | 6,793,804 | 
|                                     | Credit card                 |                              |            | 1,220,799 |  |               |           |        |  |  |           |          |  |  |            | 1,220,799 | 
|                                     | Auto financing              |                              |            | 29,373    |  |               |           | 263,424 |  |  |           | 13,398    |  |  |            | 306,195   | 
|                                     | Other consumers             |                              |            | 619,920   |  |               |           | 677,929 |  |  |           | 8,284     |  |  |            | 1,306,133 | 
|                                     |                             |                              |            |           |  |               |           |         |  |  |           |           |  |  |            |          
|Total                                |                             |                              | 2,097,295  |           |  |               | 1,405,305 |         |  |  | 6,124,331 |           |  |  | 9,626,931  |          
|                                     |                             |                              |            |           |  |               |           |         |  |  |           |           |  |  |            |          
|Commercial                           |                             |                              |            |           |  |               |           |         |  |  |           |           |  |  |            |          
|                                     | Industry and mining         |                              |            | 1,591,716 |  |               |           | 393,112 |  |  |           | 113,237   |  |  |            | 2,098,065 | 
|                                     | Small-scale industry        |                              |            | 502,922   |  |               |           | 135,728 |  |  |           | 76,456    |  |  |            | 715,106   | 
|                                     | Trade                       |                              |            | 2,040,962 |  |               |           | 270,059 |  |  |           | 157,229   |  |  |            | 2,468,250 | 
|                                     | Construction                |                              |            | 271,433   |  |               |           | 53,563  |  |  |           | 39,907    |  |  |            | 364,903   | 
|                                     | Tourism                     |                              |            | 97,243    |  |               |           | 130,167 |  |  |           | 79,312    |  |  |            | 306,722   | 
|                                     | Shipping and transportation |                              |            | 242,743   |  |               |           | 206,740 |  |  |           | 357,478   |  |  |            | 806,961   | 
|                                     | Commercial mortgages        |                              |            | 13,212    |  |               |           | 7,867   |  |  |           | 112,517   |  |  |            | 133,596   | 
|                                     | Public sector               |                              |            | 802,512   |  |               |           | 581,380 |  |  |           | 94,508    |  |  |            | 1,478,400 | 
|                                     | Other                       |                              |            | 511,139   |  |               |           | 448,075 |  |  |           | 89,060    |  |  |            | 1,048,274 | 
|                                     |                             |                              |            |           |  |               |           |         |  |  |           |           |  |  |            |          
|Total                                |                             |                              | 6,073,882  |           |  |               | 2,226,691 |         |  |  | 1,119,704 |           |  |  | 9,420,277  |          
|                                     |                             |                              |            |           |  |               |           |         |  |  |           |           |  |  |            |          
|Total Greek residents loans          |                             |                              | 8,171,177  |           |  |               | 3,631,996 |         |  |  | 7,244,035 |           |  |  | 19,047,208 |          
|                                     |                             |                              |            |           |  |               |           |         |  |  |           |           |  |  |            |          
|Foreign:                             |                             |                              |            |           |  |               |           |         |  |  |           |           |  |  |            |          
|Consumer:                            |                             |                              |            |           |  |               |           |         |  |  |           |           |  |  |            |          
|                                     | Residential mortgages       |                              |            | 91,957    |  |               |           | 92,519  |  |  |           | 79,488    |  |  |            | 263,964   | 
|                                     | Credit card                 |                              |            | 20,402    |  |               |           | 144     |  |  |           |          |  |  |            | 20,546    | 
|                                     | Auto financing              |                              |            | 9,913     |  |               |           | 6,481   |  |  |           | 341       |  |  |            | 16,735    | 
|                                     | Other consumers             |                              |            | 110,918   |  |               |           | 139,850 |  |  |           | 16,391    |  |  |            | 267,159   | 
|                                     |                             |                              |            |           |  |               |           |         |  |  |           |           |  |  |            |          
|Total                                |                             |                              | 233,190    |           |  |               | 238,994   |         |  |  | 96,220    |           |  |  | 568,404    |          
|                                     |                             |                              |            |           |  |               |           |         |  |  |           |           |  |  |            |          
|Commercial                           |                             |                              |            |           |  |               |           |         |  |  |           |           |  |  |            |          
|                                     | Industry and mining         |                              |            | 561,691   |  |               |           | 279,293 |  |  |           | 49,691    |  |  |            | 890,675   | 
|                                     | Small-scale industry        |                              |            | 48,572    |  |               |           | 35,843  |  |  |           | 3,703     |  |  |            | 88,118    | 
|                                     | Trade                       |                              |            | 413,409   |  |               |           | 178,266 |  |  |           | 27,162    |  |  |            | 618,837   | 
|                                     | Construction                |                              |            | 139,030   |  |               |           | 67,646  |  |  |           | 60,834    |  |  |            | 267,510   | 
|                                     | Tourism                     |                              |            | 43,004    |  |               |           | 31,347  |  |  |           | 27,240    |  |  |            | 101,591   | 
|                                     | Shipping and transportation |                              |            | 71,002    |  |               |           | 41,439  |  |  |           | 114,102   |  |  |            | 226,543   | 
|                                     | Commercial mortgages        |                              |            | 156,563   |  |               |           | 317,351 |  |  |           | 157,754   |  |  |            | 631,668   | 
|                                     | Public sector               |                              |            | 13,851    |  |               |           | 26,586  |  |  |           | 5,257     |  |  |            | 45,694    | 
|                                     | Other                       |                              |            | 249,490   |  |               |           | 131,371 |  |  |           | 71,520    |  |  |            | 452,381   | 
|                                     |                             |                              |            |           |  |               |           |         |  |  |           |           |  |  |            |          
|Total                                |                             |                              | 1,696,612  |           |  |               | 1,109,142 |         |  |  | 517,263   |           |  |  | 3,323,017  |          
|                                     |                             |                              |            |           |  |               |           |         |  |  |           |           |  |  |            |          
|Total foreign loans                  |                             |                              | 1,929,802  |           |  |               | 1,348,136 |         |  |  | 613,483   |           |  |  | 3,891,421  |          
|Unearned income                      |                             |                              | (1,273     | )         |  |               | (4,316    | )       |  |  |          |           |  |  | (5,589     | )        
|                                     |                             |                              |            |           |  |               |           |         |  |  |           |           |  |  |            |          
|Foreign loans net of unearned income |                             |                              | 1,928,529  |           |  |               | 1,343,820 |         |  |  | 613,483   |           |  |  | 3,885,832  |          
|Total loans net of unearned income   |                             |                              | 10,099,706 |           |  |               | 4,975,816 |         |  |  | 7,857,518 |           |  |  | 22,933,040 |          
|Less: Allowance for loan losses      |                             |                              | (939,490   | )         |  |               | (98,365   | )       |  |  | (9,638    | )         |  |  | (1,047,493 | )        
|                                     |                             |                              |            |           |  |               |           |         |  |  |           |           |  |  |            |          
|Total net loans                      |                             |                              | 9,160,216  |           |  |               | 4,877,451 |         |  |  | 7,847,880 |           |  |  | 21,885,547 |          
|                                     |                             |                              |            |           |  |               |           |         |  |  |           |           |  |  |            |          

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Of the Groups loans outstanding at
December 31, 2003 that are due after one year,
2,923.4 million
had fixed interest rates while
9,910.0 million
had floating interest rates.

Foreign Country Outstandings

The Groups foreign outstanding loans,
representing specific country risk, are extended primarily by
the Groups foreign branches and banking subsidiaries. The
Banks Greek and London operations also provide loans
customarily made in U.S. dollars to the shipping industry,
as well as loans denominated in other currencies as requested by
customers. The Groups most significant exposure to foreign
countries for the year ended December 31, 2001, was to the
United States, Cyprus, Canada, Germany, the United Kingdom,
South Africa and France, for the year ended December 31,
2002, to the United States, the United Kingdom, France, Germany,
Cyprus and Bulgaria and for the year ended December 31,
2003, to the United States, the United Kingdom, France, Cyprus
and Bulgaria. These foreign country outstandings represent
additional economic and political risks, although the Group does
not currently view these risks as significant.

The tables below show the amount of foreign
outstandings at December 31, 2001, 2002 and 2003 to
borrowers in each foreign country where such outstandings exceed
1% of the Groups total assets. The Groups exposure
to certain of the countries provided below did not exceed 1% of
the Groups total assets in each of the years presented but
have been included in each such year for comparative purposes.

|                                     |  |                         |           |        |  |                |           |         |  |        |         |        |  |  |         |  |  |  |         |  |  |  |         | 
|------------------------------------ |  | ----------------------- | --------- | ------ |  | -------------- | --------- | ------- |  | ------ | ------- | ------ |  |  | ------- |  |  |  | ------- |  |  |  | ------- | 
|                                     |  |                        
|                                     |  | At December 31, 2001(1)
|                                     |  |                        
|                                     |  |                        
|                                     |  | Country                
|                                     |  |                        
|                                     |  | United States           |           | France |  | United Kingdom |           | Germany |  | Canada |         | Cyprus
|                                     |  |                         |           |        |  |                |           |         |  |        |         |       
|                                     |  |                        
|                                     |  | (EUR in thousands)     
|Loans                                |  |                         | 1,127,319 |        |  |                | 10,486    |         |  |        | 153,831 |        |  |  | 54,004  |  |  |  | 291,486 |  |  |  | 645,438 | 
|Interest bearing deposits with banks |  |                         | 321,656   |        |  |                | 1,007,410 |         |  |        | 629,206 |        |  |  | 661,215 |  |  |  | 506,342 |  |  |  | 23,260  | 
|Other interest bearing investments   |  |                         | 966,954   |        |  |                | 62,007    |         |  |        | 1,863   |        |  |  | 211,182 |  |  |  | 20,751  |  |  |  | 80,724  | 
|Other monetary assets                |  |                         | 187,563   |        |  |                | 75,510    |         |  |        | 181,119 |        |  |  | 10,907  |  |  |  | 30,952  |  |  |  | 58,917  | 
|                                     |  |                         |           |        |  |                |           |         |  |        |         |        |  |  |         |  |  |  |         |  |  |  |         | 
|Total                                |  |                         | 2,603,492 |        |  |                | 1,155,413 |         |  |        | 966,019 |        |  |  | 937,308 |  |  |  | 849,531 |  |  |  | 808,339 | 
|                                     |  |                         |           |        |  |                |           |         |  |        |         |        |  |  |         |  |  |  |         |  |  |  |         | 






|    |                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The aggregate amount of outstandings attributable
    to countries whose outstandings are between 0.75% and 1% of
    total assets is
    895.3 million.
    This balance is attributable to foreign outstandings with South
    Africa and Bulgaria.

|                                     |  |                         |           |                |  |         |           |        |  |        |           |          |  |  |         |  |  |  |         |  |  |  |         | 
|------------------------------------ |  | ----------------------- | --------- | -------------- |  | ------- | --------- | ------ |  | ------ | --------- | -------- |  |  | ------- |  |  |  | ------- |  |  |  | ------- | 
|                                     |  |                        
|                                     |  | At December 31, 2002(1)
|                                     |  |                        
|                                     |  |                        
|                                     |  | Country                
|                                     |  |                        
|                                     |  | United States           |           | United Kingdom |  | Germany |           | Cyprus |  | France |           | Bulgaria
|                                     |  |                         |           |                |  |         |           |        |  |        |           |         
|                                     |  |                        
|                                     |  | (EUR in thousands)     
|Loans                                |  |                         | 1,149,140 |                |  |         | 163,988   |        |  |        | 56,908    |          |  |  | 721,518 |  |  |  | 8,888   |  |  |  | 422,937 | 
|Interest bearing deposits with banks |  |                         | 274,932   |                |  |         | 993,560   |        |  |        | 1,068,829 |          |  |  | 18,403  |  |  |  | 623,851 |  |  |  | 9,277   | 
|Other interest bearing investments   |  |                         | 2,171,272 |                |  |         | 328,749   |        |  |        | 196,135   |          |  |  | 99,096  |  |  |  | 92,072  |  |  |  | 148,208 | 
|Other monetary assets                |  |                         | 164,921   |                |  |         | 27,996    |        |  |        | 2,638     |          |  |  | 78,147  |  |  |  | 36,834  |  |  |  | 107,017 | 
|                                     |  |                         |           |                |  |         |           |        |  |        |           |          |  |  |         |  |  |  |         |  |  |  |         | 
|Total                                |  |                         | 3,760,265 |                |  |         | 1,514,293 |        |  |        | 1,324,510 |          |  |  | 917,164 |  |  |  | 761,645 |  |  |  | 687,439 | 
|                                     |  |                         |           |                |  |         |           |        |  |        |           |          |  |  |         |  |  |  |         |  |  |  |         | 






|    |                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The aggregate amount of outstandings attributable
    to countries whose outstandings are between 0.75% and 1% of
    total assets is
    497.9 million.
    This balance is attributable to foreign outstandings with Canada.

72



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##### Table of Contents



|                                     |  |                         |           |                |  |        |           |        |  |          |           |  |  |  |         |  |  |  |         | 
|------------------------------------ |  | ----------------------- | --------- | -------------- |  | ------ | --------- | ------ |  | -------- | --------- |  |  |  | ------- |  |  |  | ------- | 
|                                     |  |                        
|                                     |  | At December 31, 2003(1)
|                                     |  |                        
|                                     |  |                        
|                                     |  | Country                
|                                     |  |                        
|                                     |  | United States           |           | United Kingdom |  | France |           | Cyprus |  | Bulgaria
|                                     |  |                         |           |                |  |        |           |        |  |         
|                                     |  |                        
|                                     |  | (EUR in thousands)     
|Loans                                |  |                         | 963,402   |                |  |        | 234,251   |        |  |          | 11,247    |  |  |  | 795,344 |  |  |  | 636,489 | 
|Interest bearing deposits with banks |  |                         | 7,280     |                |  |        | 816,843   |        |  |          | 588,024   |  |  |  | 7,801   |  |  |  |        | 
|Other interest bearing investments   |  |                         | 1,463,898 |                |  |        | 155,996   |        |  |          | 532,306   |  |  |  | 30,138  |  |  |  |        | 
|Other monetary assets                |  |                         | 220,848   |                |  |        | 16,760    |        |  |          | 18,983    |  |  |  |        |  |  |  | 39      | 
|                                     |  |                         |           |                |  |        |           |        |  |          |           |  |  |  |         |  |  |  |         | 
|Total                                |  |                         | 2,655,428 |                |  |        | 1,223,850 |        |  |          | 1,150,560 |  |  |  | 833,283 |  |  |  | 636,528 | 
|                                     |  |                         |           |                |  |        |           |        |  |          |           |  |  |  |         |  |  |  |         | 






|    |                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The aggregate amount of outstandings attributable
    to countries whose outstandings are between 0.75% and 1% of
    total assets is
    888.7 million.
    This balance is attributable to foreign outstandings with Canada
    and Germany.

The table below shows the amount of foreign
outstandings (in EUR thousands) by type of borrower for
countries where the Groups exposure exceeded 1% of total
assets at December 31, 2001, 2002 and 2003.

|                            |  |                              |           |        |  |        |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |        | 
|--------------------------- |  | ---------------------------- | --------- | ------ |  | ------ | ------- | -------------- |  | ------- | ------- | ------ |  |  | ------- |  |  |  | ------ |  |  |  | ------ | 
|                            |  |                             
|                            |  | Year ended December 31, 2001
|                            |  |                             
|                            |  |                             
|                            |  | Country                     
|                            |  |                             
|                            |  | United States                |           | Cyprus |  | Canada |         | United Kingdom |  | Germany |         | France
|                            |  |                              |           |        |  |        |         |                |  |         |         |       
|Consumer:                   |  |                              |           |        |  |        |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |        | 
|Residential mortgages       |  |                              | 57,376    |        |  |        | 16,279  |                |  |         | 99,216  |        |  |  |        |  |  |  |       |  |  |  |       | 
|Credit card                 |  |                              |          |        |  |        | 4,399   |                |  |         |        |        |  |  |        |  |  |  |       |  |  |  |       | 
|Auto financing              |  |                              |          |        |  |        | 7,463   |                |  |         | 898     |        |  |  |        |  |  |  |       |  |  |  |       | 
|Other consumers             |  |                              | 10,965    |        |  |        | 146,336 |                |  |         | 22,773  |        |  |  | 7,530   |  |  |  | 8,974  |  |  |  | 59     | 
|                            |  |                              |           |        |  |        |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |        | 
|Total                       |  |                              | 68,341    |        |  |        | 174,477 |                |  |         | 122,887 |        |  |  | 7,530   |  |  |  | 8,974  |  |  |  | 59     | 
|                            |  |                              |           |        |  |        |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |        | 
|Commercial:                 |  |                              |           |        |  |        |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |        | 
|Industry and mining         |  |                              | 559,213   |        |  |        | 80,158  |                |  |         |        |        |  |  | 47,081  |  |  |  | 23,123 |  |  |  |       | 
|Small-scale industry        |  |                              |          |        |  |        |        |                |  |         | 3,780   |        |  |  |        |  |  |  |       |  |  |  | 3      | 
|Trade                       |  |                              |          |        |  |        | 208,519 |                |  |         | 46,377  |        |  |  | 14,826  |  |  |  | 5,455  |  |  |  | 2,609  | 
|Construction                |  |                              | 15,404    |        |  |        | 69,001  |                |  |         | 5,817   |        |  |  | 23,131  |  |  |  |       |  |  |  | 3,930  | 
|Tourism                     |  |                              |          |        |  |        | 55,369  |                |  |         |        |        |  |  | 367     |  |  |  | 5,039  |  |  |  |       | 
|Shipping and transportation |  |                              |          |        |  |        | 48,390  |                |  |         | 153     |        |  |  | 67      |  |  |  |       |  |  |  | 3,885  | 
|Commercial mortgages        |  |                              | 484,361   |        |  |        |        |                |  |         | 112,472 |        |  |  | 411     |  |  |  |       |  |  |  |       | 
|Public sector               |  |                              |          |        |  |        | 4,499   |                |  |         |        |        |  |  | 3,308   |  |  |  |       |  |  |  |       | 
|Lease financing             |  |                              |          |        |  |        | 5,025   |                |  |         |        |        |  |  |        |  |  |  | 11,413 |  |  |  |       | 
|Other                       |  |                              |          |        |  |        |        |                |  |         |        |        |  |  | 57,110  |  |  |  |       |  |  |  |       | 
|                            |  |                              |           |        |  |        |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |        | 
|Total                       |  |                              | 1,058,978 |        |  |        | 470,961 |                |  |         | 168,599 |        |  |  | 146,301 |  |  |  | 45,030 |  |  |  | 10,427 | 
|                            |  |                              |           |        |  |        |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |        | 
|Total loans                 |  |                              | 1,127,319 |        |  |        | 645,438 |                |  |         | 291,486 |        |  |  | 153,831 |  |  |  | 54,004 |  |  |  | 10,486 | 
|                            |  |                              |           |        |  |        |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |        | 

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|                            |  |                              |           |        |  |          |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |       | 
|--------------------------- |  | ---------------------------- | --------- | ------ |  | -------- | ------- | -------------- |  | ------- | ------- | ------ |  |  | ------- |  |  |  | ------ |  |  |  | ----- | 
|                            |  |                             
|                            |  | Year ended December 31, 2002
|                            |  |                             
|                            |  |                             
|                            |  | Country                     
|                            |  |                             
|                            |  | United States                |           | Cyprus |  | Bulgaria |         | United Kingdom |  | Germany |         | France
|                            |  |                              |           |        |  |          |         |                |  |         |         |       
|Consumer:                   |  |                              |           |        |  |          |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |       | 
|Residential mortgages       |  |                              | 128,106   |        |  |          | 19,940  |                |  |         | 14,982  |        |  |  | 923     |  |  |  |       |  |  |  |      | 
|Credit card                 |  |                              |          |        |  |          | 5,065   |                |  |         | 59      |        |  |  |        |  |  |  |       |  |  |  |      | 
|Auto financing              |  |                              |          |        |  |          | 8,334   |                |  |         | 334     |        |  |  |        |  |  |  |       |  |  |  |      | 
|Other consumers             |  |                              | 4,587     |        |  |          | 162,965 |                |  |         | 45,764  |        |  |  | 3,022   |  |  |  | 8,314  |  |  |  | 153   | 
|                            |  |                              |           |        |  |          |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |       | 
|Total                       |  |                              | 132,693   |        |  |          | 196,304 |                |  |         | 61,139  |        |  |  | 3,945   |  |  |  | 8,314  |  |  |  | 153   | 
|                            |  |                              |           |        |  |          |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |       | 
|Commercial:                 |  |                              |           |        |  |          |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |       | 
|Industry and mining         |  |                              | 457,558   |        |  |          | 108,662 |                |  |         | 104,685 |        |  |  | 46,591  |  |  |  | 16,671 |  |  |  |      | 
|Small-scale industry        |  |                              |          |        |  |          |        |                |  |         | 27,250  |        |  |  |        |  |  |  |       |  |  |  | 68    | 
|Trade                       |  |                              |          |        |  |          | 172,646 |                |  |         | 137,450 |        |  |  | 15,991  |  |  |  | 20,118 |  |  |  | 133   | 
|Construction                |  |                              | 25,132    |        |  |          | 82,605  |                |  |         | 18,522  |        |  |  | 30,455  |  |  |  |       |  |  |  | 5,018 | 
|Tourism                     |  |                              |          |        |  |          | 64,927  |                |  |         | 1,353   |        |  |  | 344     |  |  |  | 3,409  |  |  |  | 889   | 
|Shipping and transportation |  |                              |          |        |  |          | 37,550  |                |  |         | 4,743   |        |  |  | 23,709  |  |  |  | 439    |  |  |  | 2,627 | 
|Commercial mortgages        |  |                              | 533,757   |        |  |          | 681     |                |  |         |        |        |  |  |        |  |  |  |       |  |  |  |      | 
|Public sector               |  |                              |          |        |  |          | 63      |                |  |         | 2,399   |        |  |  |        |  |  |  |       |  |  |  |      | 
|Lease financing             |  |                              |          |        |  |          |        |                |  |         |        |        |  |  |        |  |  |  |       |  |  |  |      | 
|Other                       |  |                              |          |        |  |          | 58,080  |                |  |         | 65,396  |        |  |  | 42,953  |  |  |  | 7,957  |  |  |  |      | 
|                            |  |                              |           |        |  |          |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |       | 
|Total                       |  |                              | 1,016,447 |        |  |          | 525,214 |                |  |         | 361,798 |        |  |  | 160,043 |  |  |  | 48,594 |  |  |  | 8,735 | 
|                            |  |                              |           |        |  |          |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |       | 
|Total loans                 |  |                              | 1,149,140 |        |  |          | 721,518 |                |  |         | 422,937 |        |  |  | 163,988 |  |  |  | 56,908 |  |  |  | 8,888 | 
|                            |  |                              |           |        |  |          |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |       | 

|                            |  |                              |         |        |  |          |         |                |  |        |         |  |  |  |         |  |  |  |        | 
|--------------------------- |  | ---------------------------- | ------- | ------ |  | -------- | ------- | -------------- |  | ------ | ------- |  |  |  | ------- |  |  |  | ------ | 
|                            |  |                             
|                            |  | Year ended December 31, 2003
|                            |  |                             
|                            |  |                             
|                            |  | Country                     
|                            |  |                             
|                            |  | United States                |         | Cyprus |  | Bulgaria |         | United Kingdom |  | France
|                            |  |                              |         |        |  |          |         |                |  |       
|Consumer:                   |  |                              |         |        |  |          |         |                |  |        |         |  |  |  |         |  |  |  |        | 
|Residential mortgages       |  |                              | 61,879  |        |  |          | 29,759  |                |  |        | 44,901  |  |  |  |        |  |  |  |       | 
|Credit card                 |  |                              |        |        |  |          | 5,828   |                |  |        | 2,167   |  |  |  |        |  |  |  |       | 
|Auto financing              |  |                              |        |        |  |          | 11,551  |                |  |        | 1,787   |  |  |  | 515     |  |  |  |       | 
|Other consumers             |  |                              | 3,394   |        |  |          | 88,045  |                |  |        | 109,758 |  |  |  | 2,918   |  |  |  | 213    | 
|                            |  |                              |         |        |  |          |         |                |  |        |         |  |  |  |         |  |  |  |        | 
|Total                       |  |                              | 65,273  |        |  |          | 135,183 |                |  |        | 158,613 |  |  |  | 3,433   |  |  |  | 213    | 
|                            |  |                              |         |        |  |          |         |                |  |        |         |  |  |  |         |  |  |  |        | 
|Commercial:                 |  |                              |         |        |  |          |         |                |  |        |         |  |  |  |         |  |  |  |        | 
|Industry and mining         |  |                              | 391,149 |        |  |          | 116,278 |                |  |        | 93,801  |  |  |  | 35,707  |  |  |  |       | 
|Small-scale industry        |  |                              |        |        |  |          |        |                |  |        | 68,745  |  |  |  |        |  |  |  | 2,304  | 
|Trade                       |  |                              |        |        |  |          | 264,401 |                |  |        | 168,865 |  |  |  | 10,726  |  |  |  | 3,204  | 
|Construction                |  |                              | 10,805  |        |  |          | 105,245 |                |  |        | 28,025  |  |  |  | 77,817  |  |  |  | 5,120  | 
|Tourism                     |  |                              |        |        |  |          | 72,925  |                |  |        | 23,289  |  |  |  | 318     |  |  |  | 400    | 
|Shipping and transportation |  |                              |        |        |  |          | 41,805  |                |  |        | 20,831  |  |  |  | 28,941  |  |  |  | 6      | 
|Mortgages                   |  |                              | 496,175 |        |  |          |        |                |  |        |        |  |  |  |        |  |  |  |       | 
|Public sector               |  |                              |        |        |  |          |        |                |  |        | 16,344  |  |  |  |        |  |  |  |       | 
|Public sector-Other         |  |                              |        |        |  |          | 24      |                |  |        | 50,584  |  |  |  |        |  |  |  |       | 
|Other                       |  |                              |        |        |  |          | 59,483  |                |  |        | 7,392   |  |  |  | 77,309  |  |  |  |       | 
|                            |  |                              |         |        |  |          |         |                |  |        |         |  |  |  |         |  |  |  |        | 
|Total                       |  |                              | 898,129 |        |  |          | 660,161 |                |  |        | 477,876 |  |  |  | 230,818 |  |  |  | 11,034 | 
|                            |  |                              |         |        |  |          |         |                |  |        |         |  |  |  |         |  |  |  |        | 
|Total loans                 |  |                              | 963,402 |        |  |          | 795,344 |                |  |        | 636,489 |  |  |  | 234,251 |  |  |  | 11,247 | 
|                            |  |                              |         |        |  |          |         |                |  |        |         |  |  |  |         |  |  |  |        | 

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##### Table of Contents



Credit Quality

Risk Management  Loan Approval
Process

The Bank has been actively trying to increase the
size of its loan portfolio and has begun to increase its
marketing efforts to borrowers in segments with higher interest
rate margins, such as trade, mortgage and consumer borrowers.
Consumer loans are available through two main sales channels:
the Banks network, which accounted for 51% of all consumer
loans disbursements in 2003, and through third-party
distributors (such as retailers and car dealers), which
accounted for the remaining 49%.

The loan approval process is conducted separately
by the Bank and each of its subsidiaries. The discussion below
relates to the Bank and its banking subsidiaries, Atlantic Bank
of New York, NBG Canada, the South African Bank of Athens,
United Bulgarian Bank, Stopanska Banka, NBG Cyprus and Banca
Romaneasca.

The Bank.The loan
approval process for the Bank is centralized. There are separate
credit divisions for corporate and non-corporate loans and a
special division for shipping loans. The Banks credit
divisions are run by senior managers and are responsible for
large corporate clients and supervising the credit centers.
Loans in excess of
10 million
but less than
100 million
must be approved by the Banks Credit Committee, which is
composed of the deputy governor of the Bank who supervises
commercial credit, two general credit managers and three senior
credit managers of the Bank. Loans in excess of
100 million
must be approved by the Banks Senior Business Council, as
do all loans to the mass media and political parties. Loans in
excess of
50 million
are reported to the Banks Board of Directors. The
Banks Credit Committee also has the authority to
restructure loans of up to
30 million.
Any loans over
30 million
can only be restructured by the Banks Senior Business
Council.

Commercial credit decisions are based primarily
on the customers potential sources of repayment, including
an assessment of the customers operational cash flow as
well as an analysis of the customers investment and
financing decisions. Credit analysis is conducted through the
use of decision support models. Since 1 January 2004,
credit analysis of medium-sized enterprises and large
corporations is conducted by using the Moodys Risk Advisor
(MRA) decision model. Collateral value is also considered in
making commercial credit decisions. When evaluating corporate
customers, the Banks total exposure to the customer, the
condition of the industry in which the customer operates, and
the capital structure and quality of management of the customer
are all taken into account. Before credit is extended to a
corporate customer, a credit report relating to each borrower is
prepared by a special department of the relevant credit division
of the Bank and reviewed by the appropriate review body, as
described above. Large corporate loans and loans for investment
programs are evaluated using feasibility studies prepared by the
Bank.

The Bank estimates that it has approximately
31,000 small business clients (businesses with less than
1 million
each in turnover). In order to standardize lending criteria and
to free the resources of branch managers, who traditionally
extended small corporate credit, the Bank has created small
business credit centers in Athens, Thessaloniki and Patras.
These small business credit centers belong to the Trade Credit
division and are staffed by lending teams under the supervision
of a team leader. In addition, there are workout teams
responsible for managing loans overdue for more than
90 days. Credit underwriters use a decision support model
to assist in their credit decisions, while reviewing and making
credit determinations on applications forwarded by branch
managers. The small business credit centers use two new credit
appraisal models for the evaluation of small enterprises and
professionals (one for the evaluation of free-lance
professionals and small service enterprises with financing up to
1 million
and one for all other small enterprises and professionals with
financing above
1 million).
The creation and operation of these new models was dictated by
the need to revise, simplify and speed the loan approval process
to meet the targets of the division and the consolidation of
such loan activities into retail banking. These models have
improved the quality of, and reduced the time required for the
credit evaluation process. The benefits of this structure, as
demonstrated during the pilot program,are the ability to make
faster and more objective credit application determinations
while permitting branch managers to devote more of their time to
developing relationships with clients and expanding the
Banks market share. The Athens, Thessaloniki and Patras
credit centers handle all of the Banks small business
credit applications in Greece. In addition, the Bank has two
separate business banking centers in Athens and Thessaloniki
that handle credit applications from middle market clients
(enterprises with turnover of between
1 million
and
50 million
and for

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loans up to
7.3 million).
These centers are staffed by lending teams, consisting of a
relationship manager and a credit underwriter, responsible for
serving the banking needs of these medium-sized enterprises. The
relationship manager acts as the Banks specialist for
these companies, and also seeks to expand the Banks share
in this market, while the credit underwriter undertakes the
analysis associated with the granting of credit.


Consumer credit decisions are based mainly on a
credit scoring system whereby consumer creditworthiness is
evaluated by assigning points to various attributes of the
credit applicant such as age, marital status, property ownership
status, occupation, annual income and any pre-existing
relationships with the Bank.

The Bank bases its lending decisions with respect
to consumer loans on a scorecard application provided by
Statistical Decisions, a software company. For all credit
extension decisions, NBGs total exposure to the customer
is considered. The Bank also implements programs for
pre-approval of certain consumer credit facilities. Customers
are eligible for pre-approval based on several criteria
determined by a credit scoring system which the Bank implemented
in 1998. The Bank has been actively trying to increase the size
of its loan portfolio and has begun to increase its marketing
efforts to borrowers in segments with higher interest rate
margins, such as trade, mortgage and consumer borrowers. The
Bank has also introduced telemarketing directed primarily at
consumers.

Mortgage lending is done through a centralized
loan approval process. Mortgage loan applications of up to
70,000 have to
be approved jointly by the relevant Head of Department and
Section supervisor. Applications over
70,000 and up to
180,000 have to
be approved by the relevant Deputy Division Manager and the Head
of Department or Section supervisor. Applications over
180,000 and up
to 1,000,000
have to be approved by the Division Manager and the relevant
Deputy Manager or Head of Department. Mortgage loan applications
in excess of
1,000,000 must
be submitted for approval to the Deputy Governor overseeing the
Mortgage Credit Division.

The Bank may at its discretion permit the
transfer of a mortgage on condition that the transferee agrees
to assume all obligations arising from the original mortgage
contract, and provided that the transferees income and
credit profile have been screened and approved by the pertinent
department Mortgage Credit Division.

The Bank secures nearly all mortgage loans with
pre-notations of mortgage filings (prosimiosi), which is now the
market practice in Greece, as they are less expensive and easier
to record than mortgages. Prosimiosis are easily converted into
full mortgages following a court order, which may be obtained at
the request of the Bank in the event of default. This practice
has been in use by the Bank for over a decade. Collateral is
taken in connection with all the Banks mortgage loans. The
value of the collateral taken by the Bank is normally 130% of
the loan amount. The current value of the collateral greatly
exceeds this figure due to the steady increase in residential
property values in Greece, which have increased by an average of
close to 11% per year in the past four years.

Loan approval criteria include the
applicants income, sources of income, size of mortgage
payments in relation to disposable income, and employment
history. Credit decisions also take into account whether the
applicant has significant deposits with the Bank and the
existence of other assets, including real estate. Age, marital
status and family size, in conjunction with the customers
overall tax and credit history, are also taken into
consideration, as is the value of the collateral. Normally the
maximum loan to value (also known as LTV) ratio is
75%, while our average LTV is much lower. Our risk is further
mitigated by the fact that, currently, approximately 44% of the
Banks mortgage portfolio consists of loans that are
directly guaranteed or subsidized by the Hellenic Republic.

The valuation of the market value of the
collateral is carried out by qualified appraisers, either
in-house or outsourced, whom we require to be Technical
University graduates (civil engineers or architects). In
carrying out their appraisal of the market value of the
property, they have to take into account the objective
value system covering most of the country, which specifies
the value of each individual property for tax purposes. The
objective value is normally much lower than the
market value of the property and, as such, is a useful benchmark
for the appraiser serving as an indication of the minimum price
for which the property may be sold.

Collateral is taken in connection with most of
the Banks loans and the value of the collateral held by
the Bank exceeds 50% of the total value of the Banks loan
portfolio. Consumer loans (other than mortgage loans) are
generally not collateralized. Collateral requirements are
established based on the analysis conducted in connection with
the loan approval process. With respect to large transactions,
the branch responsible for a loan

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carries out an evaluation of the collateral
provided. In the case of real property, this evaluation is
normally based on the appraisal conducted by the Banks
Technical Department. Listed securities are valued by reference
to market value and liquidity. In the unusual case that the Bank
accepts unlisted securities as collateral, these are valued
according to an independent appraisal. Inventory stock and
receivables are evaluated by factors such as type and
marketability.


We have established eleven collection units
around Greece that deal with non-performing mortgage loans and
nine collection units for commercial loans. These units are
responsible for collection procedures and foreclosure, relieving
our branches of those obligations.

The credit policies are communicated throughout
the Bank by way of credit manuals and circulars, supplemented by
bulletins and local directives on particular issues. The Bank
has prepared a new credit manual, which, the Bank believes,
follows best banking practices.

Atlantic Bank of New York.Loan approval for consumer and
residential mortgage loans made by ABNY is centralized. Mortgage
loans of up to US$1,000,000 that are sold on the secondary
market and mortgage loans of up to US$500,000 that remain in
ABNYs portfolio are approved by the Residential Lending
Department, with all mortgage loans screened by a mortgage
underwriter. For portfolio loans that exceed US$500,000, an
authorized member of the Management Credit Committee or the
Director of Community Banking must grant approval. Consumer
loans of up to US$100,000 are approved by the Community Banking
Group, with all loans screened by an underwriter. Approvals of
commercial loans require, at a minimum, two credit officers.
Loan approval authority for commercial loans up to
US$5.0 million is delegated to the Chief Lending Officer.
The Chief Credit Officer has credit approval authority for loans
up to US$7.5 million. All loans in excess of
US$7.5 million but less than US$10.0 million must be
approved by the ABNY Management Credit Committee. The President
of ABNY must be one of the approving members. The board of
directors of ABNY must approve loans in excess of
US$10.0 million.

Lending decisions at ABNY are based primarily on
the borrowers ability to repay, as determined by a cash
flow, income statement and balance sheet analysis (in the case
of a corporate loan) or cash flow, net worth and income (in the
case of a personal loan). Collateral is considered on a
secondary basis. A majority of loans granted by ABNY involve
some form of security, either in the form of specific collateral
or a general security interest over assets of the borrower. The
borrowers prior credit history is also an important
consideration in the loan approval process. ABNY obtains credit
reports from independent credit reporting agencies with respect
to all applications for consumer loans and personal guarantors
of commercial loans.

NBG Canada.Loan
approval decisions at NBG Canada are made by credit committees.
Each committee operates according to written limits and
guidelines as to amounts, concentrations, types of facility and
classes of collateral. Loans of up to CDN$250,000, with an
aggregate per borrower of up to CDN$940,000, are approved at
branch level. Loans over CDN$250,000 and up to CDN$300,000 with
an aggregate amount per borrower of up to CDN$1,150,000 must
also be approved by the Vice-President Credit. Loans of up to
CDN$450,000, with an aggregate amount per borrower of up to
CDN$1,725,000 must be approved by the Vice-President and Chief
Credit Officer. Loans of up to CDN$3,500,000 with an aggregate
amount per borrower of up to CDN$9,250,000, or 25% of
shareholders equity, which ever is less, must be approved by the
Management Credit Committee. Any larger amounts must be approved
by the Board Credit Committee.

Evaluation of credit proposals involves analyses
of the loan purpose and the repayment sources. These analyses
are based on reviews of the business, management, and financial
statements (including cash flow) of each potential borrower and
the security offered or which will be required to mitigate any
unacceptable levels of risk. These analyses are also supported
by credit bureau and bank reports as well as independent
appraisals of immovable and movable assets as necessary. If the
borrower is found to qualify, an offer of credit is made along
with conditions on amount, term, interest rate, repayment,
security, covenants, disbursement method and other issues.

The South African Bank of Athens.The loan approval process at SABA is
centralized and takes place in the Credit Risk Department
located at SABAs head office. However, branch managers
have authority to grant asset based finance loans for motor
vehicles of up to South African Rand (R) 250,000 and
cash-backed loans, which

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require either pledged cash investments or
pledged investment policies as collateral, of up to R1,000,000.
In 2004, SABA started a major project which entails the
automating of the loan approval process as well as the entire
credit process.


United Bulgarian
Bank.UBB has implemented a
three-tiered credit approval system which is based on the size
of the requested loan. The first tier is composed of corporate
credit centers that have discretion to approve loans not
exceeding Bulgarian leva (BGN) 500,000 for small and
medium-sized companies,as well as for large-sized companies.
Loans which exceed the above thresholds, up to a maximum of
US$ 3,000,000 (for loans in US$) or
 3,000,000
(for loans
in ), or
BGN 6,000,000 (for loans in BGN) must be approved by
UBBs Credit Committee. This Committee consists of the
three Executive Directors of UBB, the Head of Corporate Banking
and the Head of Risk Management. All loans exceeding
US$3,000,000 or
3,000,000 or BGN
6,000,000, as applicable, after approval by the Credit
Committee, must be approved by UBBs board of directors.

Stopanska Banka.Stopanska Banka has adopted a
five-tiered credit approval system for lending, depending on the
size of the loan. The micro credit Committee (established in
2003) approves loans for which the cumulative exposure of
Stopanska Banka to a single client is up to
50,000. The
Credit Committee approves loans for which the cumulative
exposure of Stopanska Banka to a single client is over
50,000 and up to
750,000. The
Senior Credit Committee approves loans for which the cumulative
exposure to a single client exceeds
750,000 to an
amount equal to 10% of the guarantee capital of the Bank. The
Risk Management Committee of Stopanska Banka approves credit
exposure towards a single borrower exceeding 10% of the
guarantee capital of the Bank and up to
8 million
with previous consent of the Senior Credit Committee. The Board
of Directors approves credit exposure towards a single borrower
above,
8 million
with previous consent of the Risk Management Committee.

NBG Cyprus Ltd.Small loans, of up to Cyprus pounds
(CYP) 220,000, are approved at the branch and regional division
managers level in NBG Cyprus. Loan applications for
amounts exceeding CYP220,000 require the approval of additional
committees. The Credit Division Committee approves applications
for loan amounts exceeding CYP220,000 and up to CYP440,000, the
Credit Committee approves applications for loan amounts of
CYP440,000 up to CYP2,000,000 and the Executive Credit Committee
approves applications for loan amounts of CYP2,000,000 up to
CYP4,000,000. All loans exceeding CYP4,000,000 must be approved
by NBG Cyprus Board of Directors.

Banca Romaneasca S.A.Banca Romaneasca has adopted a
four-tiered credit approval system for lending, depending on the
total aggregate exposure to a single debtor (considered as a
single client or group of clients). The Branch Credit Committee
must approve loans up to
100,000. The
Head Office Credit Committee must approve loans for which the
total aggregate exposure to a client in respect of credit lines,
guarantees and other loan operations is over
100,000 and up
to 200,000. The
Management Committee (whose members are the General Manager and
the two Deputy General Managers) must approve loans of any kind,
letters of credit, and other loan operations exceeding
200,000 and up
to 10% of Banca Romaneascas equity. Finally, the Board of
Directors must approve loans of any kind, guarantees and other
such operations for which the banks total aggregate
exposure to such client exceeds 10% of share capital. The Board
of Directors approves any kind of loan operations for related
parties, regardless of the amount.

Risk Management  Credit Review
Policies

The credit review process is conducted separately
by the Bank and each of its subsidiaries. The Group has
implemented systematic controls and monitoring of credit risk
and market risk. The Group has formed a Risk Management Council
to establish consistent risk management policies throughout the
Group. See Item 5.B, Liquidity and Capital
Resources  Asset/ Liability and Risk
Management. Each of the credit review procedures
established by the subsidiaries in the Group is coordinated by
the Groups Risk Management Division.

The Bank.The credit
review process for the Bank is managed centrally by the Risk
Management Unit, which works closely with centralized
underwriting units responsible for particular loans. Under the
Banks risk rating system, corporate exposures are grouped
into eight risk classes. Low risk borrowers are often offered
more favorable terms, while loans to high risk borrowers
generally require third party guarantees and extra collateral.
Risk classes are assigned to borrowers based primarily upon the
viability of the business, the progress of the

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borrowers activities, its financial results
and the financial structure of the borrower based on
quantitative indicators such as the borrowers equity/debt
ratio, liquidity, inventory turnover and accounts receivable.
Qualitative factors such as management quality, management
succession plan, and management integrity are also taken into
consideration. In addition, the Bank considers the
borrowers position in its industry sector and the relative
position within its peer group.


The Banks credit exposure to each borrower
is subject to a detailed review annually, or semi-annually in
the case of high risk borrowers, with all outstanding facilities
being reviewed at the same time. In certain cases, due to credit
considerations or for transactional reasons, such as the
anticipated expiration of a letter of guarantee, an interim
review may be undertaken. Interim reviews are also undertaken
following a late payment, if there are issues that may affect
the course of business of the borrower or changes relevant to
the borrowers creditworthiness. In the case of term loans,
exposures to borrowers engaged in start-up projects and those
posing special risks as a result of company or industry
difficulties or otherwise, are generally subject to more
frequent reviews. These reviews are undertaken by the loan
officers responsible for the customer. Credit reviews include
consideration of the customers historical and forecast
trading performance, balance sheet strength and cash flow,
together with relevant industry trends and other external
influences. These matters are considered in relation to the
size, structure and maturity of the Banks exposure, in
conjunction with the nature of any security held. When the Bank
determines, as a result of this process, that a borrower poses a
risk, it takes appropriate action to limit its exposure as well
as to downgrade all outstanding facilities of the borrower. For
example, on a semi-annual basis the Bank can increase its
collateral level, reset the interest rate at a higher level or
decrease the credit limit. In addition, the credit officers
responsible for the customer will intensify the monitoring of
other exposures. When the review process results in the
migration of the facility into a higher risk class, either the
outstanding facility will be restructured or future lending and
renewals of existing lines will be rejected. With respect to the
risk rating categorization, a coefficient analysis is performed
on all commercial and corporate loans. This analysis is used in
the provisioning policy of the Bank. There is a different
treatment for certain exposures classified in the four highest
risk classes, where a case-by-case evaluation is conducted. This
safeguards the Bank and ensures adequate provisioning for high
risk exposures.

Trends in the loan book, including business
development, asset quality and provisions for bad and doubtful
debts, are reported regularly to the Board of Directors. The
Bank also maintains an internal watch list of commercial loans
whose principal and interest payments are in arrears for up to
three months which have not yet been classified as non
performing loans. Credit officers responsible for customers on
this watch list must take action in order to prevent the
relevant loans from becoming non-performing and must report
monthly on their progress.

With respect to mortgage loans, the underwriting
process is centralized and is conducted by the Mortgage Credit
Division. Monitoring is the responsibility of the branch in
which the application originates. The initial exposures are
fully covered by the property itself, with a minimum
loan-to-value ratio of 1:2 in compliance with Greek legislation.
It is the responsibility of Credit Risk Unit to monitor any
disturbances in the sector.

Atlantic Bank of New York.All outstanding business loans in
excess of US$7.5 million are reviewed annually by the ABNY
Management Credit Committee. All loans up to US$7.5 million
are reviewed on an annual basis by the commercial lending
department responsible for approving the loan. In addition, ABNY
engages independent credit review companies to carry out reviews
of loans and leases on an annual basis, and aims to cover
approximately 75% of the commercial loan portfolio in each
period. Reviews are focused on the largest and most recently
granted loans and leases,as well as a random sample of other
loans and leases,including delinquencies and exposures deemed to
be of greater-than-acceptable risk. Interim reviews are
undertaken when deemed necessary. ABNY employs a ten-point
risk-rating system. All loans determined to be of greater than
acceptable risk are also reviewed by ABNYs Chief Lending
Officer and Chief Credit Officer at least quarterly.

NBG Canada.NBG
Canada employs a seven-point risk rating system, as well as a
credit review process that reviews all commercial business loans
and commercial mortgage loans on an annual basis. Residential
mortgages and personal loans are reviewed at the expiry of their
terms. Non-performing loans are reviewed when classified as such
and at least quarterly thereafter. Interim reviews are
undertaken when deemed necessary. Coverage of specific
provisions and general allowance as a percentage of
non-performing loans is 69%, as at

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March 31, 2004. In addition, NBG Canada has
an internal audit department as well as external auditors that
review and report to NBG Canadas Board of Directors with
respect to asset quality, the consistency of credit ratings and
other credit practices in order to ensure that these are within
the approved policies and standards of the Group and that the
specific provisions and general allowance are sufficient. These
factors are also reviewed annually by the Office of the
Superintendent of Financial Institutions (OSFI), the Canadian
regulator of financial institutions.


The South African Bank of Athens.SABA focuses on working capital
facilities and asset based finance for small-to-medium sized
enterprises and all facilities are reviewed on an annual basis
in light of the most recent financial statements for such
corporate clients. During this review period SABA analyses the
clients entire business and looks for opportunities to add
value by either providing business advice or restructuring/
increasing facilities.

United Bulgarian
Bank.Outstanding business loans to
large corporations are reviewed monthly by the responsible
credit officers and by UBBs Credit Portfolio Review
Committee, which is responsible for reviewing general categories
of risk and implementing risk guidelines. Loans to SMEs are
reviewed on a quarterly basis. All loans are reclassified
quarterly according to a risk assessment based on a four-point
risk-rating system. In addition, UBBs auditors carry out a
separate review of loans representing approximately 70% of the
loan portfolio on an annual basis. The review is focused on the
largest and most recently granted loans and a random sample of
other loans. Interim reviews are undertaken during semi-annual
audit reviews. Reports related to the status of loans are
submitted regularly to the Credit Committee by UBBs Credit
Portfolio Review Committee. At least once a year, UBBs
executive management presents a full report on the quality of
UBBs loan portfolio to its board of directors.

Stopanska Banka.Stopanska applies a five-point risk
rating system for classifying loans. Loans are rated from A to
E, with E being the riskiest (i.e. non performing). Loans are
classified depending on the length of time they have been in
arrears. Loans in class A have been in arrears for less
than 15 days, while those in class E have been in
arrears for over 365 days. Allowances for loan losses are
based on specified allowance coefficients which vary in
proportion to the risk attributable to each one of the five loan
categories.

NBG Cyprus.NBG
Cyprus has adopted the Banks risk rating system. A special
Credit Provisions Committee presents a report annually to NBG
Cyprus Executive Credit Committee on the quality of the
banks credit portfolio.

Banca Romaneasca.Banca Romaneasca applies a five-point
risk rating system. The risk rating assigned to a loan is
determined by three factors: initiation of legal proceedings,
financial performance and debt service. The initiation of legal
proceedings against a debtor results in the highest risk rating.
A debtors financial performance is measured by a
combination of quantitative and qualitative criteria, such as
the debtors quantitative financial performance as well as
his general background. Banca Romaneasca evaluates these factors
and, after receiving a clients annual and semi-annual
financial statements, determines the risk rating on a
semi-annual basis (in April and August). Based on financial
performance and taking into account any delinquencies lasting
over 15 days, each branch calculates the appropriate
provision for each debtors account at the end of each month

Allowance for Loan Losses 
Methodology

We maintain an allowance for loan losses
sufficient to absorb losses inherent in the loan portfolio. The
balance of the allowance for loan losses is based on ongoing
assessments of the probable estimated losses inherent in the
loan portfolio that are performed by those members of the
Groups management who are responsible for the respective
loan types, subject to the approval of the Groups senior
management. Guidelines have been established for the assessment
process and are continuously monitored and improved.

In general, the allowance incorporates the
measurement methods, income recognition and disclosures as
provided for in the following accounting pronouncements:



| |   |                                                                                      
| | - | -------------------------------------------------------------------------------------
| |  | Statement of Financial Accounting Standards
    No. 5,Accounting for Contingencies;
|
| |  | SFAS No. 114,Accounting by Creditors
    for Impairment of a Loan; and             

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| |   |                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------
| |  | SFAS No. 118,Accounting by Creditors
    for Impairment of a Loan  Income Recognition and
    Disclosure.

Specifically,our methodology has five primary
components described below:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Specific allowances.Specific allowances are recorded for
    certain impaired loans identified among large non-homogeneous
    loans that we have extended to our commercial customers that are
    rated in our four highest risk categories. These allowances are
    recorded after an analysis of the particular customer is
    performed which takes into consideration the loan balance,
    payment history, cash flow analysis, collateral value and other
    factors. Individually impaired loans are measured based on the
    present value of payments expected to be received, or, for loans
    that are solely dependent on the collateral for repayment, the
    estimated fair value of the collateral.
|
| |  | Coefficient analysis.A coefficient analysis is performed on
    commercial loans in which the individual loans are grouped into
    eight risk categories based on common characteristics such as
    industry, payment history (including delinquency), collateral
    values and other factors. Allowance percentages, or
    coefficients, based on historic loss rates among these groupings
    are then applied to determine the allowance for loan losses to
    be recorded related to these loans, with the exception of
    impaired loans to which specific allowances are applied, as
    described above. See Risk Management 
    Credit Review Policies in this Item 4.E.                              
|
| |  | Homogeneous analysis.Our consumer loan portfolio is pooled
    by portfolio segment (residential mortgages, installment loans,
    credit cards,etc.) and the losses inherent in each portfolio
    segment are estimated and recorded as loan loss allowances based
    primarily on historical loss rates applied to current loan
    balances.                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | Foreign loans.Allowances for losses inherent in
    loans made through our branches and subsidiaries outside of
    Greece are estimated by the branch or subsidiary which
    originated the loan. Methodologies applied are similar to those
    employed by the Group for loans in Greece.                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | Unallocated allowance.As the estimative process for
    portfolio losses is based on historical data, the amounts it
    indicates must acknowledge the inherent flaws in the process.
    These amounts further incorporate conditions existing at the
    balance sheet date which are difficult to measure and contain
    higher levels of uncertainty as to their effect on our loss
    rates. Such conditions include, among other things:                                                                                                                                                                                                                                                                         
|
| |  | general and specific economic and business
    conditions affecting our key lending segments and geographical
    areas;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | geographical and industry segment concentrations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | credit quality trends, including trends in
    non-performing loans expected to result from existing conditions;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | average loan balances and volumes;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | collateral values;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | seasoning of the loan portfolio;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | recent loss experience in particular segments of
    the portfolio;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | duration of the current business cycle within an
    industry;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | bank legislative regulatory developments; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | findings of our internal audit department.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

The allowance for credit losses is based upon
estimates of probable losses inherent in the loan portfolio. The
amount actually observed for these losses can vary significantly
from the estimated amounts, but we expect that the consistent
application of our methodology described above will reduce such
variances. To ensure this is the

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case, we evaluate our loans and the methodologies
applied thereto, including loss estimation percentages, on a
regular basis based on managements judgement of the
changing dynamics within the portfolio. For instance, our
coefficient analysis incorporates loss and delinquency data for
the most recent three year period, and our analysis of
homogeneous loans incorporates loss and delinquency data for the
most recent two year period. See Risk
Management  Credit Review Policies in this
Item 4.E.


The following table sets forth the loan loss
allowances for U.S. GAAP purposes by methodology for the
last five years to which the methodology was applied to
respective loan balances.

|                          |  |                    |         |      |  |      |         |      |  |      |           |  |  |  |           |  |  |  |           | 
|------------------------- |  | ------------------ | ------- | ---- |  | ---- | ------- | ---- |  | ---- | --------- |  |  |  | --------- |  |  |  | --------- | 
|                          |  |                   
|                          |  | At December 31,   
|                          |  |                   
|                          |  | 1999               |         | 2000 |  | 2001 |         | 2002 |  | 2003
|                          |  |                    |         |      |  |      |         |      |  |     
|                          |  |                   
|                          |  | (EUR in thousands)
|Specific allowances       |  |                    | 313,303 |      |  |      | 287,882 |      |  |      | 291,434   |  |  |  | 341,226   |  |  |  | 308,063   | 
|Coefficient analysis      |  |                    | 139,504 |      |  |      | 142,174 |      |  |      | 145,059   |  |  |  | 101,070   |  |  |  | 89,535    | 
|Homogeneous analysis      |  |                    | 156,957 |      |  |      | 202,148 |      |  |      | 197,756   |  |  |  | 281,640   |  |  |  | 363,867   | 
|Foreign loans             |  |                    | 114,354 |      |  |      | 246,154 |      |  |      | 265,641   |  |  |  | 239,785   |  |  |  | 212,948   | 
|Unallocated               |  |                    | 73,890  |      |  |      | 94,853  |      |  |      | 115,037   |  |  |  | 47,424    |  |  |  | 73,080    | 
|                          |  |                    |         |      |  |      |         |      |  |      |           |  |  |  |           |  |  |  |           | 
|Total loan loss allowance |  |                    | 798,008 |      |  |      | 973,211 |      |  |      | 1,014,927 |  |  |  | 1,011,145 |  |  |  | 1,047,493 | 
|                          |  |                    |         |      |  |      |         |      |  |      |           |  |  |  |           |  |  |  |           | 

The increase in allowances under the homogeneous
analysis during 2003 reflects the increase of non-performing
loans to consumers, especially in credit cards and residential
mortgages.

The following table illustrates the activity in
the loan loss allowance balance over the previous five years:

|                                                                                         |               |                         |          |          |   |      |         |         |   |      |           |          |   |  |           |          |   |  |           |          |  
|---------------------------------------------------------------------------------------- | ------------- | ----------------------- | -------- | -------- | - | ---- | ------- | ------- | - | ---- | --------- | -------- | - |  | --------- | -------- | - |  | --------- | -------- | -
|                                                                                         |               |                        
|                                                                                         |               | Year ended December 31,
|                                                                                         |               |                        
|                                                                                         |               | 1999                    |          | 2000     |   | 2001 |         | 2002    |   | 2003
|                                                                                         |               |                         |          |          |   |      |         |         |   |     
|                                                                                         |               |                        
|                                                                                         |               | (EUR in thousands)     
|Balance at beginning of year                                                             |               |                         | 829,884  |          |   |      | 798,008 |         |   |      | 973,211   |          |   |  | 1,014,927 |          |   |  | 1,011,145 |         
|Add: Allowance (upon acquisition) attributable to
    companies acquired during the year |               |                         |         |          |   |      | 133,657 |         |   |      |          |          |   |  | 2,474     |          |   |  | 3,766     |         
|Add: Provisions for probable loan losses                                                 |               |                         | 64,880   |          |   |      | 107,348 |         |   |      | 170,786   |          |   |  | 143,391   |          |   |  | 140,543   |         
|                                                                                         | Write-offs    |                         |          | (111,196 | ) |      |         | (50,350 | ) |      |           | (133,797 | ) |  |           | (111,884 | ) |  |           | (101,670 | )
|                                                                                         | Recoveries(1) |                         |          | 5,224    |   |      |         | 1,455   |   |      |           | 3,540    |   |  |           | 2,480    |   |  |           | 9,011    |  
|                                                                                         |               |                         |          |          |   |      |         |         |   |      |           |          |   |  |           |          |   |  |           |         
|Less: Net write-offs                                                                     |               |                         | (105,972 | )        |   |      | (48,895 | )       |   |      | (130,257  | )        |   |  | (109,404  | )        |   |  | (92,659   | )       
|Exchange differences and other variations                                                |               |                         | 9,216    |          |   |      | (16,907 | )       |   |      | 1,187     |          |   |  | (40,243   | )        |   |  | (15,302   | )       
|                                                                                         |               |                         |          |          |   |      |         |         |   |      |           |          |   |  |           |          |   |  |           |         
|Balance at end of year                                                                   |               |                         | 798,008  |          |   |      | 973,211 |         |   |      | 1,014,927 |          |   |  | 1,011,145 |          |   |  | 1,047,493 |         
|                                                                                         |               |                         |          |          |   |      |         |         |   |      |           |          |   |  |           |          |   |  |           |         






|    |                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Recoveries after write-offs of non-performing
    loans are minimal since, under Greek regulations non-performing
    loans cannot be written-off until all legal remedies for
    recovery have been exhausted.

Key ratios related to the activity in our loan
loss allowance for the previous five years to which our loan
loss methodology was applied are as follows:

|                                                                             |  |                 |      |      |  |      |       |      |  |      |       |  |  |  |       |  |  |  |       | 
|---------------------------------------------------------------------------- |  | --------------- | ---- | ---- |  | ---- | ----- | ---- |  | ---- | ----- |  |  |  | ----- |  |  |  | ----- | 
|                                                                             |  |                
|                                                                             |  | At December 31,
|                                                                             |  |                
|                                                                             |  | 1999            |      | 2000 |  | 2001 |       | 2002 |  | 2003
|                                                                             |  |                 |      |      |  |      |       |      |  |     
|                                                                             |  | (%)             |      | (%)  |  | (%)  |       | (%)  |  | (%) 
|Allowance for loan losses as a percent of total
    loans                    |  |                 | 5.5  |      |  |      | 5.6   |      |  |      | 5.0   |  |  |  | 4.9   |  |  |  | 4.6   | 
|Provision for probable loan losses as a percent
    of net loans written-off |  |                 | 61.2 |      |  |      | 219.5 |      |  |      | 131.1 |  |  |  | 131.1 |  |  |  | 151.7 | 
|Recoveries of loans to loans written-off in the
    previous year            |  |                 | 2.9  |      |  |      | 1.4   |      |  |      | 7.0   |  |  |  | 1.9   |  |  |  | 8.1   | 
|Net loans written-off to average loans outstanding                           |  |                 | 0.8  |      |  |      | 0.3   |      |  |      | 0.7   |  |  |  | 0.6   |  |  |  | 0.4   | 
|Allowance for loan losses as a percent of
    non-accrual loans              |  |                 | 63.0 |      |  |      | 68.6  |      |  |      | 74.0  |  |  |  | 74.6  |  |  |  | 76.7  | 

82



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Non-Performing Loans, Loan Loss Provisions
and Loan Loss Experience

Non-Performing, Delinquent and Restructured
Loans.The table below shows
(1) all loans that are non-performing, which are accounted
for on a nonaccrual basis, (2) all accruing loans which are
contractually past due 90 days or more as to principal or
interest payments and (3) loans which are not included in
(1) or (2) which are troubled debt restructurings for each
of the five years ended December 31, 1999, 2000, 2001, 2002
and 2003.

|                                                |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |           | 
|----------------------------------------------- | ---------------------------- | ------------------ | --------- | --------- |  | ---- | --------- | --------- |  | ---- | --------- | --------- |  |  | --------- | --------- |  |  | --------- | --------- | 
|                                                |                              |                   
|                                                |                              | At December 31,   
|                                                |                              |                   
|                                                |                              | 1999               |           | 2000      |  | 2001 |           | 2002      |  | 2003
|                                                |                              |                    |           |           |  |      |           |           |  |     
|                                                |                              |                   
|                                                |                              | (EUR in thousands)
|Domestic loans:                                 |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|Non-performing past due and restructured loans: |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|Accruing loans:                                 |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|                                                | Past due 90 days  180 days  |                    |           | 38,709    |  |      |           | 28,807    |  |      |           | 68,563    |  |  |           | 19,743    |  |  |           | 22,093    | 
|                                                | Past due 180 days  365 days |                    |           | 75,979    |  |      |           | 119,695   |  |      |           | 132,285   |  |  |           | 68,995    |  |  |           | 51,599    | 
|                                                |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|Total accruing loans                            |                              |                    | 114,688   |           |  |      | 148,502   |           |  |      | 200,848   |           |  |  | 88,738    |           |  |  | 73,692    |          
|Non-accruing loans:                             |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|                                                | Past due 90 days  180 days  |                    |           | 20,957    |  |      |           | 16,596    |  |      |           | 10,531    |  |  |           | 3,077     |  |  |           | 1,313     | 
|                                                | Past due 180 days  365 days |                    |           | 48,012    |  |      |           | 46,442    |  |      |           | 22,938    |  |  |           | 47,734    |  |  |           | 28,983    | 
|                                                | Past due 365 days or more    |                    |           | 1,061,931 |  |      |           | 1,066,245 |  |      |           | 1,018,888 |  |  |           | 1,062,354 |  |  |           | 1,043,336 | 
|                                                |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|Total non-accruing loans                        |                              |                    | 1,130,900 |           |  |      | 1,129,283 |           |  |      | 1,052,357 |           |  |  | 1,113,165 |           |  |  | 1,073,632 |          
|Troubled debt restructuring                     |                              |                    | 84,810    |           |  |      | 51,883    |           |  |      | 48,792    |           |  |  | 158,551   |           |  |  | 113,663   |          
|                                                |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|Total domestic loans                            |                              |                    | 1,330,398 |           |  |      | 1,329,668 |           |  |      | 1,301,997 |           |  |  | 1,360,454 |           |  |  | 1,260,987 |          
|Foreign loans:                                  |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|Non-performing past due and restructured loans: |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|Accruing loans:                                 |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|                                                | Past due 90 days  180 days  |                    |           |          |  |      |           |          |  |      |           |          |  |  |           |          |  |  |           |          | 
|                                                | Past due 180 days  365 days |                    |           |          |  |      |           |          |  |      |           |          |  |  |           |          |  |  |           |          | 
|Total accruing loans                            |                              |                    |          |           |  |      |          |           |  |      |          |           |  |  |          |           |  |  |          |          
|Non-accruing loans:                             |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|                                                | Past due 90 days  180 days  |                    |           | 40,599    |  |      |           | 64,816    |  |      |           | 127,333   |  |  |           | 44,761    |  |  |           | 37,749    | 
|                                                | Past due 180 days  365 days |                    |           | 27,266    |  |      |           | 65,218    |  |      |           | 33,809    |  |  |           | 37,244    |  |  |           | 96,253    | 
|                                                | Past due 365 days or more    |                    |           | 68,387    |  |      |           | 160,182   |  |      |           | 157,501   |  |  |           | 160,700   |  |  |           | 157,611   | 
|                                                |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|Total non-accruing loans                        |                              |                    | 136,252   |           |  |      | 290,216   |           |  |      | 318,643   |           |  |  | 242,705   |           |  |  | 291,613   |          
|Troubled debt restructuring                     |                              |                    | 18,292    |           |  |      | 631       |           |  |      | 55,002    |           |  |  | 62,131    |           |  |  | 57,129    |          
|Other                                           |                              |                    |          |           |  |      |          |           |  |      |          |           |  |  |          |           |  |  |          |          
|                                                |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|Total foreign loans                             |                              |                    | 154,544   |           |  |      | 290,847   |           |  |      | 373,645   |           |  |  | 304,836   |           |  |  | 348,742   |          
|                                                |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|Total domestic and foreign loans                |                              |                    | 1,484,942 |           |  |      | 1,620,515 |           |  |      | 1,675,642 |           |  |  | 1,665,290 |           |  |  | 1,609,729 |          
|                                                |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          

The following table sets forth the amount of
loans of the Group which were non-performing, as determined by
the banks in the Group,as at December 31, 1999, 2000, 2001,
2002 and 2003.

|                                    |                      |                    |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |           | 
|----------------------------------- | -------------------- | ------------------ | ---------- | --------- |  | ---- | ---------- | --------- |  | ---- | ---------- | --------- |  |  | ---------- | --------- |  |  | ---------- | --------- | 
|                                    |                      |                   
|                                    |                      | At December 31,   
|                                    |                      |                   
|                                    |                      | 1999               |            | 2000      |  | 2001 |            | 2002      |  | 2003
|                                    |                      |                    |            |           |  |      |            |           |  |     
|                                    |                      |                   
|                                    |                      | (EUR in thousands)
|Group customer loans (gross amount) |                      |                    | 14,407,560 |           |  |      | 17,518,373 |           |  |      | 20,346,565 |           |  |  | 20,631,325 |           |  |  | 22,933,040 |          
|Domestic loans:                     |                      |                    |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|                                    | Non-performing loans |                    |            | 1,130,900 |  |      |            | 1,129,283 |  |      |            | 1,052,357 |  |  |            | 1,113,165 |  |  |            | 1,073,632 | 
|Foreign loans:                      |                      |                    |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|                                    | Non-performing loans |                    |            | 136,252   |  |      |            | 290,216   |  |      |            | 318,643   |  |  |            | 242,705   |  |  |            | 291,613   | 
|                                    |                      |                    |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|Total non-performing loans          |                      |                    | 1,267,152  |           |  |      | 1,419,499  |           |  |      | 1,371,000  |           |  |  | 1,355,870  |           |  |  | 1,365,245  |          
|                                    |                      |                    |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          

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The Groups Treatment of Non-Performing Loans

The accounting processes applied by the Group for
problem loans are based on Greek and applicable local
regulations in other countries where the Group operates. Greek
regulations with respect to problem loans differ in certain
respects from those followed by banks in other countries,
including the United States.

Under current Greek law, a non-performing loan is
one where interest and/or principal has not been paid for six
months (regardless of the existence or value of collateral).
Prior to 2002, this period was 12 months. However, under
long-standing Bank policies, commercial loans are treated as
non-performing after 180 days and consumer loans are
treated as non-performing after 100 days (i.e. 90 days
plus a 10-day grace period). The Bank ceases to accrue interest
when a loan is determined to be non-performing.

The total value of non-performing loans (i.e.,
non-accruing loans) for the Group was
1,365 million
at December 31, 2003. This corresponds to 6.0% of the
Groups loans outstanding at the same date. Of the
Groups non-performing loans,
1,129 million
were held by the Bank. This amount represented 5.7% of the
Banks portfolio.

For the year ended December 31, 2003, the
Group would have recorded
12.9 million
of gross interest income had the non-performing loans been
current instead of
7.1 million
that was actually recorded.

The Groups level of non-performing loans
(approximately 6.0% of the total loan portfolio at
December 31, 2003) is significantly higher than most other
banks in the EU. The high level of non-performing loans in the
Groups portfolio has resulted from several factors. Key
factors that have contributed to the level of non-performing
loans were the recession in the Greek economy, which affected
many borrowers in the 1990s, and past Government influence over
lending policies, including Government regulations requiring
lending to specific sectors of the economy and Government
policies that required the Bank to extend loans to troubled
companies considered to be important to the Greek national
interest. Other contributing factors were that the methods for
approving loans and monitoring troubled loans in the past, in
general, depended heavily on collateral and did not focus on the
cash flow of the borrower, leading to relatively high levels of
payment defaults. In addition, there were inadequate procedures
for monitoring troubled loans.

Furthermore, non-performing loans have tended to
remain on the Groups balance sheets significantly longer
than would be the case with banks in other Western European
countries and the United States due to Greek regulations
limiting the ability of Greek banks to make provisions for and
to write off non-performing loans. See
 Provisions for Probable Loan Losses and
Write-offs of Non-Performing Loans  below in this
Item 4.E, for a discussion of the Groups reserve and
write-off policies and relevant regulations.

The Bank generally initiates action to recover or
settle outstanding amounts as soon as a loan is determined to be
non-performing. The Bank has special branches responsible for
the collection of non-performing loans in coordination with the
central non-performing loan department. Atlantic Bank determines
whether to commence legal action with respect to non-performing
loans on a case by case basis, but generally commences
foreclosure proceedings with respect to mortgages after
principal or interest are 120 days past due. It also
outsources the collection of consumer loans to local debt
collection companies.

The Bank has implemented a loan-restructuring
program available to all borrowers whose loans have been
classified as non-performing. The Bank makes this program
available from time to time. The terms on which non-performing
loans are restructured vary depending upon several factors
including how long the loan has been classified as
non-performing and the value of the collateral underlying the
loan. Restructuring terms generally involve a discount to the
total amount of unpaid interest owed to the Bank under the loan
and a revised interest rate and repayment schedule.
Non-performing loans that have been restructured remain
classified as non-performing loans until they are repaid in full
and interest does not accrue with respect to such loans. If the
borrower performs under the restructuring arrangements, however,
the Bank ceases to pursue legal action against the borrower
under the original loan. However, few loans have been
restructured by the Bank during the last two years pending the
implementation of Greek Law 2912/2001, which caps the balance of
certain non-performing loans.

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ABNYs Treatment of Non-Performing Loans

ABNY, in line with US banking regulations,
considers loans to be non-performing and stops accruing interest
on such loans when interest or principal has not been paid for
90 days. All interest accrued but not collected is reversed.

ABNY determines whether to commence legal action
with respect to non-performing loans on a case-by-case basis,
but generally commences foreclosure proceedings with respect to
residential mortgages after principal or interest are
120 days past due. ABNY has its own collections and
work-out department and also outsources the collection of
consumer loans to local debt collection companies. Atlantic Bank
will occasionally restructure loans that are adversely
classified and/or categorized as non-performing. The terms on
which non-performing loans are restructured vary depending upon
several factors, including how long the loan has been classified
as non-performing and the value of the collateral underlying the
loan. The restructuring terms generally involve a discount to
the total amount of unpaid interest owed to the bank under the
loan, a revised interest rate and repayment schedule and
additional security and guarantees. Non-performing loans that
have been restructured normally remain classified as
non-performing for a minimum of six months. They may be returned
to accrual status if the payment of principal and interest are
current and future payments are expected to be made on schedule.
If the borrower performs under the restructuring arrangements,
the bank ceases to pursue legal action against the borrower
under the original loan.

ABNYs non-performing loans at
December 31, 2003 totaled
5.2 million,
or 0.53% of its loans outstanding at such date.

NBG Canadas Treatment of Non-Performing
Loans

NBG Canada classifies loans as impaired when
there is no longer assurance of the timely collection of
principal and interest. When a payment is 90 days past due,
interest is no longer accrued and the loans are automatically
classified as impaired unless they are well secured and in the
process of collection. When a loan has been identified as
impaired, the carrying amount of the loan is reduced to its
estimated realizable amount, measured by discounting the
expected future cash flows at the effective interest rate
inherent in the loan. Impaired loans are returned to performing
status when there is no longer any reasonable doubt regarding
the timely collection of principal and interest, when all
amounts in arrears, including interest, have been collected and
when all charges for loan impairment have been reversed. Any
assets received from the borrowers to satisfy their loan
commitments are classified as impaired and recorded at the lower
of the amount the bank expects to recover and the outstanding
balance of the loan at the time the customer transfers the
assets to the bank.

NBG Canada considers restructuring of an impaired
loan infrequently, and on a case-by-case basis. Restructuring
terms vary depending on several factors, most importantly the
value of existing collateral and/or additional collateral
obtained. If the borrower performs under the restructuring
arrangements, the bank ceases to pursue legal action against the
borrower. Non-performing loans that have been restructured
remain classified as non-performing loans until they are repaid
in full. There were no restructurings in 2003.

SABAs Treatment of Non-Performing Loans

SABA reclassifies the status of its loan accounts
on the following basis:

i) 60 days in arrears  the
account is reclassified from 1 to 2
(loan classifications are explained in the table below) and
additional provision is made pursuant to South African Reserve
Bank requirements.

ii) 90 days in arrears  the
account is reclassified to 3 and again additional
provision is made pursuant to South African Reserve Bank
requirements. During this time of re-classification, the bank
also endeavors to communicate with the client in order to either
obtain repayment of the arrears or to restructure the debt
against, if necessary, additional security.

iii) 120 days in arrears  the
bank will determine whether legal action should be initiated for
recovery. The account will be reclassified to 4 and
transferred to the Recoveries Division. Accounts thus classified
do not accrue interest.

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The Recoveries Division will endeavor to
communicate with the borrower in order to obtain repayment. If
arrangements are concluded with the debtor at this point, such
arrangements are generally governed by a deed of settlement
where the debtor consents to judgment in the event of a further
default under the revised arrangements. The revised arrangements
may include, inter alia, a reduction in the interest rate
applicable to the loan and/or a discount in respect of interest,
which remains unpaid.

Once a facility has been restructured pursuant to
a Deed of Settlement, the account will remain in the books of
the Recoveries Division with interest only transferred to the
income statement once the principal has been reduced to an
amount that is adequately supported by the value of tangible
collateral held or, in cases where no tangible collateral is
held, once the principal has been repaid.

iv) In the event of there being no response to
the initial demand for payment by the Recoveries Division, the
matter is referred to attorneys for legal action and the account
is reclassified as 5.

The South African Reserve Bank has issued
guidelines on how loans should be categorized and what minimum
provision should be raised, a summary of which is set forth
below.

|                           |  |                                          
|-------------------------- |  | -----------------------------------------
|   1  Current             |  | 1% general provision                     
|   2  Special
    Mention |  | 2% specific provision                    
|   3  Sub-standard        |  | 20% specific provision net of collateral 
|   4  Doubtful            |  | 50% specific provision net of collateral 
|   5  Bad Debt            |  | 100% specific provision net of collateral

SABA strictly adheres to these guidelines.

In 2003, Account Statement AC 133 was implemented
for the first time at SABA. This Statement required the bank to
analyze its loan portfolio by taking into account historical
default and recovery rates product by product. This exercise
resulted in the bank analyzing data on its loan portfolio for
the last nine years. Any additional provision raised is treated
as portfolio provision and is over and above the provision
already raised in terms of the South African Reserve Bank
guidelines.

UBBs Treatment of Non-Performing Loans

UBB classifies loans as non-performing if they
are in arrears for more than 90 days. Interest payments
that are overdue for more than 90 days are accrued as an
off-balance sheet item and are not capitalized. UBB charges
penalties on overdue balance sheet interest in accordance with
the terms of the relevant loan agreement. These penalties are
accrued as an off-balance sheet item. When overdue amounts are
fully repaid, UBB renews its balance sheet accruals. Following
its adoption of IFRS as of January 1, 2003, UBB suspends
accrual of interest income when loans become doubtful of
collection (non-performing). Such income is excluded from
interest income until received. When overdue amounts are fully
repaid, UBB renews its balance sheet accruals.

Stopanska Banka Treatment of Non-Performing Loans

Stopanska Banka considers loans to be
non-performing and stops accruing interest on such loans when
interest has not been paid for 90 days, in accordance with
legal regulations of the National Bank of the Republic of
Macedonia (NBRM) which is the central bank of the country.
Interest accrued but not collected is provisioned 100%.
Stopanska Banka begins legal action against borrowers on a
case-by-case basis. For borrowers that are legal entities, the
bank generally blocks the company current accounts first, and
after 120-180 days commences foreclosure proceedings. For
mortgage loans to individuals, legal action commences when the
loan is approximately 120 days past due. The bank has its
own Non-performing Loan Division in charge of collecting non
performing loans (category E). It is expected that
Stopanska will begin outsourcing the collection of consumer
loans to local companies.

In some cases, when the bank assesses that the
company has only temporary financial problems but has potential
for successful operations in the near future, Stopanska Banka
reschedules or restructures its non-performing loans. The
restructuring depends on the banks assessment of the
potential of the client for regular payment of loans in the
future and the existing or the additional collateral the client,
is ready to offer. In some

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cases when the client is categorized as
D or E  it is possible for the
restructuring to include some partial write-offs of principal,
interest or default interest. In accordance with current NBRM
regulations, rescheduled loans remain classified as
non-performing for at least six months after rescheduling. After
that period they can be gradually upgraded to a higher category
only if the client regularly meets its obligations to the bank.


NBG Cyprus Treatment of Non-Performing Loans

Through December 31, 2003, NBG Cyprus
considered loans to be non-performing and such loans ceased
accruing interest when more than nine monthly installments fell
in arrears. Effective January 1, 2004, NBG Cyprus considers
loans to be non-performing and stops accruing interest on such
loans when more than six monthly installments fall in arrears.
All interest accrued but not collected is reversed.

NBG Cyprus considers overdraft which have
exceeded their limits to be non-performing and stops accruing
that portion of the interest on such facilities that is not
covered by the sum of the credit turnover during the previous
nine months. In cases where interest stops accruing but there is
adequate security for the credit facilities, including interest,
with tangible securities, interest can continue to accrue in
respect of such facilities.

NBG Cyprus determines whether to commence legal
action with respect to non-performing loans and overdraft
accounts on a case-by-case basis. The bank has its own
recoveries sector.

NBG Cyprus will occasionally restructure credit
facilities that are adversely classified and/or categorized as
non-performing. The terms on which non-performing credit
facilities are restructured vary depending upon several factors
including how long they have been classified as non-performing
and the value of the underlying collateral. Restructuring terms
generally involve a revised interest rate and repayment schedule
and obtaining additional security and guarantees.

Banca Romaneasca Treatment of Non-Performing Loans

Loans are reclassified as non-performing when an
installment is overdue for more than 90 days, and the total
outstanding principal, whether or not delinquent, is then
classified as non-performing. Provision is made for accrued
interest that is not yet due, together with overdue interest
(regardless of the amount of time overdue), and this adjusted
amount is included in our balance sheet under the heading
Other assets. Under Romanian regulations, banks
continue to calculate interest even after a loan is classified
as non-performing, but without impacting their profit and loss
accounts.

Provisions for Probable Loan Losses and
Write-offs of Non-Performing Loans.Approximately 82.7% of the Groups non-performing loans as
of December 31, 2003 were held by the Bank. The Banks
non-performing and potential problem loans are monitored
internally by the credit staff at the Banks headquarters,
certain regional branches and specialized branches which handle
only non-performing loans. The prospects of recovery and the
estimated losses are reviewed. The Bank establishes provisions,
reserve levels and write-offs for these loans. In addition, the
Banks internal audit department examines loan portfolios
at branches to determine how loans are to be classified.

Banks in Greece are allowed for tax purposes to
take general provisions for loan losses up to 1% of the average
annual balance of their loan portfolio, except for loans
extended to state-owned organizations or loans guaranteed by the
Hellenic Republic. Specific provisions for other loan losses are
also permitted under relevant Greek tax laws. However,
substantial tax penalties apply where loans written off against
specific provision are subsequently recovered, even in minimal
amounts. Under Greek banking regulations, non-performing loans
can only be written off after all legal remedies for recovery,
including the realization of collateral, have been exhausted.
This process can take up to ten years. As a result, specific
provisions for non-performing loans are generally made only if
general provisions are deemed insufficient to cover
non-performing loans. As part of the NBG Groups strategy
to improve the quality of its loan portfolio, the NBG Group has
improved its methods of providing for losses inherent in its
loan portfolio.

Management, in accordance with Greek regulations,
historically determined provisioning based on the amount of
non-performing or troubled loans and the quality of the
collateral as well as recommendations from the Banks
internal auditors. Provisioning levels are determined based on
requirements imposed by the Bank of

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Greece, which require banks to make provisions
against all loans, with the amount to be provided depending on
the type and quality of the loan, as well as the
institutions experience with such loans.


During 2001, 2002 and 2003, the Group wrote off
133.8 million,
111.9 million
and
101.7 million,
respectively, in non-performing loans and made new provisions of
170.8 million,
143.4 million
and
140.5 million,
respectively, with regard to the loan portfolio. The Bank has
also increased the level of legal action in relation to defaults
and centralized collection operations.

We are currently evaluating the provisioning
proposals of the Basle Committee, which are expected to come
into effect in 2006. See Risk Factors  Our
Capital Requirements May Change as a Result of the New Basle

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Capital Accord in Item 3.D. The table below shows allowances for loan
losses for the Group by loan category for each of the years
ended December 31, 1999, 2000, 2001, 2002 and 2003.


|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |           |      |  |  |      |  |  |  |           |  |  |  |       |  |  |  |           |  |  |  |       | 
|------------------------------- |  | ------------- | ------- | ---- |  | ------------- | ---- | ---- |  | ------------- | ------- | ---- |  | ------------- | ---- | ---- |  | ------------- | --------- | ---- |  |  | ---- |  |  |  | --------- |  |  |  | ----- |  |  |  | --------- |  |  |  | ----- | 
|                                |  |               |         |      |  |               |      |      |  |              
|                                |  | 1999          |         | 2000 |  | 2001          |      | 2002 |  | 2003         
|                                |  |               |         |      |  |               |      |      |  |              
|                                |  | Amount        |         | %(1) |  | Amount        |      | %(1) |  | Amount        |         | %(1) |  | Amount        |      | %(1) |  | Amount        |           | %(1)
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |           |     
|                                |  | (EUR          |         |      |  | (EUR          |      |      |  | (EUR          |         |      |  | (EUR          |      |      |  | (EUR          |           |     
|                                |  | in thousands) |         |      |  | in thousands) |      |      |  | in thousands) |         |      |  | in thousands) |      |      |  | in thousands) |           |     
|Greek residents                 |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |           |      |  |  |      |  |  |  |           |  |  |  |       |  |  |  |           |  |  |  |       | 
|Consumer                        |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |           |      |  |  |      |  |  |  |           |  |  |  |       |  |  |  |           |  |  |  |       | 
|Residential mortgages           |  |               | 88,646  |      |  |               | 21.4 |      |  |               | 85,432  |      |  |               | 20.6 |      |  |               | 114,993   |      |  |  | 22.2 |  |  |  | 178,000   |  |  |  | 26.9  |  |  |  | 190,000   |  |  |  | 29.6  | 
|Credit card                     |  |               | 40,475  |      |  |               | 2.6  |      |  |               | 36,478  |      |  |               | 2.8  |      |  |               | 51,381    |      |  |  | 3.8  |  |  |  | 64,000    |  |  |  | 5.0   |  |  |  | 118,271   |  |  |  | 5.3   | 
|Auto financing                  |  |               |        |      |  |               | 0.1  |      |  |               | 200     |      |  |               | 0.5  |      |  |               | 23        |      |  |  | 1.4  |  |  |  |          |  |  |  | 1.4   |  |  |  |          |  |  |  | 1.4   | 
|Other consumers                 |  |               | 28,974  |      |  |               | 2.7  |      |  |               | 35,736  |      |  |               | 3.6  |      |  |               | 32,505    |      |  |  | 3.6  |  |  |  | 40,605    |  |  |  | 4.6   |  |  |  | 56,109    |  |  |  | 5.7   | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |           |      |  |  |      |  |  |  |           |  |  |  |       |  |  |  |           |  |  |  |       | 
|Total                           |  |               | 158,095 |      |  |               | 26.8 |      |  |               | 157,846 |      |  |               | 27.5 |      |  |               | 198,902   |      |  |  | 31.0 |  |  |  | 282,605   |  |  |  | 37.9  |  |  |  | 364,380   |  |  |  | 42.0  | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |           |      |  |  |      |  |  |  |           |  |  |  |       |  |  |  |           |  |  |  |       | 
|Commercial                      |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |           |      |  |  |      |  |  |  |           |  |  |  |       |  |  |  |           |  |  |  |       | 
|Industry and mining             |  |               | 115,530 |      |  |               | 15.0 |      |  |               | 150,365 |      |  |               | 13.7 |      |  |               | 102,647   |      |  |  | 9.2  |  |  |  | 111,039   |  |  |  | 9.7   |  |  |  | 102,929   |  |  |  | 9.1   | 
|Small-scale industry            |  |               | 58,395  |      |  |               | 4.6  |      |  |               | 65,737  |      |  |               | 3.6  |      |  |               | 46,207    |      |  |  | 3.4  |  |  |  | 59,442    |  |  |  | 3.3   |  |  |  | 49,802    |  |  |  | 3.1   | 
|Trade                           |  |               | 57,773  |      |  |               | 14.4 |      |  |               | 65,784  |      |  |               | 13.7 |      |  |               | 56,197    |      |  |  | 10.0 |  |  |  | 98,057    |  |  |  | 11.3  |  |  |  | 77,825    |  |  |  | 10.8  | 
|Construction                    |  |               | 11,316  |      |  |               | 0.7  |      |  |               | 12,417  |      |  |               | 0.6  |      |  |               | 14,609    |      |  |  | 0.7  |  |  |  | 26,047    |  |  |  | 1.1   |  |  |  | 10,724    |  |  |  | 1.6   | 
|Tourism                         |  |               | 77,403  |      |  |               | 1.6  |      |  |               | 77,676  |      |  |               | 1.4  |      |  |               | 135,839   |      |  |  | 0.9  |  |  |  | 78,422    |  |  |  | 1.4   |  |  |  | 93,165    |  |  |  | 1.3   | 
|Shipping and transportation     |  |               | 71,577  |      |  |               | 4.0  |      |  |               | 66,392  |      |  |               | 4.3  |      |  |               | 32,634    |      |  |  | 4.3  |  |  |  | 34,809    |  |  |  | 4.2   |  |  |  | 25,394    |  |  |  | 3.5   | 
|Commercial mortgages            |  |               | 24,578  |      |  |               | 1.0  |      |  |               | 29,315  |      |  |               | 0.8  |      |  |               | 29,820    |      |  |  | 1.4  |  |  |  |          |  |  |  | 0.5   |  |  |  |          |  |  |  | 0.6   | 
|Public sector                   |  |               | 22,929  |      |  |               | 14.1 |      |  |               |        |      |  |               | 13.8 |      |  |               | 29        |      |  |  | 17.9 |  |  |  | 24        |  |  |  | 10.6  |  |  |  | 6         |  |  |  | 6.4   | 
|Other                           |  |               | 12,161  |      |  |               | 2.3  |      |  |               | 23,494  |      |  |               | 3.3  |      |  |               | 36,941    |      |  |  | 5.1  |  |  |  | 50,198    |  |  |  | 3.3   |  |  |  | 44,122    |  |  |  | 4.6   | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |           |      |  |  |      |  |  |  |           |  |  |  |       |  |  |  |           |  |  |  |       | 
|Total                           |  |               | 451,662 |      |  |               | 57.7 |      |  |               | 491,180 |      |  |               | 55.2 |      |  |               | 454,923   |      |  |  | 52.9 |  |  |  | 458,038   |  |  |  | 45.4  |  |  |  | 403,967   |  |  |  | 41.0  | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |           |      |  |  |      |  |  |  |           |  |  |  |       |  |  |  |           |  |  |  |       | 
|Total Greek residents loans     |  |               | 609,757 |      |  |               | 84.5 |      |  |               | 649,026 |      |  |               | 82.7 |      |  |               | 653,825   |      |  |  | 83.9 |  |  |  | 740,643   |  |  |  | 83.3  |  |  |  | 768,347   |  |  |  | 83.0  | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |           |      |  |  |      |  |  |  |           |  |  |  |       |  |  |  |           |  |  |  |       | 
|Foreign                         |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |           |      |  |  |      |  |  |  |           |  |  |  |       |  |  |  |           |  |  |  |       | 
|Consumer                        |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |           |      |  |  |      |  |  |  |           |  |  |  |       |  |  |  |           |  |  |  |       | 
|Residential mortgages           |  |               | 610     |      |  |               | 1.1  |      |  |               | 358     |      |  |               | 1.0  |      |  |               | 493       |      |  |  | 0.9  |  |  |  | 389       |  |  |  | 1.2   |  |  |  | 854       |  |  |  | 1.1   | 
|Credit card                     |  |               | 144     |      |  |               | 0.0  |      |  |               | 1,341   |      |  |               | 0.1  |      |  |               | 4,690     |      |  |  | 0.1  |  |  |  | 5,341     |  |  |  | 0.1   |  |  |  | 2,675     |  |  |  | 0.1   | 
|Auto financing                  |  |               | 933     |      |  |               | 0.1  |      |  |               | 62      |      |  |               | 0.0  |      |  |               |          |      |  |  | 0.0  |  |  |  | 65        |  |  |  | 0.1   |  |  |  | 6         |  |  |  | 0.1   | 
|Other consumers                 |  |               | 10,374  |      |  |               | 1.1  |      |  |               | 16,675  |      |  |               | 1.2  |      |  |               | 16,898    |      |  |  | 1.1  |  |  |  | 17,115    |  |  |  | 1.2   |  |  |  | 16,583    |  |  |  | 1.2   | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |           |      |  |  |      |  |  |  |           |  |  |  |       |  |  |  |           |  |  |  |       | 
|Total                           |  |               | 12,061  |      |  |               | 2.3  |      |  |               | 18,436  |      |  |               | 2.3  |      |  |               | 22,081    |      |  |  | 2.1  |  |  |  | 22,910    |  |  |  | 2.6   |  |  |  | 20,118    |  |  |  | 2.5   | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |           |      |  |  |      |  |  |  |           |  |  |  |       |  |  |  |           |  |  |  |       | 
|Commercial                      |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |           |      |  |  |      |  |  |  |           |  |  |  |       |  |  |  |           |  |  |  |       | 
|Industry and mining             |  |               | 17,949  |      |  |               | 3.8  |      |  |               | 50,985  |      |  |               | 4.4  |      |  |               | 89,244    |      |  |  | 4.5  |  |  |  | 88,538    |  |  |  | 4.2   |  |  |  | 86,797    |  |  |  | 3.9   | 
|Small-scale industry            |  |               | 1,957   |      |  |               | 0.1  |      |  |               | 36,003  |      |  |               | 0.5  |      |  |               | 2,964     |      |  |  | 0.2  |  |  |  | 2,436     |  |  |  | 0.2   |  |  |  | 2,872     |  |  |  | 0.4   | 
|Trade                           |  |               | 8,032   |      |  |               | 1.9  |      |  |               | 27,944  |      |  |               | 2.3  |      |  |               | 32,575    |      |  |  | 2.2  |  |  |  | 36,257    |  |  |  | 2.3   |  |  |  | 39,562    |  |  |  | 2.7   | 
|Construction                    |  |               | 2,289   |      |  |               | 0.5  |      |  |               | 16,713  |      |  |               | 0.6  |      |  |               | 8,704     |      |  |  | 0.6  |  |  |  | 9,036     |  |  |  | 0.9   |  |  |  | 3,181     |  |  |  | 1.2   | 
|Tourism                         |  |               | 2,506   |      |  |               | 0.3  |      |  |               | 2,955   |      |  |               | 0.4  |      |  |               | 2,327     |      |  |  | 0.4  |  |  |  | 2,475     |  |  |  | 0.3   |  |  |  | 2,356     |  |  |  | 0.4   | 
|Shipping and transportation     |  |               | 48,960  |      |  |               | 1.8  |      |  |               | 57,858  |      |  |               | 1.5  |      |  |               | 59,439    |      |  |  | 1.2  |  |  |  | 51,329    |  |  |  | 1.0   |  |  |  | 36,297    |  |  |  | 1.0   | 
|Commercial mortgages            |  |               | 2,219   |      |  |               | 3.1  |      |  |               | 1,723   |      |  |               | 3.3  |      |  |               | 3,079     |      |  |  | 3.2  |  |  |  | 3,753     |  |  |  | 3.1   |  |  |  | 2,429     |  |  |  | 2.7   | 
|Public sector                   |  |               |        |      |  |               | 0.3  |      |  |               | 1,027   |      |  |               | 0.4  |      |  |               | 15,695    |      |  |  | 0.4  |  |  |  | 56        |  |  |  | 0.2   |  |  |  | 128       |  |  |  | 0.2   | 
|Other                           |  |               | 18,387  |      |  |               | 1.4  |      |  |               | 15,688  |      |  |               | 1.6  |      |  |               | 9,955     |      |  |  | 1.3  |  |  |  | 6,288     |  |  |  | 1.9   |  |  |  | 12,326    |  |  |  | 2.0   | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |           |      |  |  |      |  |  |  |           |  |  |  |       |  |  |  |           |  |  |  |       | 
|Total                           |  |               | 102,299 |      |  |               | 13.2 |      |  |               | 210,896 |      |  |               | 15.0 |      |  |               | 223,982   |      |  |  | 14.0 |  |  |  | 200,168   |  |  |  | 14.1  |  |  |  | 185,948   |  |  |  | 14.5  | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |           |      |  |  |      |  |  |  |           |  |  |  |       |  |  |  |           |  |  |  |       | 
|Total foreign loans             |  |               | 114,360 |      |  |               | 15.5 |      |  |               | 229,332 |      |  |               | 17.3 |      |  |               | 246,063   |      |  |  | 16.1 |  |  |  | 223,078   |  |  |  | 16.7  |  |  |  | 206,066   |  |  |  | 17.0  | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |           |      |  |  |      |  |  |  |           |  |  |  |       |  |  |  |           |  |  |  |       | 
|Unallocated                     |  |               | 73,891  |      |  |               |     |      |  |               | 94,853  |      |  |               |     |      |  |               | 115,039   |      |  |  |     |  |  |  | 47,424    |  |  |  |      |  |  |  | 73,080    |  |  |  |      | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |           |      |  |  |      |  |  |  |           |  |  |  |       |  |  |  |           |  |  |  |       | 
|Total Allowance For Loan Losses |  |               | 798,008 |      |  |               | 100  |      |  |               | 973,211 |      |  |               | 100  |      |  |               | 1,014,927 |      |  |  | 100  |  |  |  | 1,011,145 |  |  |  | 100.0 |  |  |  | 1,047,493 |  |  |  | 100.0 | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |           |      |  |  |      |  |  |  |           |  |  |  |       |  |  |  |           |  |  |  |       | 




|    |                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------
|(1) | Percentages represent the balance of loans in the
    respective category as a percent of the total loan balance.

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Total allowances for loan losses attributable to
foreign residents decreased by 7.6%, from
223.1 million
in 2002 to
206.1 million
in 2003. An analysis of the Groups write-offs and
recoveries for non-performing loans for December 31, 1999,
2000, 2001, 2002 and 2003 is presented in the following table:

|                                              |  |                                       |         |       |  |      |      |       |  |      |        |       |  |      |      |       |  |      |         |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|--------------------------------------------- |  | ------------------------------------- | ------- | ----- |  | ---- | ---- | ----- |  | ---- | ------ | ----- |  | ---- | ---- | ----- |  | ---- | ------- | ----- |  |  | ---- |  |  |  | ------- | - |  |  | ---- |  |  |  | ------- | - |  |  | ---- | 
|                                              |  |                                      
|                                              |  | Year ended December 31,              
|                                              |  |                                      
|                                              |  |                                       |         | % of  |  |      |      | % of  |  |      |        | % of  |  |      |      | % of  |  |      |         | % of 
|                                              |  |                                       |         | total |  |      |      | total |  |      |        | total |  |      |      | total |  |      |         | total
|                                              |  | 1999                                  |         | loans |  | 2000 |      | loans |  | 2001 |        | loans |  | 2002 |      | loans |  | 2003 |         | loans
|                                              |  |                                       |         |       |  |      |      |       |  |      |        |       |  |      |      |       |  |      |         |      
|                                              |  |                                      
|                                              |  | (EUR in thousands except percentages)
|Write-offs                                    |  |                                       |         |       |  |      |      |       |  |      |        |       |  |      |      |       |  |      |         |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Greek Residents:                              |  |                                       |         |       |  |      |      |       |  |      |        |       |  |      |      |       |  |      |         |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Commercial and industrial                     |  |                                       | 101,887 |       |  |      | 0.71 |       |  |      | 21,232 |       |  |      | 0.12 |       |  |      | 85,728  |       |  |  | 0.42 |  |  |  | 62,744  |   |  |  | 0.30 |  |  |  | 55,931  |   |  |  | 0.24 | 
|Real estate  construction                    |  |                                       | 1,617   |       |  |      | 0.01 |       |  |      | 135    |       |  |      | 0.00 |       |  |      | 2,773   |       |  |  | 0.01 |  |  |  | 2,994   |   |  |  | 0.01 |  |  |  | 1,900   |   |  |  | 0.01 | 
|Real estate  mortgage                        |  |                                       |        |       |  |      |     |       |  |      | 9,262  |       |  |      | 0.05 |       |  |      | 554     |       |  |  | 0.00 |  |  |  | 29,265  |   |  |  | 0.14 |  |  |  | 24,599  |   |  |  | 0.11 | 
|Installment loans to individuals              |  |                                       | 3       |       |  |      | 0.00 |       |  |      | 281    |       |  |      | 0.00 |       |  |      | 1,139   |       |  |  | 0.01 |  |  |  | 1,954   |   |  |  | 0.01 |  |  |  | 97      |   |  |  | 0.00 | 
|                                              |  |                                       |         |       |  |      |      |       |  |      |        |       |  |      |      |       |  |      |         |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Total write-offs for loans to Greek residents |  |                                       | 103,507 |       |  |      | 0.72 |       |  |      | 30,910 |       |  |      | 0.17 |       |  |      | 90,194  |       |  |  | 0.44 |  |  |  | 96,957  |   |  |  | 0.46 |  |  |  | 82,527  |   |  |  | 0.36 | 
|                                              |  |                                       |         |       |  |      |      |       |  |      |        |       |  |      |      |       |  |      |         |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Foreign:                                      |  |                                       |         |       |  |      |      |       |  |      |        |       |  |      |      |       |  |      |         |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Commercial and industrial                     |  |                                       | 6,371   |       |  |      | 0.04 |       |  |      | 17,177 |       |  |      | 0.10 |       |  |      | 43,084  |       |  |  | 0.21 |  |  |  | 14,199  |   |  |  | 0.07 |  |  |  | 18,820  |   |  |  | 0.08 | 
|Real estate  mortgage                        |  |                                       | 144     |       |  |      | 0.00 |       |  |      | 355    |       |  |      | 0.00 |       |  |      | 82      |       |  |  | 0.00 |  |  |  | 332     |   |  |  | 0.00 |  |  |  | 30      |   |  |  | 0.00 | 
|Installment loans to individuals              |  |                                       | 1,174   |       |  |      | 0.01 |       |  |      | 1,908  |       |  |      | 0.01 |       |  |      | 437     |       |  |  | 0.00 |  |  |  | 396     |   |  |  | 0.00 |  |  |  | 293     |   |  |  | 0.00 | 
|                                              |  |                                       |         |       |  |      |      |       |  |      |        |       |  |      |      |       |  |      |         |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Total write-offs for foreign loans            |  |                                       | 7,689   |       |  |      | 0.05 |       |  |      | 19,440 |       |  |      | 0.11 |       |  |      | 43,603  |       |  |  | 0.21 |  |  |  | 14,927  |   |  |  | 0.07 |  |  |  | 19,143  |   |  |  | 0.08 | 
|                                              |  |                                       |         |       |  |      |      |       |  |      |        |       |  |      |      |       |  |      |         |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Total write-offs                              |  |                                       | 111,196 |       |  |      | 0.77 |       |  |      | 50,350 |       |  |      | 0.28 |       |  |      | 133,797 |       |  |  | 0.65 |  |  |  | 111,884 |   |  |  | 0.53 |  |  |  | 101,670 |   |  |  | 0.44 | 
|                                              |  |                                       |         |       |  |      |      |       |  |      |        |       |  |      |      |       |  |      |         |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Recoveries                                    |  |                                       |         |       |  |      |      |       |  |      |        |       |  |      |      |       |  |      |         |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Greek Residents:                              |  |                                       |         |       |  |      |      |       |  |      |        |       |  |      |      |       |  |      |         |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Commercial and industrial                     |  |                                       |        |       |  |      |     |       |  |      |       |       |  |      |     |       |  |      |        |       |  |  |     |  |  |  | (486    | ) |  |  | 0.00 |  |  |  |        |   |  |  |     | 
|Real estate  construction                    |  |                                       |        |       |  |      |     |       |  |      |       |       |  |      |     |       |  |      | (1,174  | )     |  |  | 0.01 |  |  |  |        |   |  |  |     |  |  |  |        |   |  |  |     | 
|Real estate  mortgage                        |  |                                       |        |       |  |      |     |       |  |      |       |       |  |      |     |       |  |      |        |       |  |  |     |  |  |  |        |   |  |  |     |  |  |  |        |   |  |  |     | 
|Governments and official institutions         |  |                                       |        |       |  |      |     |       |  |      |       |       |  |      |     |       |  |      |        |       |  |  |     |  |  |  |        |   |  |  |     |  |  |  |        |   |  |  |     | 
|Total recovery on loans to Greek residents    |  |                                       |        |       |  |      |     |       |  |      |       |       |  |      |     |       |  |      | (1,174  | )     |  |  | 0.01 |  |  |  | (486    | ) |  |  | 0.00 |  |  |  |        |   |  |  |     | 
|                                              |  |                                       |         |       |  |      |      |       |  |      |        |       |  |      |      |       |  |      |         |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Foreign:                                      |  |                                       |         |       |  |      |      |       |  |      |        |       |  |      |      |       |  |      |         |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Commercial and industrial                     |  |                                       | (4,229  | )     |  |      | 0.03 |       |  |      | (921   | )     |  |      | 0.01 |       |  |      | (2,119  | )     |  |  | 0.01 |  |  |  | (1,811  | ) |  |  | 0.01 |  |  |  | (7,146  | ) |  |  | 0.03 | 
|Real estate  mortgage                        |  |                                       | (628    | )     |  |      | 0.00 |       |  |      | (413   | )     |  |      | 0.00 |       |  |      |        |       |  |  |     |  |  |  | (37     | ) |  |  | 0.00 |  |  |  | (76     | ) |  |  | 0.00 | 
|Installment loans to individuals              |  |                                       | (367    | )     |  |      | 0.00 |       |  |      | (121   | )     |  |      | 0.00 |       |  |      | (247    | )     |  |  | 0.00 |  |  |  | (146    | ) |  |  | 0.00 |  |  |  | (1,789  | ) |  |  | 0.01 | 
|                                              |  |                                       |         |       |  |      |      |       |  |      |        |       |  |      |      |       |  |      |         |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Total recovery on foreign loans               |  |                                       | (5,224  | )     |  |      | 0.03 |       |  |      | (1,455 | )     |  |      | 0.01 |       |  |      | (2,366  | )     |  |  | 0.01 |  |  |  | (1,994  | ) |  |  | 0.01 |  |  |  | (9,011  | ) |  |  | 0.04 | 
|                                              |  |                                       |         |       |  |      |      |       |  |      |        |       |  |      |      |       |  |      |         |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Total recoveries                              |  |                                       | (5,224  | )     |  |      | 0.03 |       |  |      | (1,455 | )     |  |      | 0.01 |       |  |      | (3,540  | )     |  |  | 0.02 |  |  |  | (2,480  | ) |  |  | 0.01 |  |  |  | (9,011  | ) |  |  | 0.04 | 
|                                              |  |                                       |         |       |  |      |      |       |  |      |        |       |  |      |      |       |  |      |         |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 

Off-Balance Sheet Items

See Item 5.E Operating and
Financial Reviewand Prospects  Off-Balance
Sheet Arrangements.

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Liabilities

Deposits

The following table shows details of the
Groups average deposits and average interest rates
thereon, for the Groups domestic and foreign operations,
for each of the three years ended December 31, 2001, 2002
and 2003:

|                                     |                                               |                                       |            |            |  |         |      |          |  |         |            |            |  |  |      |      |  |  |            |            |  |  |      |      | 
|------------------------------------ | --------------------------------------------- | ------------------------------------- | ---------- | ---------- |  | ------- | ---- | -------- |  | ------- | ---------- | ---------- |  |  | ---- | ---- |  |  | ---------- | ---------- |  |  | ---- | ---- | 
|                                     |                                               |                                      
|                                     |                                               | Year ended December 31,              
|                                     |                                               |                                      
|                                     |                                               |                                       |            |            |  |        
|                                     |                                               | 2001                                  |            | 2002       |  | 2003   
|                                     |                                               |                                       |            |            |  |        
|                                     |                                               | Average                               |            | Average    |  | Average |      | Average  |  | Average |            | Average   
|                                     |                                               | Balance                               |            | rate (%)   |  | balance |      | rate (%) |  | balance |            | rate (%)  
|                                     |                                               |                                       |            |            |  |         |      |          |  |         |            |           
|                                     |                                               |                                      
|                                     |                                               | (EUR in thousands except percentages)
|Domestic Operations:                 |                                               |                                       |            |            |  |         |      |          |  |         |            |            |  |  |      |      |  |  |            |            |  |  |      |     
|Deposits by Greek residents:         |                                               |                                       |            |            |  |         |      |          |  |         |            |            |  |  |      |      |  |  |            |            |  |  |      |     
|                                     | Non-interest bearing demand deposits          |                                       |            | 2,121      |  |         |      |         |  |         |            | 28,131     |  |  |      |     |  |  |            | 4,545      |  |  |      |     | 
|                                     | Interest bearing demand deposits              |                                       |            | 2,445,588  |  |         |      | 0.80     |  |         |            | 3,200,385  |  |  |      | 0.95 |  |  |            | 3,502,435  |  |  |      | 0.43 | 
|                                     | Savings(1)                                    |                                       |            | 19,141,065 |  |         |      | 2.48     |  |         |            | 21,730,928 |  |  |      | 1.66 |  |  |            | 22,076,831 |  |  |      | 0.98 | 
|                                     | Time deposits                                 |                                       |            | 11,063,915 |  |         |      | 3.59     |  |         |            | 9,069,200  |  |  |      | 3.35 |  |  |            | 7,096,687  |  |  |      | 1.49 | 
|                                     | Interbank                                     |                                       |            | 1,888,229  |  |         |      | 4.83     |  |         |            | 1,583,580  |  |  |      | 3.70 |  |  |            | 2,655,098  |  |  |      | 2.26 | 
|                                     | Other                                         |                                       |            | 279,211    |  |         |      | 4.71     |  |         |            | 251,539    |  |  |      | 2.51 |  |  |            | 235,263    |  |  |      | 1.01 | 
|Non-Greek residents or foreigners:   |                                               |                                       |            |            |  |         |      |          |  |         |            |            |  |  |      |      |  |  |            |            |  |  |      |     
|                                     | Non-interest bearing demand deposits          |                                       |            | 326,941    |  |         |      |         |  |         |            | 304,619    |  |  |      |     |  |  |            | 306,102    |  |  |      |     | 
|                                     | Interest bearing demand deposits              |                                       |            | 200,766    |  |         |      | 1.22     |  |         |            | 480,578    |  |  |      | 0.55 |  |  |            | 375,171    |  |  |      | 0.49 | 
|                                     | Savings(1)                                    |                                       |            | 612,816    |  |         |      | 1.99     |  |         |            | 1,111,640  |  |  |      | 1.84 |  |  |            | 987,118    |  |  |      | 0.81 | 
|                                     | Time deposits                                 |                                       |            | 2,407,058  |  |         |      | 3.15     |  |         |            | 2,235,785  |  |  |      | 3.60 |  |  |            | 2,061,625  |  |  |      | 1.64 | 
|                                     | Interbank                                     |                                       |            | 2,113,746  |  |         |      | 4.81     |  |         |            | 2,120,045  |  |  |      | 2.59 |  |  |            | 3,996,466  |  |  |      | 3.61 | 
|                                     | Other                                         |                                       |            | 72,373     |  |         |      | 3.89     |  |         |            | 45,624     |  |  |      | 2.61 |  |  |            | 58,195     |  |  |      | 1.47 | 
|Deposits in foreign banking offices: |                                               |                                       |            |            |  |         |      |          |  |         |            |            |  |  |      |      |  |  |            |            |  |  |      |     
|                                     | Banks located in foreign countries            |                                       |            |           |  |         |      |         |  |         |            | 851        |  |  |      |     |  |  |            | 1,819      |  |  |      |     | 
|                                     | Foreign governments and official institutions |                                       |            |           |  |         |      |         |  |         |            | 1,000      |  |  |      |     |  |  |            |           |  |  |      |     | 
|                                     | Other foreign demand deposits                 |                                       |            | 217,347    |  |         |      | 3.83     |  |         |            | 230,467    |  |  |      | 0.55 |  |  |            | 182,938    |  |  |      | 0.89 | 
|                                     | Other foreign time and savings deposits       |                                       |            | 122,054    |  |         |      | 7.98     |  |         |            | 144,894    |  |  |      | 1.28 |  |  |            | 210,076    |  |  |      | 1.26 | 
|                                     |                                               |                                       |            |            |  |         |      |          |  |         |            |            |  |  |      |      |  |  |            |            |  |  |      |     
|Total deposits                       |                                               |                                       | 40,893,230 |            |  |         | 2.96 |          |  |         | 42,539,266 |            |  |  | 2.17 |      |  |  | 43,750,369 |            |  |  | 1.36 |     
|                                     |                                               |                                       |            |            |  |         |      |          |  |         |            |            |  |  |      |      |  |  |            |            |  |  |      |     






|    |                                        
|--- | ---------------------------------------
|(1) | These deposits are available on demand.

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The table below shows the amount outstanding of
time certificates of deposit and other time deposits in amounts
of US$100,000 or more of the Group by remaining maturity at
December 31, 2003. Determinations of whether certain time
deposits in currencies other than the U.S. dollar are in
amounts of US$100,000 or more have been based on exchange rates
at December 31, 2003.

|                                                                                          |                          |                    |           |           | 
|----------------------------------------------------------------------------------------- | ------------------------ | ------------------ | --------- | --------- | 
|                                                                                          |                          | Year ended        
|                                                                                          |                          | December 31, 2003 
|                                                                                          |                          |                   
|                                                                                          |                          | (EUR in thousands)
|Time certificates of deposit in amounts
    US$100,000 or more:                           |                          |                    |           |          
|                                                                                          | 3 months or less         |                    |           | 121,061   | 
|                                                                                          | Over 3 through 6 months  |                    |           | 13,665    | 
|                                                                                          | Over 6 through 12 months |                    |           | 55,293    | 
|                                                                                          | Over 12 months           |                    |           | 50,932    | 
|Other time deposits of US$100,000 or more by
    time remaining until maturity:           |                          |                    |           |          
|                                                                                          | 3 months or less         |                    |           | 2,489,034 | 
|                                                                                          | Over 3 through 6 months  |                    |           | 419,943   | 
|                                                                                          | Over 6 through 12 months |                    |           | 365,187   | 
|                                                                                          | Over 12 months           |                    |           | 10,871    | 
|                                                                                          |                          |                    |           |          
|Total time certificates of deposit and other
    deposits in amount of US$100,000 or more |                          |                    | 3,525,986 |          
|                                                                                          |                          |                    |           |          

Short-term Borrowings

The table below shows outstanding amounts of
short-term bonds issued by the Bank for each of the three years
ended December 31, 2001, 2002 and 2003.

|                                           |  |                        |        |      |  |      |        |   |  |  |        |  
|------------------------------------------ |  | ---------------------- | ------ | ---- |  | ---- | ------ | - |  |  | ------ | -
|                                           |  |                       
|                                           |  | Year ended December 31
|                                           |  |                       
|                                           |  | 2001                   |        | 2002 |  | 2003
|                                           |  |                        |        |      |  |     
|                                           |  |                       
|                                           |  | (EUR in thousands,    
|                                           |  | except percentages)   
|End of period                              |  |                        | 51,630 |      |  |      | 28,585 |   |  |  | 11,867 |  
|Maximum month-end amount during the period |  |                        | 71,651 |      |  |      | 52,898 |   |  |  | 26,887 |  
|Average amount                             |  |                        | 63,566 |      |  |      | 38,589 |   |  |  | 20,567 |  
|Average interest rate                      |  |                        | 4.56   | %    |  |      | 4.05   | % |  |  | 2.58   | %




ITEM 5     OPERATING
AND FINANCIAL REVIEW AND PROSPECTS

General

The following discussion is based upon the
selected financial data prepared in accordance with
U.S. GAAP and should be read in conjunction with our
U.S. GAAP Financial Statements and the notes explaining
those financial statements included elsewhere in this Annual
Report.

Overview

We are the largest financial group in Greece. We
provide commercial, retail and investment banking services,
mortgage lending and other financial services, including
insurance, through the branch network of the Bank and its
subsidiaries in Greece and abroad. Our principal sources of
income have historically been interest earned on customer loans
and securities as well as commissions. We fund our lending
activities and our securities portfolio principally through
demand and short-term deposits in our branch network.
Approximately 63.9% of our total revenues for the year ended
December 31, 2003 was generated by the Bank, which is the
largest financial institution in Greece. As at December 31,
2003, the Bank accounted for approximately 86.0% of our total
assets.

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The Banks interest-earning securities
portfolio is comprised predominantly of Greek Government bonds.
The Banks historically significant level of investment in
Government bonds is in part attributable to the high reserve
requirements applicable in the past. The Banks management
currently expects that the proportion of Greek Government bonds
to total assets will decrease in the medium- to long-term, as a
result of an expected increase in the loan portfolio and the
increase in our portfolio of bonds of other issuers.

Deregulation in the Greek banking sector has
resulted in increased competition from domestic and foreign
private banks and a significant expansion of activity in new
sectors such as asset management, capital markets and treasury.
During the period under review in this discussion, interest
rates in Greece have been gradually declining. For the period
from January 1, 2000 through December 31, 2000, this
decline in interest rates was attributable to convergence in
Greece with interest rates in effect throughout the other
countries that were participating in EMU, in connection with
Greeces preparation to accede to the third stage of EMU on
January 1, 2001. Since that date, when the euro replaced
the drachma as the legal currency in the Hellenic Republic, the
decline in interest rates in Greece has been the result of
interest rate reductions by the European Central Bank.

Strategic Focus.Our
strategy focuses on enhancing profitability and creating a
stronger financial group. As part of this strategy, we are
seeking to enhance our revenue generation potential through
asset sales and by modifying our mix of assets in order to
reduce the amount of low yielding assets, such as government
bonds. Concurrently, we are increasing our lending to market
sectors with higher interest rate margins, such as the small
business, mortgage and consumer segments. We are also
streamlining our structure in order to improve efficiency,
reduce costs and facilitate cross-selling among various
divisions. Our strategy also involves preserving our asset
quality and reducing the level of non-performing loans, which
has had and continues to have, a significant negative impact on
our operating results. We are further seeking to increase our
fee-related activities, primarily commissions from retail
services and products as well as those related to investment
banking and asset management, although these areas are subject
to variations in market conditions. See Item 4.B,
Business Overview  Strategy.

Non-Performing Loans.Our level of non-performing loans is
approximately 6.0% of our total loan portfolio as at
December 31, 2003. This level has declined in recent years,
but is nevertheless significantly higher than that of many other
banks in Western Europe. Key factors that have contributed to
the level of non-performing loans in the past were the recession
in the Greek economy, which affected many borrowers in the early
1990s, and past influence by the Greek government over lending
policies, including regulations requiring lending to specific
sectors of the economy and policies that required the Bank to
extend loans to troubled companies considered to be important to
the Greek national interest. Other contributing factors were
that the methods for approving loans and monitoring troubled
loans, in general, depended heavily on collateral and did not
focus on the cash flow of the borrower as an indicator of
creditworthiness. These factors contributed to relatively high
levels of payment defaults. In addition, there were inadequate
procedures for monitoring or restructuring troubled loans prior
to default.

Furthermore, non-performing loans have remained
on our balance sheet significantly longer than would be the case
in banks in other Western European countries due to Greek
regulations regarding provisions and write-offs with respect to
non-performing loans. Under Greek tax law and for Greek GAAP
purposes, banks are allowed to make tax-deductible general
provisions for loan losses up to 1% of the average balance of
their loan portfolio, not including loans extended to
State-owned organizations and loans guaranteed by the Hellenic
Republic. Specific provisions for loan losses are also permitted
under Greek tax law and for Greek GAAP purposes, but there are
significant tax penalties imposed to the extent that loans
written off against specific provisions are subsequently
recovered. Write-offs of non-performing loans can only be made
after all legal remedies for recovery, including realization of
collateral, have been exhausted, which can take up to ten years.
As such, our write-offs of non-performing loans in recent years
have been high, which reflects the fact that we have exhausted
all legal remedies for recovery of many loans made under Greek
government influence in the early 1990s. For U.S. GAAP
purposes, all loans written-off during the years ended
December 31, 2001, 2002 and 2003 were fully provided for,
taking into account recovered amounts. See Item 4.E,
Selected Statistical Data  Credit
Quality  Non-Performing Loans, Loan Loss Provisions
and Loan Loss Experience.

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As part of our strategy to preserve the quality
of our loan portfolio, we have improved the methods of providing
for losses inherent in our loan portfolio and increased our
write-offs for non-performing loans. As a result, we have
provided for all existing non-performing loans, taking into
account any collateral with respect to such loans and have
shortened the period at which loans become non-performing. We
have also provided for other probable losses inherent in the
portfolio to the extent such losses are reasonably estimable. In
2001, we made provisions of
170.8 million
and wrote off
133.8 million.
In 2002, we made provisions of
143.4 million
and wrote off
111.9 million.
In 2003, we made provisions of
140.5 million
and wrote off
101.7 million.
The provisions made under U.S. GAAP in 2001, 2002 and 2003
referred to above represent expected losses on loans originated
in the respective years, as well as expected additional losses
due to changes in circumstances related to previously existing
loans in each respective period that had been incurred at each
balance sheet date. In 2001, provisions increased 59.1% due in
part to the overall growth of the Groups foreign loan
portfolio, but also due to the impact of Greek Law 2912/2001,
which limits the amount of interest that can accrue on certain
non-performing loans and therefore required an adjustment to
existing provisions. In 2002, provisions decreased 16.1% and
write-offs decreased 16.4%, notwithstanding a 1.4% increase in
our total loan portfolio, reflecting the continued improvement
in the quality of our loan portfolio, resulting from our
enhanced loan approval process and our write-offs during the
period. This decrease also reflects the effect of exchange
differences and other variations, principally driven by the
depreciation of the U.S. dollar against the euro. In 2003,
provisions decreased a further 2.0% and write-offs decreased by
9.1% notwithstanding a 11.2% increase in our total loan
portfolio reflecting the improved quality of our loan portfolio.
See Selected Statistical Data  Allowance for
Loan Losses  Methodology in Item 4.E.

We have taken and are continuing to take steps to
improve our credit approval and risk management procedures in
order to reduce the amount of non-performing loans that occur in
the future. We have developed and implemented a comprehensive
credit manual to govern the lending process, and have fully
implemented new credit review and monitoring procedures, which
focus on the borrowers cash flow and ability to repay as
well as on collateral values. See Item 4.E,
Selected Statistical Data  Credit
Quality. An objective in restructuring our credit
function is to ensure consistency in the loan approval process
throughout the organization while tailoring it to meet the
specific needs of the Banks borrowers. We have therefore
established centralized credit centers, taking the
decision-making power for loan approval out of the hands of the
branches. We have also set up a special division to monitor and
strengthen our position with respect to delinquent loans by
working flexibly with clients  restructuring payments and
taking additional collateral  to ensure they meet their
payment obligations.

Disposal of Non-Core Assets.As part of our strategy to streamline
our operations, we strategically dispose of our investments in
non-core businesses. The Bank, ETEBA, the Groups
investment banking arm which has been merged into the Bank, and
Ethniki Kefalaiou disposed of equity investments in non-core
businesses, realizing proceeds amounting to
66.3 million
in 2000. Disposals in 2000 consisted primarily of a portion of
our holdings in Astir Hotels Vouliagmeni S.A. through an initial
public offering in Greece. We did not dispose of any other
significant equity investments in non-core businesses in 2000,
2001 or 2002 due to adverse market conditions. In 2003, we
realized proceeds amounting to
32.4 million
consisting primarily of portions of our holdings in HELEX and
AGET Heracles. The Bank and its subsidiary, Ethniki Kefalaiou,
disposed of real estate in amounts equal to approximately
104.5 million
in 2001,
45.0 million
in 2002 and
46.1 million
in 2003. We expect to continue such divestitures and expect our
policy of disposing of non-core assets will contribute to
increased income in future periods as the proceeds of such
disposals are reinvested in higher revenue-generating activities.

Capital Base.We
have taken measures to strengthen our capital base in connection
with the modification of our asset mix, to comply with Greek
capital adequacy requirements as set by the Basle Committee on
Banking Supervision under the Capital Adequacy Directive
relating to market risk and to selectively expand our
operations. In November 1996, we enhanced our balance sheet by
the issuance of GRD 102 billion or
299 million
of Mandatorily Convertible Bonds that count as Tier I
capital, and in June 1997 a further US$200 million of
Tier II capital was raised when a subsidiary of the Bank
issued subordinated notes guaranteed by the Bank. In November
1997 and May 1999, we completed rights offerings for
GRD 80.4 billion or
236 million
and GRD 170.7 billion or
501 million,
respectively, aimed at improving our capital base. In

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December 2000, we purchased, for GRD 87,797
million or
257.7 million,
6,461,096 of the Banks ordinary shares from DEKA which had
been issued in connection with the conversion of the fourth
tranche of Mandatorily Convertible Bonds on November 15,
2000. In addition, on December 13, 2000, we purchased from
DEKA the fifth, and last, tranche of Mandatorily Convertible
Bonds for GRD 85,867 million or
252 million,
which converted into 6,461,100 shares of the Bank on
November 15, 2001. This reduced Tier I capital by
509.7 million,
the aggregate purchase price for these shares. At
December 31, 2001 the Bank and the Group had
2,077.8 million
and
2,170.4 million,
respectively, of Tier I capital and
2,362.5 million
and
2,445.0 million,
respectively, of total capital. In June 2002, we raised
approximately
750 million
through the issuance by NBG Finance plc of subordinated floating
rate notes due 2012, guaranteed by the Bank, and redeemed the
US$200 million of subordinated notes issued in 1997, which
had the net effect of increasing our Tier II capital by
approximately
538.5 million.
In June 2003, we raised
 350
million through the issuance by NBG Funding Ltd of floating rate
preferred notes, which are counted as Tier I capital. At
December 31, 2003, the Bank and the Group had
2,471.9 million
and
2,729.3 million,
respectively, of Tier I capital and
3,553.8 million
and
3,473.5 million
of total capital, respectively.


Sources of liquidity are regularly reviewed to
maintain a wide diversification by currency, geography, provider
and product. The ability to raise funds is in part dependent on
maintaining the Banks credit ratings, although, except at
extremes, a credit downgrade is likely to affect only the price
at which funding is available rather than the volume that can be
raised. Many factors contribute to the credit rating process,
including assessment of management capability, and the quality
of the corporate governance and risk management processes. The
Bank considers maintaining a strong capital base and strong
regulatory ratios to be important factors in preserving its
strong credit ratings.

The table below sets forth the credit ratings
that have been assigned to the Bank by Moodys Investors
Services Limited (referred to below as
Moodys), Standard and Poors Rating
Services (referred to below as Standard and Poors),
a division of the McGraw Hill Companies, Fitch Ratings Ltd.
(referred to below as Fitch) and Capital
Intelligence Ltd. (referred to below as Capital
Intelligence).

|                     |  |                   |      |                   |  |                   |         |                    |  |                   |        |  |  |  |    |  |  |  |      | 
|-------------------- |  | ----------------- | ---- | ----------------- |  | ----------------- | ------- | ------------------ |  | ----------------- | ------ |  |  |  | -- |  |  |  | ---- | 
|                     |  | Long-term         |      | Short-term        |  |                   |         | Financial strength |  |                  
|                     |  | foreign currency  |      | foreign currency  |  | Outlook for the   |         | of the Bank       |  | Subordinated debt
|Rating agency        |  | deposit rating(1) |      | deposit rating(1) |  | Banks ratings(1) |         | Individual(1)      |  | of the Bank(1)   
|                     |  |                   |      |                   |  |                   |         |                    |  |                  
|Moodys              |  |                   | A2   |                   |  |                   | Prime-1 |                    |  |                   | Stable |  |  |  | C  |  |  |  | Baa1 | 
|Standard and Poors  |  |                   | BBB+ |                   |  |                   | A-2     |                    |  |                   | Stable |  |  |  |   |  |  |  | BBB  | 
|Fitch                |  |                   | A-   |                   |  |                   | F2      |                    |  |                   | Stable |  |  |  | C  |  |  |  | BBB+ | 
|Capital Intelligence |  |                   | A-   |                   |  |                   | A2      |                    |  |                   | Stable |  |  |  | A- |  |  |  |     | 






|    |                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------
|(1) | A rating is not a recommendation to buy, sell or
    hold securities and may be subject to revision, suspension or
    withdrawal at any time.

Critical Accounting Policies and
Estimates

The preparation of financial statements in
accordance with accounting principles generally accepted in the
United States of America (U.S. GAAP) requires management to
make a number of judgements, estimates and assumptions that
affect the reported amount of assets, liabilities, income and
expense in our Consolidated Financial Statements and
accompanying notes. We believe that the judgements, estimates
and assumptions used in the preparation of our Consolidated
Financial Statements are appropriate given the factual
circumstances as of December 31, 2003.

Various elements of our accounting policies, by
their nature, are inherently subject to estimation techniques,
valuation assumptions and other subjective assessments. In
particular, we have identified five accounting policies which,
due to the judgements, estimates and assumptions inherent in
those policies, and the sensitivity of our U.S. GAAP
financial statements to those judgements, estimates and
assumptions, are critical to an understanding of our financial
statements.

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Recognition and measurement of financial
instruments at fair value

Assets and liabilities that are trading
instruments are recorded at fair value on the balance sheet
date, with changes in fair value reflected in net trading
profit/ (loss) in the income statement. For exchange traded
financial instruments, fair value is based on quoted market
prices for the specific instrument. For substantially all of our
non-exchange traded contracts, fair value is primarily based on
pricing models. As a general rule all interest rate products are
broken down into cash flows, which are then discounted using the
appropriate market curve. For our derivative financial
instruments which have optionality, the relevant option model is
used. For a further discussion on the effect of a change in
interest rates and foreign exchange rates on our portfolio see
Item 11, Quantitative and Qualitative Disclosures
about Market Riskin this document.

Further details on this subject are given in
Note 3, Summary of Significant Accounting
policies U.S. GAAP financial statements included
elsewhere in this annual report.

Financial Instruments  available
for sale

The Group has classified some of its financial
assets as available for sale. This classification is based on
our determination that these assets are not held for the purpose
of generating short-term trading gains, but rather for
mid-to-long-term capital appreciation. If we had originally
decided that these were trading assets, changes in fair value
would then have to be reflected in income rather than
shareholders equity. The amount of unrealized gains or
losses as of December 31, 2003 is disclosed in the
statement of changes in equity.

In addition, the determination of when a decline
in fair value below cost is not recoverable within a reasonable
time period is a judgement by nature, so statement of income
could be affected by differences in this judgement. We generally
consider investments as impaired if a significant decline in
value extends beyond the near term, unless it is readily
apparent that an investment is impaired, in which case this
would result in an immediate loss recognition. Further details
on this subject are given in Notes 3 and 12 to the
U.S. GAAP financial statements.

Goodwill and Equity method
investments

The Group regularly reviews goodwill and equity
method investments for possible impairment indications. If the
impairment indicators are identified, we make an assessment
about whether the carrying amount of such assets remains fully
recoverable. When making this assessment we compare the carrying
value to market value, if available, or a fair value determined
by a qualified evaluator or pricing model. Determination of a
fair value by a qualified evaluator or pricing model requires
management to make assumptions and use estimates. We believe
that the assumptions and estimates used are reasonable and
supportable in the existing market environment and commensurate
with the risk profile of the assets valued. However, different
ones could be used which would lead to different results.

The single most significant amount of goodwill
relates to the acquisition of United Bulgarian Bank. The
valuation model used to determine the fair value of United
Bulgarian Bank is sensitive to changes in the assumptions.
Adverse changes in any of these factors could lead us to record
a goodwill impairment charge.

During 2003, the Group recognized an impairment
loss of 120,605
thousand relating to the investment banking segment. The Group
valued this segment using various valuation models and applied
the average of these. The impairment is primarily due to the
Banks decision to absorb ETEBA, the former investment
banking subsidiary.

The Group also recognized an impairment loss of
13,603 thousand
relating to the foreign banking segment. The Group valued this
segment using a discounted cash flow model. The impairment loss
was primarily due to the Groups investment in Stopanska
Banka A.D.

The Group also recognized an impairment loss of
77,378 thousand
in 2003. The impairment relates to AGET Heracles Cement
Co. S.A. a listed company on the ATHEX, and representing
the difference between carrying amount and market value. This
difference was considered to be other than temporary.

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Further details on this subject are given in
Notes 3, 13 and 15 to the U.S. GAAP financial
statements included elsewhere in this Annual Report.

Allowance for loan losses

The allowance for loan losses represents
managements estimate of credit losses inherent in the
Groups loan portfolio at the balance sheet date. The
estimation of the allowance is based on a variety of factors,
including past loan experience, adverse situations that have
occurred but are not yet known that may affect the
borrowers ability to repay, the estimated value of the
underlying collateral and general economic conditions. As the
process for determining the adequacy of the allowance requires
subjective and complex judgement by management about the effect
of matters that are inherently uncertain, subsequent evaluations
of the loan portfolio, in light of the factors then prevailing,
may result in significant changes in the allowance for loan
losses. The estimates and judgements are described in further
detail in Item 4E, Selected Statistical
Data  Allowance for loan losses 
Methodology.

Net periodic benefit cost

The net periodic benefit cost is actuarially
determined using assumed discount rates, assumed rates of
compensation increase and the expected return on plan assets.
These assumptions are ultimately determined by reviewing the
Groups salary increases each year. The expected long-term
return on plan assets represents managements expectation
of the average rate of earnings on the funds invested to provide
for the benefits included in the projected benefit obligation.
The impact to service and benefit cost as well as to accumulated
benefit obligation if certain assumptions are changed is
disclosed in Note 37 to the U.S. GAAP financial
statements Employee Benefit Plans to the financial
statements. Also for future changes in legislation with respect
to pension plans, see Item 3(d), Risk
factors.

A.  Operating Results

Results of Operations for the Year Ended
December 31, 2003 Compared with the Year Ended
December 31, 2002

Overview.During the
year ended December 31, 2003, the Group operated in an
environment of declining interest rates, which had the effect of
reducing both interest income and interest expense,
notwithstanding an increase in the size of the Groups loan
portfolio.

Net Interest Income.Our net interest income before
provision for loan losses increased by 5.2% to
1,306.8 million
for 2003, compared with
1,241.7 million
for 2002, as the decrease in interest expense exceeded

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the decrease in interest income. Our net interest
margin decreased to 2.50% in 2003 from 2.60% in 2002. The
components of our net interest income for 2002 and 2003 are
reflected in the following table:


|                                                         |                                                                            |                        |           |           |  |        |           |           |  |  |       |       |  
|-------------------------------------------------------- | -------------------------------------------------------------------------- | ---------------------- | --------- | --------- |  | ------ | --------- | --------- |  |  | ----- | ----- | -
|                                                         |                                                                            |                       
|                                                         |                                                                            | Year ended December 31
|                                                         |                                                                            |                       
|                                                         |                                                                            |                        |           | 2002/2003
|                                                         |                                                                            | 2002                   |           | 2003      |  | Change
|                                                         |                                                                            |                        |           |           |  |       
|                                                         |                                                                            |                        |           | (%)      
|                                                         |                                                                            | (EUR in thousands)     |           |          
|Interest Income:                                         |                                                                            |                        |           |           |  |        |           |           |  |  |       |      
|                                                         | Loans                                                                      |                        |           | 1,154,660 |  |        |           | 1,190,337 |  |  |       | +3.1  | %
|                                                         | Securities available for sale                                              |                        |           | 167,315   |  |        |           | 143,893   |  |  |       | -14.0 | %
|                                                         | Trading assets                                                             |                        |           | 756,576   |  |        |           | 542,099   |  |  |       | -28.3 | %
|                                                         | Federal funds sold and securities purchased under
    agreements to resell |                        |           | 70,668    |  |        |           | 122,901   |  |  |       | +73.9 | %
|                                                         | Interest-bearing deposits with banks                                       |                        |           | 240,158   |  |        |           | 111,048   |  |  |       | -53.8 | %
|                                                         | Other                                                                      |                        |           | 27,321    |  |        |           | 20,055    |  |  |       | -26.6 | %
|Total interest income                                    |                                                                            |                        | 2,416,698 |           |  |        | 2,130,333 |           |  |  | -11.8 | %    
|Interest Expense:                                        |                                                                            |                        |           |           |  |        |           |           |  |  |       |      
|                                                         | Deposits                                                                   |                        |           | 923,640   |  |        |           | 592,891   |  |  |       | -35.8 | %
|                                                         | Securities sold under agreements to repurchase                             |                        |           | 211,724   |  |        |           | 186,152   |  |  |       | -12.1 | %
|                                                         | Other borrowed funds                                                       |                        |           | 5,654     |  |        |           | 5,031     |  |  |       | -11.0 | %
|                                                         | Long-term debt                                                             |                        |           | 22,481    |  |        |           | 33,752    |  |  |       | +50.1 | %
|                                                         | Other                                                                      |                        |           | 11,524    |  |        |           | 5,728     |  |  |       | -50.3 | %
|Total interest expense                                   |                                                                            |                        | 1,175,023 |           |  |        | 823,554   |           |  |  | -29.9 | %    
|Net interest income before provision for loan
    losses |                                                                            |                        | 1,241,675 |           |  |        | 1,306,779 |           |  |  | +5.2  | %    
|Provision for loan losses                                |                                                                            |                        | (143,391  | )         |  |        | (140,543  | )         |  |  | -2.0  | %    
|                                                         |                                                                            |                        |           |           |  |        |           |           |  |  |       |      
|Net interest income after provision for loan
    losses  |                                                                            |                        | 1,098,284 |           |  |        | 1,166,236 |           |  |  | +6.2  | %    
|                                                         |                                                                            |                        |           |           |  |        |           |           |  |  |       |      

Total interest income for the Group decreased by
11.8% to
2,130.3 million
for 2003 from
2,416.7 million
for 2002. Interest income from loans increased 3.1% in 2003
compared with 2002, as a result of the increase in the size of
the loan portfolio, notwithstanding the decline in interest
rates during the period. Interest income from the securities
portfolio decreased as a result of lower interest rates in 2003.
Despite the higher average balances during the year, interest
income from trading assets was adversely affected by the
decrease in interest rates. Interest income from
interest-bearing deposits with banks (which includes reserves
with the Bank of Greece) decreased in 2003 compared to 2002 due
to declining interest rates. Other interest income for the
Group, which includes income received on amounts from money
market investments, decreased from
27.3 million
in 2002 to
20.1 million
in 2003.

Total interest expense for the Group decreased by
29.9% to
823.6 million
for 2003 from
1,175.0 million
for 2002. Interest on deposits decreased by 35.8% in 2003,
reflecting the decline in interest rates in 2003 notwithstanding
higher average balances during the year. Interest expense on
securities sold under agreements to repurchase decreased,
reflecting the reduction in the weighted average of interest
rates during the year. Interest expense on long-term debt
increased due to the issuance of
350 million
subordinated notes (hybrid Tier I capital) in 2003.

Provision for Loan Losses.We recorded, for U.S. GAAP
purposes, provisions of
143.4 million
for 2002, which decreased by 2.0% to
140.5 million
for 2003.

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Activity in the loan loss allowances for the two
years ended December 31, 2002 and 2003 was as follows:

|                                 |                                                                                          |                    |           |          |          |   |           |         |          |  
|-------------------------------- | ---------------------------------------------------------------------------------------- | ------------------ | --------- | -------- | -------- | - | --------- | ------- | -------- | -
|                                 |                                                                                          | 2002               |           | 2003    
|                                 |                                                                                          |                    |           |         
|                                 |                                                                                          |                   
|                                 |                                                                                          | (EUR in thousands)
|Balance at beginning of the year |                                                                                          |                    | 1,014,927 |          |          |   | 1,011,145 |        
|                                 | Add: Allowance (upon acquisition) attributable to
    companies acquired during the year |                    |           | 2,474    |          |   |           | 3,766   |         
|                                 | Add: Provisions for probable loan losses                                                 |                    |           | 143,391  |          |   |           | 140,543 |         
|                                 |                                                                                          | Write-offs         |           |          | (111,884 | ) |           |         | (101,670 | )
|                                 |                                                                                          | Recoveries(1)      |           |          | 2,480    |   |           |         | 9,011    |  
|                                 |                                                                                          |                    |           |          |          |   |           |        
|                                 | Less: Net write-offs                                                                     |                    |           | (109,404 | )        |   |           | (92,659 | )       
|                                 | Exchange differences and other variations                                                |                    |           | (40,243  | )        |   |           | (15,302 | )       
|                                 |                                                                                          |                    |           |          |          |   |           |        
|Balance at end of year           |                                                                                          |                    | 1,011,145 |          |          |   | 1,047,493 |        
|                                 |                                                                                          |                    |           |          |          |   |           |        






|    |                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Recoveries after write-offs of non-performing
    loans are minimal as, under Greek regulations, non-performing
    loans cannot be written-off until all legal remedies for
    recovery have been exhausted.

During the period under review, total loan loss
allowance increased by 3.6% from
1,011.1 million
in 2002 to
1,047.5 million
in 2003, following the increase in our total loan portfolio.
Total loans increased by 11.2% from
20,631.3 million
as at December 31, 2002 to
22,933.0 million
as at December 31, 2003. At the same time, write-offs
decreased by 9.1% from
111.9 million
in 2002 to
101.7 million
in 2003 reflecting the improved quality of our loan portfolio.
The increase in total loan loss allowances reflects the
allowance attributable to Banca Romaneasca which was acquired
during the year and the decrease in net write offs. The decrease
in total loan loss allowances as a percentage of total loans,
down from 4.9% in 2002 to 4.6% in 2003, principally reflects the
increase in our total loan portfolio and the continued
improvement in its quality, resulting from our enhanced loan
approval process.

The Groups loan loss allowance consists of
five principal components. See Item 4.E, Selected
Statistical Data  Credit Quality 
Allowance for Loan Losses  Methodology.

|                           |  |                 |           |      |  |            |       |     |  |  |           |  |  |  |       | 
|-------------------------- |  | --------------- | --------- | ---- |  | ---------- | ----- | --- |  |  | --------- |  |  |  | ----- | 
|                           |  |                
|                           |  | At December 31,
|                           |  |                
|                           |  |                 |           |     
|                           |  | 2002            |           | 2003
|                           |  |                 |           |     
|                           |  | (EUR in         |           |      |  | (EUR in    |       |    
|                           |  | thousands)      |           | (%)  |  | thousands) |       | (%)
|                           |  |                 |           |      |  |            |       |    
|Specific allowances        |  |                 | 341,226   |      |  |            | 33.7  |     |  |  | 308,063   |  |  |  | 29.4  | 
|Coefficient analysis       |  |                 | 101,070   |      |  |            | 10.0  |     |  |  | 89,535    |  |  |  | 8.5   | 
|Homogeneous analysis       |  |                 | 281,640   |      |  |            | 27.9  |     |  |  | 363,867   |  |  |  | 34.7  | 
|Foreign loans              |  |                 | 239,785   |      |  |            | 23.7  |     |  |  | 212,948   |  |  |  | 20.4  | 
|Unallocated                |  |                 | 47,424    |      |  |            | 4.7   |     |  |  | 73,080    |  |  |  | 7.0   | 
|                           |  |                 |           |      |  |            |       |     |  |  |           |  |  |  |       | 
|Total loan loss allowances |  |                 | 1,011,145 |      |  |            | 100.0 |     |  |  | 1,047,493 |  |  |  | 100.0 | 
|                           |  |                 |           |      |  |            |       |     |  |  |           |  |  |  |       | 

The increase in allowances under the homogeneous
analysis during 2003 reflects the increase of non-performing
loans to customers, especially in residential mortgages and
credit cards.

Total loan loss allowance as a percentage of
non-performing loans was 74.6% as at December 31, 2002 and
76.7% as at December 31, 2003.

Net interest income after provision for loan
losses increased by 6.2% to
1,166.2 million
in 2003 from
1,098.3 million
in 2002.

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Non-interest Income.Non-interest income increased by 35.0%
to
1,303.5 million
for 2003, compared to
965.3 million
for 2002. The following table summarizes the principal
components of non-interest income during each of the two years
ended December 31, 2002 and 2003:

|                                                                 |  |                         |          |           |  |        |           |   |  |  |        |  
|---------------------------------------------------------------- |  | ----------------------- | -------- | --------- |  | ------ | --------- | - |  |  | ------ | -
|                                                                 |  |                         |          |          
|                                                                 |  | Year ended December 31, |          |          
|                                                                 |  |                         |          | 2002/2003
|                                                                 |  | 2002                    |          | 2003      |  | Change
|                                                                 |  |                         |          |           |  |       
|                                                                 |  |                         |          | (%)      
|                                                                 |  | (EUR in thousands)      |          |          
|Credit card fees                                                 |  |                         | 57,400   |           |  |        | 64,572    |   |  |  | +12.5  | %
|Service charges on deposit accounts                              |  |                         | 36,198   |           |  |        | 48,789    |   |  |  | +34.8  | %
|Other fees and commissions                                       |  |                         | 286,627  |           |  |        | 337,406   |   |  |  | +17.7  | %
|Net trading profits or (losses)                                  |  |                         | (227,443 | )         |  |        | 111,872   |   |  |  |       |  
|Net realized gains on sales of available-for-sale
    securities |  |                         | 7,085    |           |  |        | (96,057   | ) |  |  |       |  
|Equity in earnings or (losses) of investees                      |  |                         | 5,787    |           |  |        | 21,748    |   |  |  | +275.8 | %
|Other                                                            |  |                         | 799,618  |           |  |        | 815,140   |   |  |  | +1.9   | %
|                                                                 |  |                         |          |           |  |        |           |   |  |  |        |  
|Total non-interest income                                        |  |                         | 965,272  |           |  |        | 1,303,470 |   |  |  | +35.0  | %
|                                                                 |  |                         |          |           |  |        |           |   |  |  |        |  

Income from credit card fees increased by 12.5%
from
57.4 million
in 2002 to
64.6 million
in 2003 reflecting the increase of credit cards in circulation.
Service charges on deposit accounts increased by 34.8% from
36.2 million
in 2002 to
48.8 million
in 2003 due to the increased volume of the groups
deposits, an increase in rates charged as well as the
introduction of new charges. Other fees and commissions
increased by 17.7% due to an increase in retail banking,
investment banking and asset management commissions. In 2003, we
realized net trading gains of
111.9 million,
as against net trading losses of
227.4 million
in 2002 due to favorable market conditions. Net realized losses
on sales of available-for-sale securities amounted to
96.1 million
due to sales of securities that carried unrealized losses. In
2002, the unrealized losses on these securities were included in
Accumulated other comprehensive income. Our equity
in earnings of investees reflects primarily gains of Aget
Heracles. Other non-interest income increased by 1.9% from
799.6 million
in 2002 to
815.1 million
in 2003, primarily due to increased gains on the sale of real
estate.

Non-interest
Expense.Non-interest expense
increased by 6.8% to
2,223.4 million
for 2003, compared with
2,082.2 million
for 2002.

The following table summarizes the principal
components of non-interest expense during each of the two years
ended December 31, 2002 and 2003.

|                                                                               |  |                         |           |           |  |        |           |  |  |  |        |  
|------------------------------------------------------------------------------ |  | ----------------------- | --------- | --------- |  | ------ | --------- |  |  |  | ------ | -
|                                                                               |  |                         |           |          
|                                                                               |  | Year ended December 31, |           |          
|                                                                               |  |                         |           | 2002/2003
|                                                                               |  | 2002                    |           | 2003      |  | Change
|                                                                               |  |                         |           |           |  |       
|                                                                               |  |                         |           | (%)      
|                                                                               |  | (EUR in thousands)      |           |          
|Salaries and employee benefits                                                 |  |                         | 887,714   |           |  |        | 836,902   |  |  |  | -5.7   | %
|Occupancy and equipment expense                                                |  |                         | 66,910    |           |  |        | 76,762    |  |  |  | +14.7  | %
|Amortization and depreciation                                                  |  |                         | 122,278   |           |  |        | 106,343   |  |  |  | -13.0  | %
|Impairment of equity method investments                                        |  |                         |          |           |  |        | 77,378    |  |  |  |       |  
|Impairment of goodwill                                                         |  |                         |          |           |  |        | 134,235   |  |  |  |       |  
|Loss on permanent diminution in the value of
    available-for-sale securities |  |                         | 35,537    |           |  |        |          |  |  |  | -100.0 | %
|Other non-interest expense                                                     |  |                         | 969,743   |           |  |        | 991,745   |  |  |  | +2.3   | %
|                                                                               |  |                         |           |           |  |        |           |  |  |  |        |  
|Total non-interest expense                                                     |  |                         | 2,082,182 |           |  |        | 2,223,365 |  |  |  | +6.8   | %
|                                                                               |  |                         |           |           |  |        |           |  |  |  |        |  

Salaries and employee benefits decreased by 5.7%
from
887.7 million
for 2002 to
836.9 million
for 2003, reflecting our efforts to contain operating costs.
Employee benefit costs in 2002 and 2003 include actuarial
adjustments for pension and post retirement defined benefit
plans. In 2002 and 2003, these adjustments resulted in a charge
to the income statement of
44.4 million
and
50.5 million,
respectively, to reflect shortfalls in the Groups defined
benefit pension plans. Occupancy and equipment expense increased
by 14.7% from
66.9 million
in 2002 to
76.8 million
in 2003. Amortization and depreciation expense (which includes
depreciation and amortization of tangible and intangible assets)
decreased by 13.0% to
106.3 million
for 2003, compared with

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122.3 million
for 2002, primarily due to the absence of goodwill amortisation
following adoption of SFAS 142. Moreover, in 2003, we incurred
additional charges of
211.6 million
in 2003, reflecting a
77.4 million
impairment charge relating to our investment in AGET Heracles
and a
134.2 million
impairment of goodwill relating to former ETEBA and Stopanska.


The table below summarizes the principal
components of other non-interest expense during each of the two
years ended December 31, 2002 and 2003:

|                                                   |  |                    |         |           |  |        |         |  |  |  |       |  
|-------------------------------------------------- |  | ------------------ | ------- | --------- |  | ------ | ------- |  |  |  | ----- | -
|                                                   |  |                    |         |          
|                                                   |  | Year ended         |         |          
|                                                   |  | December 31,       |         |          
|                                                   |  |                    |         | 2002/2003
|                                                   |  | 2002               |         | 2003      |  | Change
|                                                   |  |                    |         |           |  |       
|                                                   |  |                    |         | (%)      
|                                                   |  | (EUR in thousands) |         |          
|Reinsurance premiums and insurance operating costs |  |                    | 586,616 |           |  |        | 557,964 |  |  |  | -4.9  | %
|Warehouse cost of services                         |  |                    | 3,421   |           |  |        | 2,131   |  |  |  | -37.7 | %
|Hotel running costs                                |  |                    | 20,883  |           |  |        | 19,728  |  |  |  | -5.5  | %
|Credit card costs                                  |  |                    | 46,278  |           |  |        | 52,783  |  |  |  | +14.1 | %
|Broker costs                                       |  |                    | 6,858   |           |  |        | 8,682   |  |  |  | +26.6 | %
|Deposit insurance premiums                         |  |                    | 10,613  |           |  |        | 13,481  |  |  |  | +27.0 | %
|Other                                              |  |                    | 295,074 |           |  |        | 336,976 |  |  |  | +14.2 | %
|                                                   |  |                    |         |           |  |        |         |  |  |  |       |  
|Other non-interest expense                         |  |                    | 969,743 |           |  |        | 991,745 |  |  |  | +2.3  | %
|                                                   |  |                    |         |           |  |        |         |  |  |  |       |  

Other non-interest expense increased by 2.3% from
969.7 million
in 2002 to
991.8 million
since, as a result of our expansion in the credit cards market,
our credit card costs increased by 14.1%.

Income Before Income Tax Expense and Minority
Interests.In 2003, the Group reported
profit before income tax expense and minority interests of
246.3 million
against a loss of
18.6 million
for 2002. This increase resulted primarily from increases in
non-interest income.

Income Tax Expense.Our income tax liability for
U.S. GAAP purposes is determined based upon income
reflected in the Groups U.S. GAAP Financial
Statements. In 2003, we recognized an income tax expense of
106.0 million
compared to a tax expense of
15.0 million
for 2002. The applicable Greek statutory rate of tax for the
Bank and non-listed companies in the Group is 35%, as it was for
2002. Furthermore, under U.S. GAAP, unlike Greek tax law,
deferred tax assets and liabilities are recognized for temporary
differences in the determination of income tax expense for the
given fiscal period.

Extraordinary items.In contrast to 2002, no extraordinary
income was recognized for the year ended December 31, 2003.

Net Income.For the
reasons discussed above, we had net income of
127.5 million
for 2003 compared to
126.9 million
for 2002.

Exchange Rate Exposure.The Group is an active participant in
the foreign exchange markets and also makes loans denominated in
foreign currencies. The Groups goal in managing exchange
rate exposure is to minimize the effect of exchange rate
movements on profitability. The Group adheres to central bank
guidelines and other guidelines applicable to the Group and
actively manages its foreign currency position. To the extent
that foreign currency-denominated assets are not matched with
liabilities denominated in the same currencies, the Group
engages in swaps and other hedging transactions in order to
reduce the effects of these imbalances. Management, therefore,
does not consider the Groups foreign exchange risk to be
significant with respect to the Groups overall financial
position. As at December 31, 2003, approximately 19.5% of
the Groups liabilities and 19.1% of the Groups
assets were denominated in currencies other than euro, before
taking into account hedging transactions.

101



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Results of Operations for the Year Ended
December 31, 2002 Compared with the Year Ended
December 31, 2001

Overview.During the
year ended December 31, 2002, the Group operated in an
environment of declining interest rates, which had the effect of
reducing both interest income and interest expense,
notwithstanding an increase in the size of the Groups loan
portfolio. In addition, the securities markets experienced a
general decline, adversely affecting the value of the
Groups securities portfolio and its profit from debt and
equity trading and investment banking.

In anticipation of the adoption of IFRS as its
primary reporting standards in lieu of Greek GAAP, the Bank
reexamined the classifications of its securities
portfolio. As a result, the Group transferred
90.6 million
of equity securities from the trading portfolio to the available
for sale portfolio effective January 1, 2002. The
unrealized losses of these securities at the time of transfer
was
78.6 million.

In addition, on July 11, 2002, Greek Law
3029/2002 was enacted which clarified certain rights and
obligation of employers and employees under Greek employee
benefit plans. As a result, the Group reexamined the terms of
its employee benefit plans. Based upon advice from its Greek
legal counsel, the Group believes that as of July 11, 2002
it is no longer under any obligation to cover possible future
plan deficits for certain plans which were previously accounted
for as defined benefit plans, as under the provisions of Greek
Law 3029/2002, the Hellenic Republic has undertaken the
obligation to fund the deficits of these plans. This change
resulted in a net gain (before income tax expense and minority
interests) of
174.6 million,
which has been accounted for as an extraordinary item. See
Note 37 to the U.S. GAAP Financial Statements included
in this Annual Report.

Net Interest Income.Our net interest income before
provision for loan losses increased 1.1% to
1,241.7 million
for 2002, compared with
1,228.2 million
for 2001, as the decrease in interest expense exceeded the
decrease in interest income. Our net interest margin decreased
to 2.60% in 2002 from 2.64% in 2001. The components of our net
interest income for 2001 and 2002 are reflected in the following
table:

|                                                         |                                                                            |                         |           |           |  |        |           |           |  |  |       |       |  
|-------------------------------------------------------- | -------------------------------------------------------------------------- | ----------------------- | --------- | --------- |  | ------ | --------- | --------- |  |  | ----- | ----- | -
|                                                         |                                                                            |                         |           |          
|                                                         |                                                                            | Year ended December 31, |           |          
|                                                         |                                                                            |                         |           | 2001/2002
|                                                         |                                                                            | 2001                    |           | 2002      |  | Change
|                                                         |                                                                            |                         |           |           |  |       
|                                                         |                                                                            |                         |           | (%)      
|                                                         |                                                                            | (EUR in thousands)      |           |          
|Interest Income:                                         |                                                                            |                         |           |           |  |        |           |           |  |  |       |      
|                                                         | Loans                                                                      |                         |           | 1,220,270 |  |        |           | 1,154,660 |  |  |       | (5.4  | )
|                                                         | Securities available for sale                                              |                         |           | 171,203   |  |        |           | 167,315   |  |  |       | (2.3  | )
|                                                         | Trading assets                                                             |                         |           | 689,027   |  |        |           | 756,576   |  |  |       | 9.8   |  
|                                                         | Federal funds sold and securities purchased under
    agreements to resell |                         |           | 27,843    |  |        |           | 70,668    |  |  |       | 153.8 |  
|                                                         | Interest-bearing deposits with banks                                       |                         |           | 475,857   |  |        |           | 240,158   |  |  |       | (49.5 | )
|                                                         | Other                                                                      |                         |           | 37,110    |  |        |           | 27,321    |  |  |       | (26.4 | )
|                                                         |                                                                            |                         |           |           |  |        |           |           |  |  |       |      
|Total interest income                                    |                                                                            |                         | 2,621,310 |           |  |        | 2,416,698 |           |  |  | (7.8  | )    
|                                                         |                                                                            |                         |           |           |  |        |           |           |  |  |       |      
|Interest Expense:                                        |                                                                            |                         |           |           |  |        |           |           |  |  |       |      
|                                                         | Deposits                                                                   |                         |           | 1,209,218 |  |        |           | 923,640   |  |  |       | (23.6 | )
|                                                         | Securities sold under agreements to repurchase                             |                         |           | 149,561   |  |        |           | 211,724   |  |  |       | 41.6  |  
|                                                         | Other borrowed funds                                                       |                         |           | 9,148     |  |        |           | 5,654     |  |  |       | (38.2 | )
|                                                         | Long-term debt                                                             |                         |           | 14,934    |  |        |           | 22,481    |  |  |       | 50.5  |  
|                                                         | Other                                                                      |                         |           | 10,252    |  |        |           | 11,524    |  |  |       | 12.4  |  
|                                                         |                                                                            |                         |           |           |  |        |           |           |  |  |       |      
|Total interest expense                                   |                                                                            |                         | 1,393,113 |           |  |        | 1,175,023 |           |  |  | (15.7 | )    
|                                                         |                                                                            |                         |           |           |  |        |           |           |  |  |       |      
|Net interest income before provision for loan
    losses |                                                                            |                         | 1,228,197 |           |  |        | 1,241,675 |           |  |  | 1.1   |      
|Provision for loan losses                                |                                                                            |                         | (170,786  | )         |  |        | (143,391  | )         |  |  | (16.0 | )    
|                                                         |                                                                            |                         |           |           |  |        |           |           |  |  |       |      
|Net interest income after provision for loan
    losses  |                                                                            |                         | 1,057,411 |           |  |        | 1,098,284 |           |  |  | 3.9   |      
|                                                         |                                                                            |                         |           |           |  |        |           |           |  |  |       |      

Total interest income for the Group decreased
7.8% to
2,416.7 million
for 2002 from
2,621.3 million
for 2001. Interest income from loans decreased 5.4% in 2002
compared with 2001, notwithstanding an increase in the size of
the loan portfolio, as a result of a decline in interest rates
during the period. Interest income from the securities portfolio
decreased as a result of lower interest rates in 2002. Interest
income from trading assets

102



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##### Table of Contents



increased due to higher average balances
(inclusive of interest rate swaps) during the year. Interest
income from interest-bearing deposits with banks (which includes
reserves with the Bank of Greece) decreased in 2002 compared to
2001 due to reduced interest rates and a reallocation of funds
to securities purchased under agreement to resell. Other
interest income for the Group, which includes income received on
amounts from money market investments, also decreased from
37.1 million
in 2001 to
27.3 million
in 2002.


Total interest expense for the Group decreased
15.7% to
1,175.0 million
for 2002 from
1,393.1 million
for 2001. Interest on deposits decreased 23.6% in 2002,
reflecting a decline in interest rates in 2002, as well as a
small decline in customer deposits. Interest expense on
securities sold under agreements to repurchase increased,
reflecting an increase in the size of the portfolio,
notwithstanding a reduction in the weighted average interest
rates during the year. Interest expense on long-term debt
increased due to the issuance of
750 million
subordinated notes in 2002.

Provision for Loan Losses.We recorded, for U.S. GAAP
purposes, provisions of
170.8 million
for 2001, which decreased 16.0% to
143.4 million
for 2002.

Activity in the loan loss allowances for the two
years ended December 31, 2001 and 2002 was as follows:

|                                 |                                                                                          |                    |           |          |          |   |           |          |          |  
|-------------------------------- | ---------------------------------------------------------------------------------------- | ------------------ | --------- | -------- | -------- | - | --------- | -------- | -------- | -
|                                 |                                                                                          | 2001               |           | 2002    
|                                 |                                                                                          |                    |           |         
|                                 |                                                                                          |                   
|                                 |                                                                                          | (EUR in thousands)
|Balance at beginning of the year |                                                                                          |                    | 973,211   |          |          |   | 1,014,927 |         
|                                 | Add: Allowance (upon acquisition) attributable to
    companies acquired during the year |                    |           |         |          |   |           | 2,474    |         
|                                 | Add: Provisions for probable loan losses                                                 |                    |           | 170,786  |          |   |           | 143,391  |         
|                                 |                                                                                          | Write-offs         |           |          | (133,797 | ) |           |          | (111,884 | )
|                                 |                                                                                          | Recoveries(1)      |           |          | 3,540    |   |           |          | 2,480    |  
|                                 |                                                                                          |                    |           |          |          |   |           |         
|                                 | Less: Net write-offs                                                                     |                    |           | (130,257 | )        |   |           | (109,404 | )       
|                                 | Exchange differences and other variations                                                |                    |           | 1,187    |          |   |           | (40,243  | )       
|                                 |                                                                                          |                    |           |          |          |   |           |         
|Balance at end of year           |                                                                                          |                    | 1,014,927 |          |          |   | 1,011,145 |         
|                                 |                                                                                          |                    |           |          |          |   |           |         






|    |                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Recoveries after write-offs of non-performing
    loans are minimal as, under Greek regulations, non-performing
    loans cannot be written-off until all legal remedies for
    recovery have been exhausted.

During the period under review, total loan loss
allowance decreased from
1,015.0 million
in 2001 to
1,011.1 million
in 2002, notwithstanding an increase in our total loan
portfolio. Total loans increased 1.4% from
20,346.6 million
at December 31, 2001 to
20,631.3 million
at December 31, 2002. At the same time, write-offs
decreased 16.4% from
133.8 million
in 2001 to
111.9 million
in 2002 reflecting the improved quality of the loan portfolio.
The decrease in total loan loss allowances also reflects the
effect of exchange rate differences and other variations
principally driven by the depreciation of the U.S. dollar
against euro. The decrease in total loan loss allowances as a
percentage of total loans, from 5.0% in 2001 to 4.9% in 2002,
principally reflects the continued improvement in the quality of
our loan portfolio, resulting from our enhanced loan approval
process and our write-offs during the period.

103



---



##### Table of Contents



The Groups loan loss allowance consists of
five principal components. See Item 4.E, Selected
Statistical Data  Credit Quality 
Allowance for Loan Losses  Methodology.

|                           |  |                 |           |      |  |            |       |     |  |  |           |  |  |  |       | 
|-------------------------- |  | --------------- | --------- | ---- |  | ---------- | ----- | --- |  |  | --------- |  |  |  | ----- | 
|                           |  |                
|                           |  | At December 31,
|                           |  |                
|                           |  |                 |           |     
|                           |  | 2001            |           | 2002
|                           |  |                 |           |     
|                           |  | (EUR in         |           |      |  | (EUR in    |       |    
|                           |  | thousands)      |           | (%)  |  | thousands) |       | (%)
|                           |  |                 |           |      |  |            |       |    
|Specific allowances        |  |                 | 291,434   |      |  |            | 28.7  |     |  |  | 341,226   |  |  |  | 33.7  | 
|Coefficient analysis       |  |                 | 145,059   |      |  |            | 14.3  |     |  |  | 101,070   |  |  |  | 10.0  | 
|Homogeneous analysis       |  |                 | 197,756   |      |  |            | 19.5  |     |  |  | 281,640   |  |  |  | 27.9  | 
|Foreign loans              |  |                 | 265,641   |      |  |            | 26.2  |     |  |  | 239,785   |  |  |  | 23.7  | 
|Unallocated                |  |                 | 115,037   |      |  |            | 11.3  |     |  |  | 47,424    |  |  |  | 4.7   | 
|                           |  |                 |           |      |  |            |       |     |  |  |           |  |  |  |       | 
|Total loan loss allowances |  |                 | 1,014,927 |      |  |            | 100.0 |     |  |  | 1,011,145 |  |  |  | 100.0 | 
|                           |  |                 |           |      |  |            |       |     |  |  |           |  |  |  |       | 

The increase in allowances under the homogeneous
analysis during 2002 reflects the increase of non-performing
loans to customers, especially in residential mortgages.

Total loan loss allowance as a percentage of
non-performing loans was 71.1% at December 31, 2001 and
74.6% at December 31, 2002.

Net interest income after provision for loan
losses increased 3.9% to
1,098.3 million
in 2002 from
1,057.4 million
in 2001, reflecting the decrease in provisions and the increase
in net interest income in 2002.

Non-interest Income.Non-interest income decreased 8.7% to
965.3 million
for 2002, compared to
1,057.0 million
for 2001. The following table summarizes the principal
components of non-interest income during each of the two years
ended December 31, 2001 and 2002:

|                                                                       |  |                    |           |           |  |        |          |   |  |  |       |  
|---------------------------------------------------------------------- |  | ------------------ | --------- | --------- |  | ------ | -------- | - |  |  | ----- | -
|                                                                       |  |                    |           |          
|                                                                       |  | Year ended         |           |          
|                                                                       |  | December 31,       |           |          
|                                                                       |  |                    |           | 2001/2002
|                                                                       |  | 2001               |           | 2002      |  | Change
|                                                                       |  |                    |           |           |  |       
|                                                                       |  |                    |           | (%)      
|                                                                       |  | (EUR in thousands) |           |          
|Profit on disposal and partial disposal of
    subsidiary undertakings |  |                    | 5,313     |           |  |        |         |   |  |  |      |  
|Profit on disposal of equity investments                               |  |                    |          |           |  |        | 2,280    |   |  |  |      |  
|Credit card fees                                                       |  |                    | 46,756    |           |  |        | 57,400   |   |  |  | 22.8  |  
|Service charges on deposit accounts                                    |  |                    | 24,423    |           |  |        | 36,198   |   |  |  | 48.2  |  
|Other fees and commissions                                             |  |                    | 305,884   |           |  |        | 286,627  |   |  |  | (6.3  | )
|Net trading profits or (losses)                                        |  |                    | (138,348  | )         |  |        | (227,443 | ) |  |  | 64.4  |  
|Net realized gains on sales of available-for-sale
    securities       |  |                    | 12,353    |           |  |        | 7,085    |   |  |  | (42.6 | )
|Equity in earnings or (losses) of investees                            |  |                    | (1,086    | )         |  |        | 5,787    |   |  |  | 632.9 |  
|Other                                                                  |  |                    | 801,679   |           |  |        | 797,338  |   |  |  | (0.5  | )
|                                                                       |  |                    |           |           |  |        |          |   |  |  |       |  
|Total non-interest income                                              |  |                    | 1,056,974 |           |  |        | 965,272  |   |  |  | (8.7  | )
|                                                                       |  |                    |           |           |  |        |          |   |  |  |       |  

Profits on disposal and partial disposal of
subsidiary undertakings were nil in 2002, compared to
5.3 million
in 2001. There was a
2.3 million
profit on disposal of equity investments in 2002 compared to nil
in 2001. Income from credit card fees increased 22.8% from
46.8 million
in 2001 to
57.4 million
in 2002 due to an increase in the number of cards in
circulation. Service charges on deposit accounts increased 48.2%
from
24.4 million
in 2001 to
36.2 million
in 2002 due to an increase in rates charged. Other fees and
commissions decreased 6.3% due primarily to a reduction in
investment banking and asset management commissions which was
partially offset by an increase in retail banking commissions.
Net trading losses in 2002 increased by 64.4% consisting of
realized gains of
270.7 million
and unrealized losses of
498.2 million.
Net realized gains on sales of available-for-sale securities
decreased by 42.6% due to market conditions. Our equity in
earnings of investees reflects primarily gains of Aget Heracles,
partially offset by losses of Larco Metallurgical. Other
non-interest income decreased by 0.5% from
801.7 million
in 2001 to
797.3 million
in 2002, primarily due to decreased

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gains on sales of real estate and increased
insurance operations income. Insurance operations income
increased 14.9% from
498.7 million
in 2001 to
573.0 million
in 2002.


Non-interest
Expense.on-interest expense increased
9.4% to
2,082.2 million
for 2002, compared with
1,902.6 million
for 2001.

The following table summarizes the principal
components of non-interest expense during each of the two years
ended December 31, 2001 and 2002.

|                                |  |                    |           |           |  |        |           |  |  |  |      |  
|------------------------------- |  | ------------------ | --------- | --------- |  | ------ | --------- |  |  |  | ---- | -
|                                |  |                    |           |          
|                                |  | Year ended         |           |          
|                                |  | December 31,       |           |          
|                                |  |                    |           | 2001/2002
|                                |  | 2001               |           | 2002      |  | Change
|                                |  |                    |           |           |  |       
|                                |  |                    |           | (%)      
|                                |  | (EUR in thousands) |           |          
|Salaries and employee benefits  |  |                    | 820,914   |           |  |        | 887,714   |  |  |  | 8.1  |  
|Occupancy and equipment expense |  |                    | 67,885    |           |  |        | 66,910    |  |  |  | (1.4 | )
|Amortization and depreciation   |  |                    | 130,477   |           |  |        | 122,278   |  |  |  | (6.3 | )
|Other non-interest expense      |  |                    | 883,355   |           |  |        | 1,005,280 |  |  |  | 13.8 |  
|                                |  |                    |           |           |  |        |           |  |  |  |      |  
|Total non-interest expense      |  |                    | 1,902,631 |           |  |        | 2,082,182 |  |  |  | 9.4  |  
|                                |  |                    |           |           |  |        |           |  |  |  |      |  

Salaries and employee benefits increased 8.1%
from
820.9 million
for 2001 to
887.7 million
for 2002. This increase was due to a general wage increase in
Greece and increases in employee benefit costs in 2002. Employee
benefit costs in 2001 and 2002 include actuarial adjustments for
pension and post retirement defined benefit plans. In 2001 and
2002, these adjustments resulted in a charge to the income
statement of
55.3 million
and
44.4 million,
respectively, to reflect shortfalls in the Groups defined
benefit pension plans. Occupancy and equipment expense decreased
1.4% from
67.9 million
in 2001 to
66.9 million
in 2002. Amortization and depreciation expense (which includes
depreciation and amortization of tangible and intangible assets)
decreased 6.3% to
122.3 million
for 2002, compared with
130.5 million
for 2001, primarily due to the absence of goodwill amortisation
following adoption of SFAS 142.

The table below summarizes the principal
components of other non-interest expense during each of the two
years ended December 31, 2001 and 2002:

|                                                                               |  |                    |         |           |  |        |           |  |  |  |      | 
|------------------------------------------------------------------------------ |  | ------------------ | ------- | --------- |  | ------ | --------- |  |  |  | ---- | 
|                                                                               |  |                    |         |          
|                                                                               |  | Year ended         |         |          
|                                                                               |  | December 31,       |         |          
|                                                                               |  |                    |         | 2001/2002
|                                                                               |  | 2001               |         | 2002      |  | Change
|                                                                               |  |                    |         |           |  |       
|                                                                               |  |                    |         | (%)      
|                                                                               |  | (EUR in thousands) |         |          
|Reinsurance premiums and insurance operating costs                             |  |                    | 541,488 |           |  |        | 586,616   |  |  |  | 8.3  | 
|Warehouse cost of services                                                     |  |                    | 2,134   |           |  |        | 3,421     |  |  |  | 60.3 | 
|Hotel running costs                                                            |  |                    | 19,838  |           |  |        | 20,883    |  |  |  | 5.3  | 
|Credit card costs                                                              |  |                    | 36,220  |           |  |        | 46,278    |  |  |  | 27.8 | 
|Broker costs                                                                   |  |                    | 5,586   |           |  |        | 6,858     |  |  |  | 22.8 | 
|Deposit insurance premiums                                                     |  |                    | 9,221   |           |  |        | 10,613    |  |  |  | 15.1 | 
|Loss on permanent diminution in the value of
    available-for-sale securities |  |                    |        |           |  |        | 35,537    |  |  |  |     | 
|Other                                                                          |  |                    | 268,868 |           |  |        | 295,074   |  |  |  | 9.8  | 
|                                                                               |  |                    |         |           |  |        |           |  |  |  |      | 
|                                                                               |  |                    | 883,355 |           |  |        | 1,005,280 |  |  |  | 13.8 | 
|                                                                               |  |                    |         |           |  |        |           |  |  |  |      | 

Other non-interest expense increased by 13.8%
from
883.4 million
in 2001 to
1,005.3 million
in 2002 primarily due to an increase in reinsurance premiums and
the loss on permanent diminution in value of available-for-sale
securities. During the year, the Group took an impairment charge
on its available-for-sale portfolio amounting to
35.5 million.
The charge relates to equity securities listed on the Athens
Stock Exchange. This amount represents managements best
estimate of the level of permanent diminution in the value of
these securities as a result of the unfavorable market
conditions in the Greek equities market.

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Income Before Income Tax Expense and Minority
Interests.Income before income tax
expense and minority interests decreased significantly from an
income of
211.8 million
for 2001 to a loss of
18.6 million
for 2002. This decrease resulted primarily from decreases in
non-interest income and increases in non-interest expenses,
notwithstanding the increase in net interest income.

Income Tax Expense.Our income tax liability for
U.S. GAAP purposes is determined based upon income
reflected in the Groups U.S. GAAP Financial
Statements. Income tax expense for 2002 was
15.0 million
compared to
115.1 million
for 2001, resulting primarily from decreased profits in 2002 and
an increase in deferred tax assets. The applicable Greek
statutory rate of tax for the Bank and non-listed companies in
the Group is 35%, reduced from 37.5% in 2001. The effective tax
rate applicable to the Group determined under U.S. GAAP in
2001 and 2002 was significantly higher than the applicable
average statutory income tax rate, primarily because of non-tax
deductible losses suffered by the Group in 2001 and 2002.
Furthermore, under U.S. GAAP, unlike Greek tax law,
deferred tax assets and liabilities are recognized for temporary
differences in the determination of income tax expense for the
given fiscal period.

Extraordinary item.Extraordinary income of
174.6 million
arose in respect of employee benefit plans in 2002 due to the
enactment of Greek Law 3029/2002. The income tax charge on this
income was
61.1 million
and minority interest was
17.4 million.
See Note 37 to the U.S. GAAP Financial Statements,
included in this Annual Report.

Net Income.For the
reasons discussed above, we had net income of
126.9 million
for 2002 compared to
205.0 million
for 2001.

Exchange Rate Exposure.The Group is an active participant in
the foreign exchange markets and also makes loans denominated in
foreign currencies. The Groups goal in managing exchange
rate exposure is to minimize the effect of exchange rate
movements on profitability. The Group adheres to central bank
guidelines and other guidelines applicable to the Group and
actively manages its foreign currency position. To the extent
that foreign currency-denominated assets are not matched with
liabilities denominated in the same currencies, the Group
engages in swaps and other hedging transactions in order to
reduce the effects of these imbalances. Management, therefore,
does not consider the Groups foreign exchange risk to be
significant with respect to the Groups overall financial
position. At December 31, 2002, 21.56% of the Groups
liabilities and 21.76% of the Groups assets were
denominated in currencies other than euro, before taking into
account hedging transactions.

Recently Issued Accounting
Pronouncements

In January 2003, the Financial Accounting
Standards Board (FASB) issued FASB Interpretation No. 46
Consolidation of Variable Interest Entities, an
interpretation of ARB No. 51 (FIN 46).
FIN 46 provides a new framework for identifying Variable
Interest Entities (VIEs) and determining when a company should
include the assets, liabilities, noncontrolling interests and
results of activities of a VIE in its consolidated financial
statements. FIN 46 was effective immediately for VIEs
created after January 31, 2003. As of October 9, 2003,
the FASB deferred compliance under FIN 46 from July 1,
2003 to the first period ending after December 15, 2003 for
VIEs created prior to February 1, 2003. In December 2003,
the FASB issued FASB Interpretation No. 46 (Revised
December 2003) Consolidation of Variable Interest
Entities, an interpretation of ARB No. 51
(FIN 46R). FIN 46R is an update of FIN 46 and
contains different implementation dates based on the types of
entities subject to the standard and based on whether a company
has adopted FIN 46. The Group does not expect that the
adoption of FIN 46R will have a material impact on the
Groups results of operations or financial condition.

On May 15, 2003, the FASB issued Statement
of Financial Accounting Standards (SFAS) No. 150,
Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity
(SFAS 150) and was effective May 31, 2003 for all new
and modified financial instruments and otherwise was effective
at the beginning of the first interim period beginning after
June 15, 2003. SFAS 150 changes the accounting for certain
financial instruments that, under previous guidance, issuers
could account for as equity. SFAS 150 requires that those
instruments be classified as liabilities (or assets in some
circumstances). The adoption of this rule did not have a
material impact on the Groups results of operations or
financial condition.

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On April 30, 2003, the FASB issued SFAS
No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities (SFAS 149) which is
effective for hedging relationships entered into or modified
after June 30, 2003. SFAS 149 amends and clarifies
financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other
contracts and for hedging activities under SFAS 133. The
adoption of this rule did not have a material impact on the
Groups results of operations or financial condition.

SFAS No. 148 Accounting for
Stock-Based Compensation  Transition and
Disclosure  an amendment of SFAS 123, Accounting
for Stock-Based Compensation, was adopted by the Group on
January 1, 2003. SFAS 148 provides alternative methods
of transition for a voluntary change to the fair value-based
method of accounting for stock-based employee compensation. SFAS
148 also amends the disclosure requirements of SFAS 123, to
require prominent disclosures in both the annual and interim
financial statements about the method of accounting for stock
based employee compensation and the effect of the method used on
reported results. The Group had no stock options and as such the
adoption of this rule had no impact on the Groups results
of operations or financial condition.

FASB Interpretation No. 45,
Guarantors Accounting and Disclosure Requirements
for Guarantees, (FIN 45) was issued in November
2002. FIN 45 requires that a liability be recognized at the
inception of certain guarantees for the fair value of the
obligation, including the ongoing obligation to stand ready to
perform over the term of the guarantee. Guarantees, as defined
in FIN 45, include contracts that contingently require the
Corporation to make payments to a guaranteed party based on
changes in an underlying that is related to an asset, liability
or equity security of the guaranteed party, performance
guarantees, indemnification agreements or indirect guarantees of
indebtedness of others. The accounting provisions of FIN 45
were effective for certain guarantees issued or modified after
December 31, 2002. The adoption of FIN 45 did not have
a material impact on the Groups results of operations or
financial condition.

B.  Liquidity and Capital
Resources

The Group is the principal market maker in Greek
government bonds and is active in euro-denominated interest rate
swaps and cross currency swaps generally on behalf of corporate
clients. The majority of the euro interest rate risk carried on
our swap portfolio is hedged by euro-denominated Greek
government bonds. We also enter into futures contracts on
long-term German government bonds in order to reduce our
outright fixed-interest rate exposure arising on our position in
fixed-rate Greek government bonds. The Group is active in
trading and carries a small inventory of securities of
international investment grade corporate debt securities. The
Group routinely enters into asset swaps of foreign currency
denominated debt issued by the Hellenic Republic for the purpose
of servicing institutional clients.

The Groups principal sources of liquidity
are its deposit base and, to a lesser extent, interbank
borrowings. The Group also derives liquidity from the results of
its operations and disposals of securities and other assets.

In recent years, the Group has generally been in
a position of excess liquidity due to its large domestic deposit
base. Deposits have funded the securities portfolio, loans to
customers and reserve balances held at the central bank.
Historically, the securities portfolio of the Group has
generally been larger than loans to customers although since
2000 gross loans to customers have had a higher value than the
securities portfolio. Although the Bank was required to deposit
a high proportion of foreign currency with the central bank
pursuant to reserve requirements, the Group was able to fund
foreign currency assets, including foreign currency loans to
domestic customers, through its foreign currency deposit base.

The Group participates in the interbank deposit
market (denominated in euro and all major currencies) and enters
into foreign exchange forward transactions with maturities up to
a year. The net open positions carried are small and largely
offset against the deposit base in the respective currency.

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The following table provides a summary of our
interbank borrowing activity for each of the three years ended
December 31, 2001, 2002 and 2003.

|                                  |  |                         |            |      |  |      |            |   |  |  |            |  
|--------------------------------- |  | ----------------------- | ---------- | ---- |  | ---- | ---------- | - |  |  | ---------- | -
|                                  |  |                        
|                                  |  | Year ended December 31,
|                                  |  |                        
|                                  |  | 2001                    |            | 2002 |  | 2003
|                                  |  |                         |            |      |  |     
|                                  |  |                        
|                                  |  | (EUR in thousands)     
|Interbank lending                 |  |                         | 7,550,806  |      |  |      | 5,486,932  |   |  |  | 5,068,936  |  
|Interbank borrowing               |  |                         | (3,093,723 | )    |  |      | (2,954,633 | ) |  |  | (5,347,314 | )
|                                  |  |                         |            |      |  |      |            |   |  |  |            |  
|Net interbank lending/(borrowing) |  |                         | 4,457,083  |      |  |      | 2,532,299  |   |  |  | (278,378   | )
|                                  |  |                         |            |      |  |      |            |   |  |  |            |  

Operating cash flow also provides us with an
important source of liquidity. The following table provides a
summary of our cash flows for each of the three years ended
December 31, 2001, 2002 and 2003.

|                                                                |  |                         |            |      |  |      |            |   |  |  |            |  
|--------------------------------------------------------------- |  | ----------------------- | ---------- | ---- |  | ---- | ---------- | - |  |  | ---------- | -
|                                                                |  |                        
|                                                                |  | Year ended December 31,
|                                                                |  |                        
|                                                                |  | 2001                    |            | 2002 |  | 2003
|                                                                |  |                         |            |      |  |     
|                                                                |  |                        
|                                                                |  | (EUR in thousands)     
|Cash flows from operating activities                            |  |                         | 2,277,364  |      |  |      | (422,847   | ) |  |  | 2,684,723  |  
|Cash flows from investing activities                            |  |                         | (6,115,914 | )    |  |      | (1,337,139 | ) |  |  | (2,285,249 | )
|Cash flows from financing activities                            |  |                         | 3,865,051  |      |  |      | 1,230,625  |   |  |  | (362,104   | )
|Effect of exchange rate change on cash and cash
    equivalents |  |                         | 28,569     |      |  |      | (2,433     | ) |  |  | (11,962    | )
|                                                                |  |                         |            |      |  |      |            |   |  |  |            |  
|Net (decrease)/increase in cash and cash
    equivalents        |  |                         | 55,070     |      |  |      | (531,794   | ) |  |  | 25,408     |  
|                                                                |  |                         |            |      |  |      |            |   |  |  |            |  

During 2001, our loan portfolio increased
significantly, by
2,958.6 million.
This lending activity was funded by increased deposit-taking
activity of
2,578.6 million,
as well as an increase in securities sold under agreements to
repurchase of
1,561.1 million.
A decline in deposits with the central bank of
3,584.3 million
due to reduced reserve requirements in Greece resulted in a rise
in interbank lending of
2,004.4 million
and an increase in trading assets of
1,739.9 million.

During 2002, our loan portfolio increased by
284.8 million
and investments in securities increased by
349.4 million.
In addition, federal funds sold and securities purchased under
agreements to resell increased by
2,623.6 million.
This lending activity and the increase in investments were
funded partially by excess liquidity from interbank placements
and by increased funding through federal funds purchased and
securities sold under agreements to repurchase of
1,891.4 million
and long term debt of
548.6 million
notwithstanding a decrease in deposits of
1,029.4 million.

During 2003, our loan portfolio increased by
2,301.7 million
and investments in securities increased by
1,670.7 million.
In addition, federal funds sold and securities purchased under
agreements to resell decreased by
1,286.7 million.
This lending activity and the increase in investments were
funded partially by excess liquidity due to an increase in
deposits of
1,754.1 million
and an increase in long term debt of
357.5 million.

Our capital expenditure requirements, excluding
interests in other companies, have been principally for
upgrading our information technology and other electronic
systems and for general plant and equipment. Capital expenditure
for the Bank, excluding such interests in other companies,
amounted to
114.4 million
in 2003. See Item 4.A, History and Development of
the Company. We fund our capital expenditure
requirements principally through operating cash flow.

Our capital expenditures also include interests
acquired in other companies, amounting to an additional
61,380 thousand
for the year ended December 31, 2003. This amount
principally reflects the acquisition of our participation in
Banca Romaneasca. See Item 4.B, Business
Overview  Strategy  Pursue Internal and
External Growth Opportunities.

At December 31, 2003, total assets were
55,327.9 million,
a 0.2% increase over the Groups total assets of
55,246.2 million
at December 31, 2002, which in turn was a 0.6% increase
over the
54,940.7 million
total assets at December 31, 2001. Deposits with the
central bank were
530.4 million
in 2003,
203.0 million
in 2002, and
851.8 million
in 2001. Federal funds sold and securities purchased under
agreements to resell were
3,458.3 million
in 2003,
4,744.9 million
in 2002, and
2,121.4 million
in 2001. Interest-bearing deposits with other banks were
5,068.9 million
in 2003,
5,486.9 million
in 2002 and
7,550.8 million
in 2001. The Groups

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securities portfolio was
19,303.5 million
at December 31, 2003,
19,122.1 million
at December 31, 2002, and
18,866.6 million
at December 31, 2001.


The Groups loan portfolio grew from
20,346.6 million
at December 31, 2001, to
20,631.3 million
at December 31, 2002 and to
22,933.0 million
at December 31, 2003. At December 31, 2003, the
Groups net loan portfolio accounted for 39.6% of total
assets. Allowance for loan losses increased from
1,014.9 million
in 2001 and
1,011.1 million
in 2002 to
1,047.5 million
in 2003. The 2001 increase was in line with the growth of our
loan portfolio. The 2002 decrease was mainly due to translation
differences and to the reduced provisions following the
improvement in the loan portfolio. The 2003 increase stemmed
from the growth of our loan portfolio. See Item 4.E,
Selected Statistical Data 
Assets  Loan Portfolio.

Deposits decreased from
41,318.3 million
at December 31, 2001 to
40,288.8 million
at December 31, 2002 and then increased to
42,042.9 million
at December 31, 2003. Of these, interbank deposits
increased from
3,250.6 million
at year-end 2001 to
3,270.9 million
at year-end 2002 and further increased to
5,449.9 million
at year-end 2003.

Although, subject to certain exceptions, Greek
law does not allow an entity to own its own shares, subsidiaries
in Greece are allowed to own and trade in the market shares of
their parent company. Treasury stock in the Group financial
statements represents shares of the Bank owned by the Bank or
its subsidiaries. Treasury stock has decreased to
348.8 million
at December 31, 2003 from
421.0 million
at December 31, 2002 and from
425.4 million
at December 31, 2001.

Greek law substantively prohibits subsidiaries
from transferring funds to their parent company through loans or
advances by deeming such transfers null and void. Subsidiaries
are also constrained under Greek law in their ability to
transfer funds to a parent company in the form of dividends by
certain laws, which regulate dividend policy. For example, under
Greek law, no distribution of dividends can be effected if, on
the closing date of the relevant financial year, the total
shareholders equity is, or would be as a result of such a
distribution, lower than the sum of the companys share
capital and reserve amounts. See Item 8.A(8),
Financial Information  Consolidated
Statements and Other Financial Information. We do not
believe that any of these legal provisions have had, or will
have, a material impact on the Banks ability to meet its
cash obligations. We believe that our working capital is
sufficient for our present requirements.

Asset/ Liability, Internal Audit and Risk
Management

The Groups asset/ liability and risk
management policy is designed to structure its balance sheet in
order to control exposure to liquidity, interest rate and
exchange rate risks, as well as to enable the Group to take
advantage of market opportunities which it believes may
contribute to its profits.

Currently, the asset/ liability management
policies of the Bank and the other subsidiaries in the Group are
planned and implemented separately. The Banks Asset and
Liability Committee, referred to in this Annual Report as
ALCO, is responsible for determining the broad
asset/ liability management of the Bank and for supervising its
implementation. This committee is currently comprised of the
Governor and Deputy Governors of the Bank and the directors of
the Bank in charge of the asset allocation functions and meets
every month. Day-to-day asset/liability management is delegated
to the Banks Treasury Department, which is divided into
several operating units. The subsidiaries of the Group follow
asset and liability management policies similar to those of the
Bank.

The Banks Internal Audit Division (also
referred to in this Annual Report as the IAD) is
responsible for performing audits of the Banks branches
and administrative divisions, as well as to the Groups
companies. These audits are designed to assess the adequacy,
effectiveness and efficiency of the system of internal controls,
in order to provide assurance to the Board of Directors and
consultancy services to the Group. The IAD is supervised by the
Banks Audit Committee. The IAD director reports to the
Audit Committee at least quarterly with respect to the results
of the IADs audits, and the remedial actions taken by
management on the basis of the IADs recommendations. This
information is presented to the Board of Directors by the Audit
Committee in meetings at which the IAD directors presence
is required. The IAD director also submits reports to the
Banks Governor, in order to ensure that immediate remedial
action is taken.

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The IAD, as at December 31, 2003, employed
132 employees, of which 14 were managerial staff, 105 internal
auditors and 13 administrative personnel. Each year, the audit
activity of the IAD is carried out according to an annual audit
plan, which is drawn up by the IAD, and is submitted to the
Audit Committee for approval. The annual audit plan is based on
a risk assessment methodology that has been developed by the
IAD. Experience, thus far, has demonstrated that each domestic
or foreign branch and financial subsidiary should be audited at
least once every three years, whereas most of the Banks
administrative divisions and non financial companies of the
Group would be audited in various time frames dictated by the
results of their assessment. However, the Banks
Information Technology Division, the Treasury Division together
with its supporting units, and the divisions that are related to
the Credit activity of the Bank, are audited on a continuous
basis by specialised auditors.

Risk management policies for the Group are
established by the Groups Risk Management Council (the
RMC), which is composed of senior management of the
Group (the Governor and Deputy Governors of the Bank). The RMC
is responsible for all strategic risk management decisions
including determining risk policies, capital allocation and risk
parameters as well as overseeing the Group Risk Management
Division (the RMD).

The RMD is charged with protecting the Group
against unforeseen losses and maintaining earnings stability
through independent identification and assessment of risks,
developing an organizational structure for the Group under best
banking practices for risk management, developing transparent,
objective and consistent risk management information as the
basis for sound decision making and maximizing the Banks
earnings potential by measuring performance on a risk-adjusted
basis and allocating capital accordingly. In addition, the RMD
is responsible for providing the RMC with accurate data and
analysis required for measuring, monitoring and managing risks
facing the NBG Group and for supporting the implementation of
risk management decisions. The Group Treasury Department takes
risk positions (i.e., foreign exchange, interest rates,
securities) under limits and guidelines established by the RMC.

The positions that can be taken by each operating
unit are limited by specific guidelines established by the RMC
relating to interest rate, exchange rate and liquidity exposure.
The determination of these guidelines also reflects a
consideration of the Groups exposure to contingent
liabilities.

The Group is also required to comply with a
number of asset/ liability ratios established by the Greek
regulatory and supervisory bodies. See Item 4.B,
Business Overview  Regulation and
Supervision of Banking in Greece  Guidelines for
Risk-based Capital Requirements.

Liquidity Exposure.Liquidity risk management seeks to
ensure that, even under adverse conditions, the Group has access
to the funds necessary to cover customer needs, maturing
liabilities and the capital requirements of the Groups
operations. Liquidity risk arises in the general funding of the
Groups financing, trading and investment activities and in
the management of positions. This risk involves both the risk of
unexpected increases in the cost of funding the portfolio of
assets at appropriate maturities and rates, and the risk of
being unable to liquidate a position in a timely manner on
reasonable terms.

The RMC monitors differences in maturities
between assets and liabilities by analyzing funding requirements
based on various assumptions, including conditions that might
have an adverse impact on the ability of the Group to liquidate
investment and trading positions and its ability to access the
capital markets.

The maturities of the Groups assets and
liabilities traditionally have been heavily weighted toward
short-term maturities. As at December 31, 2003,
approximately 67.2% of the Groups deposits were demand
deposits with no specified maturity. Approximately 83.2% of the
Groups deposits had maturities of less than three months
at December 31, 2003. At December 31, 2003, 44.0% of
the Groups loans with customers had a maturity of less
than one year. Loans to customers with maturities in excess of
60 months represented 34.3% of the Groups total loan
portfolio at December 31, 2003. Over 94.1% of the
Groups interest bearing deposits with banks had maturities
of less than three months at December 31, 2003. As a result
medium-term and long-term liabilities of the Group were
insignificant. In the course of its euro-denominated lending
activities, the Group permits mismatched positions resulting
from liabilities having shorter average maturities than assets
as it considers demand and savings deposits to be relatively
stable given past experience.

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Typically, the Groups non-euro-denominated
assets and liabilities are managed and matched individually.
Usually, a non-euro loan or other asset will give rise to a
matching funding operation that takes into account respective
maturities as well as currencies and interest rate and repricing
terms.

Interest Rate Exposure.Exposure to interest rate risk arises
when the Group has a mismatch of assets and liabilities on which
interest rates change from time to time. The Group closely
monitors its overall exposure to interest rate risk and the
impact that individual transactions may have on such exposure.
The Groups aim in managing interest rate exposure is to
limit the potentially adverse consequences of interest rate
movements on profitability, while seeking to take advantage of
opportunities presented by prevailing or expected trends in
market interest rates.

At December 31, 2003, 29.9% of the interest
bearing securities of the Group, including securities purchased
under agreements to resell, and 83.8% of customer loans, were at
floating rates of interest or reset within 12 months. These
assets are funded by liabilities having an average maturity of
less than one year. See Item 11, Quantitative and
Qualitative Disclosures about Market Risk  Interest
Rate Risk.

Assets and Liabilities by Currency
Denominations.The following table
sets forth the assets and liabilities and shareholders
equity by those denominated in
 and those
denominated in other currencies for the Group under
U.S. GAAP at December 31, 2001, 2002 and 2003.

|                                                                           |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |       |            |   |  |  |            |   |  |  |            |   |  |  |            |   |  |  |            |  
|-------------------------------------------------------------------------- |  | ----------------------- | ---------- | -------- |  | ----- | ---------- | --- |  | -------- | ---------- | ----- |  | --- | ---------- | -------- |  | ----- | ---------- | - |  |  | ---------- | - |  |  | ---------- | - |  |  | ---------- | - |  |  | ---------- | -
|                                                                           |  |                        
|                                                                           |  | Year ended December 31,
|                                                                           |  |                        
|                                                                           |  |                         |            |          |  |      
|                                                                           |  | 2001                    |            | 2002     |  | 2003 
|                                                                           |  |                         |            |          |  |      
|                                                                           |  |                         |            | Other    |  |       |            |     |  | Other    |            |       |  |     |            | Other    |  |      
|                                                                           |  | EUR                     |            | Currency |  | Total |            | EUR |  | Currency |            | Total |  | EUR |            | Currency |  | Total
|                                                                           |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |      
|                                                                           |  |                        
|                                                                           |  | (EUR in thousands)     
|Assets:                                                                    |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |       |            |   |  |  |            |   |  |  |            |   |  |  |            |   |  |  |            |  
|Cash and due from banks                                                    |  |                         | 757,920    |          |  |       | 538,386    |     |  |          | 1,296,306  |       |  |     | 504,513    |          |  |       | 259,999    |   |  |  | 764,512    |   |  |  | 484,037    |   |  |  | 305,883    |   |  |  | 789,920    |  
|Deposits with central Bank                                                 |  |                         | 777,037    |          |  |       | 74,782     |     |  |          | 851,819    |       |  |     | 133,952    |          |  |       | 69,084     |   |  |  | 203,036    |   |  |  | 422,203    |   |  |  | 108,221    |   |  |  | 530,424    |  
|Federal funds sold and securities purchased under
    agreements to resell |  |                         | 2,116,980  |          |  |       | 4,408      |     |  |          | 2,121,388  |       |  |     | 4,730,759  |          |  |       | 14,184     |   |  |  | 4,744,943  |   |  |  | 3,456,892  |   |  |  | 1,378      |   |  |  | 3,458,270  |  
|Interest bearing deposits with Banks                                       |  |                         | 5,509,087  |          |  |       | 2,041,720  |     |  |          | 7,550,807  |       |  |     | 2,864,414  |          |  |       | 2,622,518  |   |  |  | 5,486,932  |   |  |  | 2,945,744  |   |  |  | 2,123,192  |   |  |  | 5,068,936  |  
|Money market investments                                                   |  |                         | 111,092    |          |  |       | 68,892     |     |  |          | 179,984    |       |  |     | 34,237     |          |  |       | 91,211     |   |  |  | 125,448    |   |  |  | 41,790     |   |  |  | 51,165     |   |  |  | 92,955     |  
|Trading assets and derivative Instruments                                  |  |                         | 13,971,575 |          |  |       | 1,567,428  |     |  |          | 15,539,003 |       |  |     | 13,397,369 |          |  |       | 1,956,354  |   |  |  | 15,353,723 |   |  |  | 12,927,770 |   |  |  | 1,018,867  |   |  |  | 13,946,637 |  
|Available-for-sale, at fair value                                          |  |                         | 1,699,238  |          |  |       | 1,795,278  |     |  |          | 3,494,516  |       |  |     | 1,895,337  |          |  |       | 1,948,625  |   |  |  | 3,843,962  |   |  |  | 3,814,525  |   |  |  | 1,700,090  |   |  |  | 5,514,615  |  
|Held-to-maturity, at amortized cost                                        |  |                         |           |          |  |       |           |     |  |          |           |       |  |     |           |          |  |       |           |   |  |  |           |   |  |  |           |   |  |  |           |   |  |  |           |  
|Equity method investments                                                  |  |                         | 267,950    |          |  |       |           |     |  |          | 267,950    |       |  |     | 269,140    |          |  |       |           |   |  |  | 269,140    |   |  |  | 200,690    |   |  |  |           |   |  |  | 200,690    |  
|Loans                                                                      |  |                         | 15,209,051 |          |  |       | 5,137,514  |     |  |          | 20,346,565 |       |  |     | 16,003,173 |          |  |       | 4,628,152  |   |  |  | 20,631,325 |   |  |  | 18,146,787 |   |  |  | 4,786,253  |   |  |  | 22,933,040 |  
|Less: Allowance for loan losses                                            |  |                         | (739,194   | )        |  |       | (275,733   | )   |  |          | (1,014,927 | )     |  |     | (789,120   | )        |  |       | (222,025   | ) |  |  | (1,011,145 | ) |  |  | (838,008   | ) |  |  | (209,485   | ) |  |  | (1,047,493 | )
|Net loans                                                                  |  |                         | 14,469,857 |          |  |       | 4,861,781  |     |  |          | 19,331,638 |       |  |     | 15,214,053 |          |  |       | 4,406,127  |   |  |  | 19,620,180 |   |  |  | 17,308,779 |   |  |  | 4,576,768  |   |  |  | 21,885,547 |  
|Intangible assets                                                          |  |                         | 278,262    |          |  |       | 116,909    |     |  |          | 395,171    |       |  |     | 312,479    |          |  |       | 162,813    |   |  |  | 475,292    |   |  |  | 296,013    |   |  |  | 59,001     |   |  |  | 355,014    |  
|Premises and equipment net                                                 |  |                         | 467,795    |          |  |       | 139,900    |     |  |          | 607,695    |       |  |     | 496,523    |          |  |       | 129,540    |   |  |  | 626,063    |   |  |  | 523,884    |   |  |  | 144,192    |   |  |  | 668,076    |  
|Customers liability on acceptances                                        |  |                         |           |          |  |       | 1,078      |     |  |          | 1,078      |       |  |     | 15         |          |  |       | 1,557      |   |  |  | 1,572      |   |  |  | 24         |   |  |  | 271        |   |  |  | 295        |  
|Accrued interest receivable                                                |  |                         | 735,390    |          |  |       | 92,833     |     |  |          | 828,223    |       |  |     | 741,944    |          |  |       | 63,228     |   |  |  | 805,172    |   |  |  | 584,458    |   |  |  | 65,354     |   |  |  | 649,812    |  
|Other assets                                                               |  |                         | 1,900,439  |          |  |       | 574,648    |     |  |          | 2,475,087  |       |  |     | 2,630,840  |          |  |       | 295,402    |   |  |  | 2,926,242  |   |  |  | 1,776,106  |   |  |  | 390,602    |   |  |  | 2,166,708  |  
|                                                                           |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |       |            |   |  |  |            |   |  |  |            |   |  |  |            |   |  |  |            |  
|Total assets                                                               |  |                         | 43,062,622 |          |  |       | 11,878,043 |     |  |          | 54,940,665 |       |  |     | 43,225,575 |          |  |       | 12,020,642 |   |  |  | 55,246,217 |   |  |  | 44,782,915 |   |  |  | 10,544,984 |   |  |  | 55,327,899 |  
|                                                                           |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |       |            |   |  |  |            |   |  |  |            |   |  |  |            |   |  |  |            |  

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|                                                             |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |       |            |  |  |  |            |  |  |  |            |  |  |  |            |  |  |  |            | 
|------------------------------------------------------------ |  | ----------------------- | ---------- | -------- |  | ----- | ---------- | --- |  | -------- | ---------- | ----- |  | --- | ---------- | -------- |  | ----- | ---------- |  |  |  | ---------- |  |  |  | ---------- |  |  |  | ---------- |  |  |  | ---------- | 
|                                                             |  |                        
|                                                             |  | Year ended December 31,
|                                                             |  |                        
|                                                             |  |                         |            |          |  |      
|                                                             |  | 2001                    |            | 2002     |  | 2003 
|                                                             |  |                         |            |          |  |      
|                                                             |  |                         |            | Other    |  |       |            |     |  | Other    |            |       |  |     |            | Other    |  |      
|                                                             |  | EUR                     |            | Currency |  | Total |            | EUR |  | Currency |            | Total |  | EUR |            | Currency |  | Total
|                                                             |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |      
|                                                             |  |                        
|                                                             |  | (EUR in thousands)     
|Liabilities and Shareholders
    Equity:                    |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |       |            |  |  |  |            |  |  |  |            |  |  |  |            |  |  |  |            | 
|Total deposits                                               |  |                         | 30,205,302 |          |  |       | 11,112,963 |     |  |          | 41,318,265 |       |  |     | 30,201,609 |          |  |       | 10,087,224 |  |  |  | 40,288,833 |  |  |  | 32,725,914 |  |  |  | 9,317,031  |  |  |  | 42,042,945 | 
|Central bank borrowings                                      |  |                         | 66,843     |          |  |       | 3,683      |     |  |          | 70,526     |       |  |     | 6,804      |          |  |       |           |  |  |  | 6,804      |  |  |  | 6,804      |  |  |  |           |  |  |  | 6,804      | 
|Securities sold under agreements to repurchase               |  |                         | 5,978,173  |          |  |       | 409,309    |     |  |          | 6,387,482  |       |  |     | 7,507,490  |          |  |       | 771,402    |  |  |  | 8,278,892  |  |  |  | 5,395,797  |  |  |  | 683,100    |  |  |  | 6,078,897  | 
|Other borrowed funds                                         |  |                         | 56,851     |          |  |       | 57,441     |     |  |          | 114,292    |       |  |     | 28,955     |          |  |       | 207,503    |  |  |  | 236,458    |  |  |  | 17,344     |  |  |  | 173,441    |  |  |  | 190,785    | 
|Acceptances outstanding                                      |  |                         |           |          |  |       | 1,078      |     |  |          | 1,078      |       |  |     | 15         |          |  |       | 1,557      |  |  |  | 1,572      |  |  |  | 24         |  |  |  | 271        |  |  |  | 295        | 
|Accounts payable, accrued expenses and other
    liabilities |  |                         | 3,419,162  |          |  |       | 612,716    |     |  |          | 4,031,878  |       |  |     | 2,321,390  |          |  |       | 680,346    |  |  |  | 3,001,736  |  |  |  | 2,508,846  |  |  |  | 451,566    |  |  |  | 2,960,412  | 
|Long-term debt                                               |  |                         | 41,668     |          |  |       | 223,659    |     |  |          | 265,327    |       |  |     | 806,696    |          |  |       | 7,251      |  |  |  | 813,947    |  |  |  | 1,158,912  |  |  |  | 12,555     |  |  |  | 1,171,467  | 
|Insurance reserves                                           |  |                         | 1,100,036  |          |  |       |           |     |  |          | 1,100,036  |       |  |     | 1,152,375  |          |  |       |           |  |  |  | 1,152,375  |  |  |  | 1,240,426  |  |  |  |           |  |  |  | 1,240,426  | 
|                                                             |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |       |            |  |  |  |            |  |  |  |            |  |  |  |            |  |  |  |            | 
|Total liabilities                                            |  |                         | 40,868,035 |          |  |       | 12,420,849 |     |  |          | 53,288,884 |       |  |     | 42,025,334 |          |  |       | 11,755,283 |  |  |  | 53,780,617 |  |  |  | 43,054,067 |  |  |  | 10,637,964 |  |  |  | 53,692,031 | 
|Minority interests                                           |  |                         | 267,684    |          |  |       | 26,266     |     |  |          | 293,950    |       |  |     | 198,831    |          |  |       | 29,606     |  |  |  | 228,437    |  |  |  | 211,768    |  |  |  | 33,645     |  |  |  | 245,413    | 
|Total shareholders equity                                   |  |                         | 1,066,509  |          |  |       | 291,322    |     |  |          | 1,357,831  |       |  |     | 1,109,021  |          |  |       | 128,142    |  |  |  | 1,237,163  |  |  |  | 1,255,708  |  |  |  | 134,747    |  |  |  | 1,390,455  | 
|                                                             |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |       |            |  |  |  |            |  |  |  |            |  |  |  |            |  |  |  |            | 
|Total liabilities and shareholders equity                   |  |                         | 42,202,228 |          |  |       | 12,738,437 |     |  |          | 54,940,665 |       |  |     | 43,333,186 |          |  |       | 11,913,031 |  |  |  | 55,246,217 |  |  |  | 44,521,543 |  |  |  | 10,806,356 |  |  |  | 55,327,899 | 
|                                                             |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |       |            |  |  |  |            |  |  |  |            |  |  |  |            |  |  |  |            | 

Capital Adequacy

The capital adequacy ratios applicable to Greek
banks conform to EU requirements, in particular the Own Funds
Directive, the Solvency Ratio Directive and the Capital Adequacy
Directive. See Item 4.B. It is the aim of the Bank to
maintain a capital ratio in excess of the 8% ratio required by
the Greek supervisory authority. At December 31, 2003 the
Bank and the Group had
2,471.9 million
and
2,729.3 million,
respectively, of Tier I capital and
3,553.8 million
and
3,473.5 million,
of total capital, respectively.

The following table shows the EU capital adequacy
ratios for the Bank and the Group at December 31, 1999,
2000, 2001, 2002 and 2003.

|      |  |                         |      |       |  |        |      |       |  |        |      |       |  |        |      |       |  |        |     |       |  |  |      |   |  |  |     |   |  |  |      |   |  |  |      |   |  |  |      |  
|----- |  | ----------------------- | ---- | ----- |  | ------ | ---- | ----- |  | ------ | ---- | ----- |  | ------ | ---- | ----- |  | ------ | --- | ----- |  |  | ---- | - |  |  | --- | - |  |  | ---- | - |  |  | ---- | - |  |  | ---- | -
|      |  |                        
|      |  | Year ended December 31,
|      |  |                        
|      |  |                         |      |       |  |        |      |       |  |       
|      |  | 1999                    |      | 2000  |  | 2001   |      | 2002  |  | 2003  
|      |  |                         |      |       |  |        |      |       |  |       
|      |  | Tier I                  |      | Total |  | Tier I |      | Total |  | Tier I |      | Total |  | Tier I |      | Total |  | Tier I |     | Total
|      |  |                         |      |       |  |        |      |       |  |        |      |       |  |        |      |       |  |        |     |      
|Bank  |  |                         | 13.8 | %     |  |        | 15.1 | %     |  |        | 11.2 | %     |  |        | 12.6 | %     |  |        | 9.9 | %     |  |  | 11.3 | % |  |  | 9.5 | % |  |  | 12.6 | % |  |  | 10.7 | % |  |  | 15.5 | %
|Group |  |                         | 13.4 | %     |  |        | 14.5 | %     |  |        | 11.0 | %     |  |        | 12.2 | %     |  |        | 9.0 | %     |  |  | 10.2 | % |  |  | 7.4 | % |  |  | 10.4 | % |  |  | 10.1 | % |  |  | 12.9 | %

C.  Research and Development,
Patents and Licenses

We have not engaged in any significant research
and development activities during any of the last three
financial years.

D.  Trend Information

Adoption of International Financial Reporting
Standards

Pursuant to Law 2992/2002, the Bank will be
required to prepare its statutory accounts in accordance with
International Financial Reporting Standards (IFRS)
rather then Greek GAAP. This requirement will take effect from
January 1, 2005, according to Law 3229/2004. This will
allow the financial results of the Bank to be more directly
comparable with the results of other European financial
institutions. In preparation of our adoption of IFRS we have
reclassified our securities portfolio as well as certain of our
employee benefits. See Item 3.D, Key
Information  Risk Factors.

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The Basle Committee on Banking
Supervisions Risk-based Capital Guidelines

The banking regulatory authorities of the major
industrialized countries have worked together in recent years to
develop international capital adequacy guidelines. In 1988, the
Basle Committee on Banking Supervision adopted capital
guidelines based on the relationship between a banks
capital and its credit risks, which have been implemented by the
Hellenic Republic. In 1996, the Basle Committee amended these
guidelines in order to address market risks, such as foreign
exchange and interest rate risks. In April 2003, the Basle
Committee published its third consultative paper on the new
capital adequacy standards in order to overhaul the existing
regime, contemplating a New Basle Capital Accord.
The current New Basle Capital Accord proposals include a
diversity of methodologies for the calculation of capital
requirements in respect of credit risk and the newly introduced
operational risk (the risk of loss resulting from inadequate or
failed internal processes, people and systems, or from external
events). The New Basle Capital Accord is currently expected to
be finalized by the Basle Committee by the end of 2004. The
standardised and foundation approaches will become effective in
the various countries that participate in the Basle Committee at
the end of 2006, while the most advanced approaches will be
implemented at year-end 2007.

E.  Off-balance Sheet
Arrangements

In the normal course of business, the Group
enters into a number of contractual commitments on behalf of its
customers and is a party to financial instruments with
off-balance sheet risk to meet the financing needs of its
customers. These contractual commitments consist of commitments
to extend credit, commercial letters of credit and standby
letters of credit and guarantees. Commitments to extend credit
are agreements to lend to a customer as long as there is no
violation of the conditions established in the contract.
Commercial letters of credit ensure payment by a bank to a third
party for a customers foreign or domestic trade
transactions, generally to finance a commercial contract for the
shipment of goods. Standby letters of credit and financial
guarantees are conditional commitments issued by the Group to
guarantee the performance of a customer to a third party. See
Note 26 to the US GAAP Financial Statements included
in this Annual Report. All of these arrangements are related to
the normal lending activities of the Group.

The Groups exposure to credit loss in the
event of non-performance by the other party to the financial
instrument for commitments to extend credit and commercial and
standby letters of credit is represented by the contractual
notional amount of those instruments. The Group uses the same
credit policies in making commitments and conditional
obligations as it does for on-balance-sheet instruments.

The following tables summarize the Groups
off-balance-sheet financial instruments, whose contract amounts
represent credit risk, as of December 31, 2002 and 2003:

|                                                                        |                                                                |                         |            |           |           |  |            |           |           | 
|----------------------------------------------------------------------- | -------------------------------------------------------------- | ----------------------- | ---------- | --------- | --------- |  | ---------- | --------- | --------- | 
|                                                                        |                                                                | 2002                    |            | 2003     
|                                                                        |                                                                |                         |            |          
|                                                                        |                                                                |                        
|                                                                        |                                                                | (EUR in thousands)     
|Financial instruments whose contract amounts
    represent credit risk: |                                                                |                         |            |           |           |  |            |          
|                                                                        | Commitments to extend credit:                                  |                         |            |           |           |  |            |           |          
|                                                                        |                                                                | Commercial and personal |            |           | 8,732,698 |  |            |           | 7,455,769 | 
|                                                                        |                                                                | Commercial real estate  |            |           | 40,810    |  |            |           | 46,730    | 
|                                                                        |                                                                | Residential real estate |            |           | 185,063   |  |            |           | 215,262   | 
|                                                                        | Commercial letters of credit                                   |                         |            | 207,380   |           |  |            | 275,195   |          
|                                                                        | Standby letters of credit and financial
    guarantees written |                         |            | 2,243,418 |           |  |            | 2,610,128 |          
|                                                                        |                                                                |                         |            |           |           |  |            |          
|Total                                                                   |                                                                |                         | 11,409,369 |           |           |  | 10,603,084 |          
|                                                                        |                                                                |                         |            |           |           |  |            |          

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F.  Tabular Disclosure of
Contractual Obligations

Our contractual obligations as at
December 31, 2003, can be summarized as follows:

|                                                                                                                              |  |                              |         |         |  |         |         |         |  |       |         |  |  |  |         |  |  |  |           | 
|----------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | ------- |  | ------- | ------- | ------- |  | ----- | ------- |  |  |  | ------- |  |  |  | --------- | 
|                                                                                                                              |  |                             
|                                                                                                                              |  | Year ended December 31, 2003
|                                                                                                                              |  |                             
|                                                                                                                              |  | Less than                    |         | 1 to    |  | 3 to    |         | After   |  |      
|                                                                                                                              |  | 1 year                       |         | 3 years |  | 5 years |         | 5 years |  | Total
|                                                                                                                              |  |                              |         |         |  |         |         |         |  |      
|                                                                                                                              |  |                             
|                                                                                                                              |  | (amounts in EUR thousands)  
|Long-Term Debt Obligations                                                                                                    |  |                              | 4,960   |         |  |         | 27,768  |         |  |       | 760,274 |  |  |  | 378,465 |  |  |  | 1,171,467 | 
|Capital (Finance) Lease Obligations                                                                                           |  |                              |        |         |  |         |        |         |  |       |        |  |  |  |        |  |  |  |          | 
|Operating Lease Obligations                                                                                                   |  |                              | 42,993  |         |  |         | 47,736  |         |  |       | 39,921  |  |  |  | 50,375  |  |  |  | 181,025   | 
|Purchase Obligations                                                                                                          |  |                              | 4,161   |         |  |         |        |         |  |       |        |  |  |  |        |  |  |  | 4,161     | 
|Other Long-Term Liabilities Reflected on the
    Groups Balance sheet under the GAAP of the primary
    financial statements |  |                              | 317,884 |         |  |         | 386,393 |         |  |       | 44,619  |  |  |  | 60,570  |  |  |  | 809,466   | 
|                                                                                                                              |  |                              |         |         |  |         |         |         |  |       |         |  |  |  |         |  |  |  |           | 
|Total                                                                                                                         |  |                              | 369,998 |         |  |         | 461,897 |         |  |       | 844,814 |  |  |  | 489,410 |  |  |  | 2,166,119 | 
|                                                                                                                              |  |                              |         |         |  |         |         |         |  |       |         |  |  |  |         |  |  |  |           | 

G.  Safe Harbor

See Special Note Regarding Forward-Looking
Statements




ITEM 6     DIRECTORS,
SENIOR MANAGEMENT AND EMPLOYEES

A.  Board of Directors and Senior
Management

The Governor is responsible for the management of
the Bank, under the supervision of its Board of Directors.
Currently, the Board of Directors is composed of fifteen members
(two executive and thirteen non-executive members, of which two
are independent, in accordance with the provisions of Greek Law
3016/2002), including the Governor (who also serves as chairman)
and one Deputy Governor. The members are elected by the
shareholders at their annual general meeting for a term of three
years and may be reelected.

Retiring directors may be reelected. While the
Hellenic Republic has no statutory right to appoint directors of
the Bank, it has significant direct and indirect shareholding in
the Bank and therefore may have the de facto ability to
appoint certain directors through the exercise of its voting
rights. The chairman is nominated by the Board of Directors.

The Board of Directors meets monthly, at a
minimum, as required pursuant to Article 20 of Greek
Codified Law 2190/1920 and the Banks Articles of
Association, and additionally at the request of any three
directors. The quorum for a Board meeting is a majority of all
Board members. In addition, at least five directors must be
physically present at the meeting. Resolutions are adopted by
majority vote of those present and those who have submitted
proxies. Each director has one vote but may also represent one
other director by written proxy.

On June 17, 2004, a Repeat General Meeting
of the shareholders of the Bank approved an amendment to the
Articles of Association changing the title of the Governor to
Chief Executive Officer (CEO) and the title of Deputy Governor
to Deputy CEO. This change has been submitted to the Ministry of
Development for approval, following which the amendment will
become effective.

As at December 31, 2003, the Board of
Directors of the Bank was composed as follows:

Executive Members

|                                               |  |                    
|---------------------------------------------- |  | -------------------
|Theodoros B. Karatzas (died March 3,
    2004) |  | Chairman  Governor
|Theodoros N. Pantalakis                        |  | Deputy Governor    
|Andreas S. Vranas                              |  | Deputy Governor    
|Apostolos S. Tamvakakis                        |  | Deputy Governor    

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|                                             |  |                                                   
|-------------------------------------------- |  | --------------------------------------------------
|Non-Executive Members                        |  |                                                   
|H.E. the Metropolitan of Ioannina Theoklitos |  |                                                   
|Dimitrios A. Daskalopoulos                   |  | Chairman and Managing Director of Delta
    S.A.  
|Vassilios K. Konstantakopoulos               |  | Ships Master of the Merchant
    Marine/Shipowner
|George Z. Lanaras                            |  | Shipowner                                         
|Miltiadis A. Nektarios                       |  | Chairman of IKA (Social Security
    Fund)        
|Ioannis P. Panagopoulos                      |  | Employees representative                         
|Dimitrios Papoulias                          |  | Chairman of the Public Power
    Corporation      
|Vassilios Th. Rapanos                        |  | Chairman of the Council of Economic
    Advisers  
|Avraam I. Triantafyllidis                    |  | Employees representative                         
|                                            
|Independent Non-Executive Members            |  |                                                   
|Panagiotis V. Lambropoulos                   |  | Merchant                                          
|Georgios S. Tsougiopoulos                    |  | Architect Engineer  Urban
    Planner            

At its meeting of March 19, 2004, the
Banks Board elected Efstratios-Georgios (Takis) Arapoglou
as Chairman and Governor of the Bank to replace the late
Theodoros Karatzas and at its meeting of April 22, 2004 the
Banks Board elected Ioannis Pechlivanidis as Deputy
Governor of the Bank. The Banks General meeting of
shareholders held on May 18, 2004, following the
resignation of ten Board members, elected the following new
members of the Board:

Executive Members

|                                             |  |                                                                                                  
|-------------------------------------------- |  | -------------------------------------------------------------------------------------------------
|Efstratios-Georgios (Takis) A. Arapoglou     |  | Chairman  Governor                                                                              
|Ioannis G. Pechlivanidis                     |  | Deputy Governor                                                                                  
|                                            
|Non-Executive Members                        |  |                                                                                                  
|H.E. the Metropolitan of Ioannina Theoklitos
|George M. Athanasopoulos                     |  | Employees representative (NBG)                                                                  
|Stefanos C. Vavalidis                        |  | Member of the Board of Directors, European
    Bank for Reconstruction & Development             
|Ioannis C. Yannidis                          |  | Professor, University of Athens Law
    School                                                   
|Dimitrios A. Daskalopoulos                   |  | Chairman and Managing Director, Delta S.A.,
    Vice Chairman, Federation of Greek Industrialists
|Nikolaos D. Efthymiou                        |  | Chairman, Association of Greek
    Shipowners                                                    
|George Z. Lanaras                            |  | Shipowner                                                                                        
|John P. Panagopoulos                         |  | Employees representative                                                                        
|Stefanos G. Pantzopoulos                     |  | Business consultant, former certified
    auditor                                                
|Constantinos D. Pilarinos                    |  | Economist, General Manager of Finances and
    Technical Services, Church of Greece              
|Drakoulis K. Fountoukakos-Kyriakakos         |  | Chairman, Athens Chamber of Commerce and
    Industry                                            
|                                            
|Independent Non-Executive members            |  |                                                                                                  
|Ioannis Vartholomeos                         |  | Chairman of IKA (Social Security
    Fund)                                                       
|Ploutarchos K. Sakellaris                    |  | Professor, University of Athens, and Chairman,
    Council of Economic Advisors                  

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Curricula vitae

Theodoros
Karatzas.Mr. Karatzas was
appointed Governor of the Bank in February 1996 and remained in
this post until his death on March 3, 2004. He was a
graduate of the University of Athens Law School and the Centre
des Hautes Études Européennes at the University of
Strasbourg. From 1982 to 1985, he was chairman of ETEBA and
Banque Franco-Hellenique de Commerce International et Maritime.
Mr. Karatzas had also served as chairman of Aspis Mortgage
Bank S.A. From 1985 to 1987, he was Secretary General of the
Greek Ministry of National Economy. During the period 1987 to
1988, he was Deputy Minister of the Greek Ministry of National
Economy. During the years 1986 and 1987, Mr. Karatzas was
chairman of the Committee on the Reform and Modernization of the
Banking System, which established the foundation for
liberalization of Greek financial markets in the late 1980s and
early 1990s. Mr. Karatzas was admitted to the Athens Bar in
1955, and had published several articles in the field of
commercial and maritime law. He was Chairman of the Hellenic
Banking Association from 1996 onwards and Chairman of five
subsidiaries of the Group located outside Greece.

Efstratios-Georgios (Takis)
Arapoglou.Mr. Arapoglou, age
53, became Governor of the Bank on March 19, 2004. He is a
graduate of the University of Athens School of Mathematics
(1974), and holds a BSc in Naval Architecture from the
University of Glasgow (1977) and an MSc in Management from
the University of Brunel, London (1978). From 1978 to 1991 he
worked for Paine Webber, Citicorp Investment Bank and Chase
Investment Bank in London specializing in debt and equity
capital markets, derivatives and strategic consulting for
multinational companies, financial organizations and governments
in North America, Scandinavia and Western Europe. In 1991, he
became President and CEO of the Ionian and Popular Bank of
Greece Group. He was also appointed President of DIAS
Interbanking Systems S.A., overseeing the completion of the
project, which was delivered to the Greek banking system in
1993. From 1994 to 1997, he served as General Manager of
American Express-Greece and in 1997 became General Manager of
Citibank/ Citigroup-Greece. In 2000, he joined Citigroup in
London as managing director and global banks industry head, and
at the beginning of 2004 became senior advisor on global
corporate and investment banking.

He has served as a member of the Supervisory
Boards of Citibank-Sweden (1984/85) and Chase Manhattan
Bank-Finland (1989/90), the Boards of the Hellenic Bank
Association (1991/93) and the Egyptian American Bank, an
American Express subsidiary in Egypt (1994/96), and the Asset
and Liability Committee of Citigroup Europe.

Deputy Governors

Theodoros
Pantalakis.Mr. Pantalakis,
age 50, became a Deputy Governor in March 1996, and held this
post until April 22, 2004. He was also Vice Chairman of the
Board of Directors. In addition, Mr. Pantalakis was the
chairman of a number of companies within the Group, such as
National Insurance S.A., Astir Hotels, National Real Estate and
Mortgage Construction S.A. EKTENEPOL and is a vice chairman of
NBG Cyprus. Additionally, he served as the chairman of two
non-Group companies, Phosphate Fertilizers Industries and the
Central Securities Depository of Athens S.A., as well as
vice-chairman of Heracles Cement and DIAS Interbanking Systems
S.A. Mr. Pantalakis received a degree in Business
Administration from the University of Piraeus. He worked as a
financial analyst in various commercial and industrial companies
before joining ETEBA from 1980 to 1991. Between 1983 and 1988 he
worked as an advisor to the Ministry of National Economy
regarding investment law. He had been appointed as secretary to
the Deputy Minister of National Economy. Beginning in 1991, he
worked for the Interamerican Group as an Alternate General
Manager and then rejoined the Group in 1996.

Andreas
Vranas.Mr. Vranas, age 52,
became a Deputy Governor in September 1996, and held this post
until April 22, 2004. He was also Vice Chairman of the
Board of Directors of the Bank. He was chairman of the board of
Ethniki Leasing, National Investment Company and a board member
of Heracles Cement and Hellenic Petroleum. He is vice-chairman
of Siemens Industrial S.A. Mr. Vranas holds a masters
degree in finance from Manchester University, a degree in
business administration from Athens University of Economics and
Business, and a Ph.D. in finance from the University of Athens.
He previously worked for ETEBA from 1979 to 1985 and the
Ministry of National Economy from 1985 to 1988 before rejoining
ETEBA.

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Apostolos
Tamvakakis.Mr. Tamvakakis,
age 47, became the Deputy Governor of the Bank in July 1998, and
held this post until April 22, 2004. He was also Vice
Chairman of the Board of Directors of the Bank and chairman of
National Management and Organisation Co., South African Bank of
Athens, National Securities Company, NBG Greek Fund, NBG Balkan
Fund, NBG Asset Management, NBGI Asset Management and the
Southern European Board of Europay International. He is
vice-chairman of NBG Cyprus, United Bulgarian Bank, Stopanska
Banka, Diethniki Mutual Fund Management and Yes
Leasing S.A. Moreover, he was a member of the boards of NBG
International, Atlantic Bank of New York, NBG Canada. Outside
the Group, he is also chairman of the steering committee of
Inter-Alpha Group of Banks as well as a member of Europay, a
body of representatives of credit card organizations. He is also
vice-chairman of Greek Stock Markets Holdings Company Co. S.A.,
Hellenic Group of Financing and Contract Hire S.A. and member of
the board of the Executive Committee of the European Mortgage
Federation, Delta Holdings, Hellenic Telecommunications
Organization S.A. and Action Plan-Direct Marketing Services S.A.
In 1996 Mr. Tamvakakis was appointed as a Deputy Governor
of the National Mortgage Bank. He joined the Group from ABN AMRO
Bank where he served as Alternate General Manager for seven
years. He also has experience with Mobil Oil Hellas S.A.
Mr. Tamvakakis studied economics at the Athens Business
School and received an MA in economics at the University of
Saskatchewan in Canada.

Ioannis
Pechlivanidis.Mr. Pechlivanidis, age 51, was appointed Deputy Governor of
the Bank on April 22, 2004. He holds a BA in Economics from
Wesleyan University, USA, and an MSc in Economics from the
London School of Economics. He worked at The First National Bank
of Chicago from 1980 to 1989, subsequently becoming Loan Manager
at the Bank of America. In 1990, he joined Xiosbank, becoming
General Manager in 1997. In 1999, he was appointed to the post
of Deputy Managing Director of Piraeus Bank, going on to become
Managing Director of Novabank in Athens. Since 2003, until
taking up his new appointment, he held the post of first
Vice-Chairman of Bank Post (a subsidiary of Eurobank in Romania).

In line with the new organizational structure of
the Bank, all the General Divisions, as well as the Marketing
Division and the Historical Archive Sub-Division, report
directly to the Governor and Deputy Governor.

The business address of the Governor and Deputy
Governor is 86 Eolou Street, 10232 Athens, Greece.

Key Management

Nicolaos
Bertsos, age 53, is chairman of
Diethniki Mutual Funds, NBG Mutual Funds and Ethniki Mutual
Funds Ltd. Cyprus. He is also managing director of National
Investment Co. He is a board member of NMOC, Community Support
Framework Management Organization Unit, Association of Greek
Institutional Investors and System Development and Support House
of Capital Markets as well as Vice President of the Board of
Directors of Investment Ombundsman. He served as a Deputy
Governor of the National Mortgage Bank from 1996 to 1998, prior
to the merger, while serving as President of Ktimatiki Mutual
Funds. Before entering the private sector, Mr. Bertsos
served as the first vice-president of the Hellenic
Republics Capital Markets Commission, from 1994 to 1996.
He has also served as a secretary of the Income and Prices
Committee. A native of Athens, Mr. Bertsos is a graduate of
the University of Athens, where he studied economics. He holds
an MA in economics with a specialization in monetary and fiscal
economics from the University of Essex.

Constantine
Filippou, age 57, is General
Director of Ethniki Hellenic General Insurance Company. He
joined the Group in 1997, pursuant to the merger of Ethniki with
the Astir Insurance Company, which he personally facilitated. At
Astir, he became a prominent member of the Greek Insurance
Industry, and a high ranking official in the fields of General
Insurance, Financial Services and Sales. In addition to his
responsibilities at Ethniki Insurance, he serves as chairman of
the boards of directors of Audatex Hellas S.A. and Garanta S.A.
in Romania, a fully operational insurance affiliate of Ethniki.
Furthermore, he is a chairman of Ethniki Insurance Cyprus Ltd.
and Ethniki General Insurance Cyprus Ltd. He is vice-chairman of
Europa Insurance Group and Hellenic Insurance Companies
Association. Mr. Filippou received a degree in Business
Administration from the Athens School of Commercial and Economic
Sciences.

Thomas
OBrien, age 53, is president
and CEO of Atlantic Bank of New York. He joined Atlantic Bank in
May 2000 after serving as vice chairman of North Fork Bank since
1996. Previously, Mr. OBrien served as chairman,
president and CEO of North Side Savings Bank for 13 years.
Mr. OBrien obtained a BA degree from

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Niagara University, an MBA from Iona College and
he completed a three-year program at the National School of
Banking at Fairfield University.


Stilian
Vatev, age 48, is the Chief
Executive Officer and a member of the Board of Directors of
United Bulgarian Bank AD and Interlease S.A. (a subsidiary of
NBG S.A.). He joined UBB in 1993 after serving in several
managerial positions at the Bulgarian National Bank. He is a
member of the Management Board of the Bulgarian Association of
Commercial Banks, a member of the Europay Eastern Regional Board
of Directors and a member of the Board of Directors of the
Bulgarian Central Depository and the Bankservice.
Mr. Vatev holds an MA in Finance and Credit and has
attended several banking related programs in the UK, Switzerland
and Japan.

General Managers

In July 2002, the Board of Directors appointed
General Managers whose role is to supervise and coordinate the
tasks of the various divisions or groups of divisions. The
General Managers each report to the Governor or one of the three
Deputy Governors and are responsible for:



| |   |                                                                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | supervising and coordinating the activities of
    their respective units;                                                                                                                 
|
| |  | monitoring progress with regard to the
    Banks business targets and goals;                                                                                                              
|
| |  | approving expenditures, investments and financing
    within set limits; and                                                                                                               
|
| |  | contributing to the Banks management
    regarding the design of the Banks strategy, setting
    targets for the Bank and drawing up an annual budget for their
    respective Divisions.

There are currently ten General Managers:

Core Business lines

Alexandros
Tourkolias, age 57, is the General
Manager of Corporate and Investment Banking. He is a member of
the Banks Credit Committee, and is also a board member of
UBB and NBG Bancassurance.

Ioannis
Filos, age 59, is the General
manager of Domestic Network. He is also a board member of NMOC.

Petros
Christodoulou, age 43, is the
General Manager of Treasury and Private Banking. He is a board
member of National Securities S.A. He is also a member of the
Investment Committee of Ethniki Hellenic General Insurance and
the Foundation for Economic and Industrial Research.

Operations and Support

Anthimos
Thomopoulos, age 43, is the Chief
Financial Officer and Chief Operations Officer. He joined the
Bank in 1998 as Group Risk Director after serving as a Managing
Partner of KPMG Greece. He is the Vice President of
Planet-Ernst-Young S.A. and a board member of South African Bank
of Athens S.A., NMOC, Ethnoplan S.A., AGET Heracles and Siemens
Televiomichaniki S.A.

Michael
Oratis, age 47, is the Chief Risk
Officer. Before joining the Bank in 1999, he worked for ABN AMRO
BANK, Mytilinaios SA and Citibank as Country Treasurer.

Agis
Leopoulos, age 36, is the Chief of
International. He is the chairman of Interlease AD. He is also a
board member of NBG Cyprus, Stopanska Banka, United Bulgarian
Bank, NBG Canada, South African Bank of Athens, NBG Management
Services Ltd. and OTEnet.

Agesilaos
Karabelas, age 66, is the General
Counsel. He is a board member of Diethniki Mutual Fund
Management, Ethniki Kefalaiou and Heracles Cement.

Avraam
Triantafyllidis,age 54, is the
general manager of Human Resources.

Paul Mylonas,age 45, is the Chief Economist, Chief Strategist and Head of
Investor Relations. Before joining the Bank, he worked at the
OECD and the IMF. He is also a member of the board of the
Foundation for Economic and Industrial Research, the Hellenic
Center for Investment and the National Investment Company.

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George
Paschas, age 48, is the Chief
Internal Auditor.

B.  Compensation

For the 2003 financial year, the Bank granted
9.9 million
in remuneration and benefits-in-kind to the officers of the Bank
and the Board of Directors. This amount includes
2.1 million
which the Bank contributed to funds for the benefit of the
officers of the Bank and the Board of Directors in respect of
pension, retirement and similar benefits.

The following table sets forth the net salary
compensation received by the senior management of the Bank
during the year ended December 31, 2003.

|                     |  |       |                 |                    |  |              |       |  |  |  |       | 
|-------------------- |  | ----- | --------------- | ------------------ |  | ------------ | ----- |  |  |  | ----- | 
|                     |  |       |                 | Gross Salary       |  | Net Salary  
|Name                 |  | Title |                 | Compensation       |  | Compensation
|                     |  |       |                 |                    |  |             
|                     |  |       |                 |                   
|                     |  |       |                 | (EUR in thousands)
|Theodoros Karatzas   |  |       | Governor        |                    |  |              | 294.5 |  |  |  | 155.1 | 
|Theodoros Pantalakis |  |       | Deputy Governor |                    |  |              | 221.9 |  |  |  | 116.4 | 
|Andreas Vranas       |  |       | Deputy Governor |                    |  |              | 222.2 |  |  |  | 116.3 | 
|Apostolos Tamvakakis |  |       | Deputy Governor |                    |  |              | 222.3 |  |  |  | 116.4 | 

About 1,000 senior executives received a cash
bonus related to their performance while the rest of the
employees were rewarded based on rank and seniority.

The Bank has commissioned a Financial Incentives
Policy Committee, known as the FIPC, to advise
management on the payment of productivity bonuses to the
Banks employees. The FIPC is chaired by the Banks
Personnel General Manager and is composed of the heads of the
Banks Organization, Audit, Personnel, Financial and
Management Accounting, Domestic Network and Information
Technology Divisions. The President and the General Secretary of
the National Bank Employees Union also participate on the
committee. In addition, the Chairman of the FIPC has the power
to invite other officers of the Bank to join committee meetings,
as necessary. Meetings are convened at times determined by the
Chairman.

The FIPC is charged with reviewing and assessing
all requests for bonus payments submitted by the Banks
internal divisions. The FIPC reviews requests to determine if
they comply with specified criteria relating to the work
performed and the benefits offered by the work. In particular,
the FIPC considers the intrinsic value of the work, its
significance to the Bank and its originality, the amount of time
required to complete the work, the long term value of the
benefits of the work and the amount of surplus value generated
by the work. Once the review process is completed, the FIPC
submits its report to the Banks management to facilitate
decision-making.

The following list sets forth the members of the
Banks Financial Incentives Committee, as at
December 31, 2003:

Financial Incentives Committee Members
(FIPC)

|                                                                                |  |  |  | 
|------------------------------------------------------------------------------- |  |  |  | 
|Name                                                                            |  | 
|                                                                                |  | 
|Thomas Pliakos (Chairman and General Manager of
    Personnel)                  |  |  |  | 
|Evangelos Nikolaou (Head of Personnel Division)                                 |  |  |  | 
|Yannis Balabanis (Head of Operations Division)                                  |  |  |  | 
|Yannis Kyriakopoulos (Head of Financial and
    Management Accounting Division) |  |  |  | 
|Maria Myzithra (Head of Domestic Network
    Operations Division)               |  |  |  | 
|Dimitris Vrailas (Head of IT Division)                                          |  |  |  | 
|George Paschas (Head of Internal Audit Division)                                |  |  |  | 

C.  Board Practices

We do not have directors service contracts
or other agreements that provide for benefits on termination of
employment.

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The following list summarizes the terms of office
of the members of the Board of Directors of the National Bank of
Greece.

|                                             |  |               |                   |             |  |  |      | 
|-------------------------------------------- |  | ------------- | ----------------- | ----------- |  |  | ---- | 
|Name                                         |  | Start of Term |                   | End of Term
|                                             |  |               |                   |            
|Efstratios-Georgios (Takis) Arapoglou        |  |               | March 17, 2004    |             |  |  | 2007 | 
|Ioannis Pechlivanidis                        |  |               | April 22, 2004    |             |  |  | 2007 | 
|H.E. The Metropolitan of Ioannina Theoklitos |  |               | June 28, 1994     |             |  |  | 2007 | 
|Stefanos Vavalidis                           |  |               | April 22, 2004    |             |  |  | 2007 | 
|Ioannis Giannidis                            |  |               | April 22, 2004    |             |  |  | 2007 | 
|Dimitrios Daskalopoulos                      |  |               | April 24, 2002    |             |  |  | 2007 | 
|Nikolaos Efthimiou                           |  |               | April 22, 2004    |             |  |  | 2007 | 
|Georgios Athanasopoulos                      |  |               | April 22, 2004    |             |  |  | 2007 | 
|Georgios Lanaras                             |  |               | December 23, 1993 |             |  |  | 2007 | 
|Stefanos Pantzopoulos                        |  |               | April 22, 2004    |             |  |  | 2007 | 
|Ioannis Panagopoulos                         |  |               | June 28, 1994     |             |  |  | 2007 | 
|Constantinos Pilarinos                       |  |               | April 22, 2004    |             |  |  | 2007 | 
|Drakoulis Fountoukakos Kyriakakos            |  |               | April 22, 2004    |             |  |  | 2007 | 
|Ploutarchos Sakellaris                       |  |               | April 22, 2004    |             |  |  | 2007 | 
|Ioannis Vartholomeos                         |  |               | May 18, 2004      |             |  |  | 2007 | 

The Audit Committee of the Bank was established
in May 1999, following the Act of Governor of Bank of Greece
2438/1998, and at the end of 2003 consisted of three full
members and two alternate members. All of them are non executive
members of the Board of Directors of the Bank, in compliance
with the legal and regulatory framework in Greece on corporate
governance. The Banks Board of Directors appoints the
members of the Audit Committee for a three year term. The Board
of Directors of the Bank is responsible for appointing and
replacing any member of the Audit Committee and informing
accordingly the Hellenic Capital Markets Commission, which is
the supervisory authority for companies listed on the ATHEX.

The principal task of the Audit Committee is to
assess the adequacy and effectiveness of the system of internal
controls of the Bank. In this regard, the Audit Committee
oversees and reviews the accuracy and completeness of the
financial information contained in the annual reports and
financial statements. The Audit Committee also supervises the
functioning of Internal Audit Division and reviews its
activities. Finally, the Audit Committee is involved in the
approval of the appointment and compensation, oversees the work
of the Banks external auditors and pre-approves all audit
and non-audit services provided by its external auditors.

The following list sets forth the members of the
Banks Audit Committee, as at December 31, 2003:

Audit Committee Full Members

Georgios Lanaras (Chairman)

Vassilios Konstantakopoulos (Vice Chairman)


Vasilios Rapanos


Audit Committee Alternate Members

Panagiotis Lambropoulos

Georgios Tsouyopoulos


As at May 18, 2004, the members of the
Banks Audit Committee are as follows:

Audit Committee Full Members

Georgios Lanaras (Chairman)

Ploutarhos Sakellaris (Vice Chairman)


Stefanos Pantzopoulos (Financial Expert)


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##### Table of Contents



Audit Committee Alternate Members

Drakoulis Fountoukakos  Kyriakakos

Ioannis Vartholomeos


NBG Corporate Governance practices closely follow
the requirements imposed by the laws of the Hellenic Republic.
The most significant differences between the Banks
Corporate Governance practices and those followed by
U.S. based companies under the NYSE listing standards have
been posted on the Banks web-site at the following
address: www.nbg.gr

D.  Employees

The Bank employed a total of 14,143 full-time
equivalent staff in Greece as at December 31, 2003,
compared to 14,319 as at December 31, 2002. Additionally,
in connection with our operations outside of Greece (including
the Banks foreign branches), we employed approximately
6,000 employees internationally, as at December 31, 2003.
The Group also employs approximately 500 temporary employees in
the summer months in its hotel properties. The table below sets
forth the principal concentrations of our employees by
geographic location, as at December 31, 2003:

|                                      |  |                  |        | 
|------------------------------------- |  | ---------------- | ------ | 
|                                      |  | Number of Group 
|                                      |  | Employees (as at
|                                      |  | December 31,    
|Country                               |  | 2003)           
|                                      |  |                 
|Greece                                |  |                  | 16,851 | 
|Bulgaria                              |  |                  | 2,162  | 
|Former Yugoslav Republic of Macedonia |  |                  | 1,333  | 
|Romania                               |  |                  | 700    | 
|United States                         |  |                  | 467    | 
|Cyprus                                |  |                  | 346    | 
|Canada                                |  |                  | 273    | 
|South Africa                          |  |                  | 202    | 
|United Kingdom                        |  |                  | 118    | 
|Serbia-Montenegro                     |  |                  | 153    | 
|Albania                               |  |                  | 68     | 
|Germany                               |  |                  | 37     | 
|France                                |  |                  | 37     | 
|Egypt                                 |  |                  | 32     | 
|Netherlands                           |  |                  | 6      | 
|Australia                             |  |                  | 5      | 
|Turkey                                |  |                  | 3      | 
|Sweden                                |  |                  | 2      | 
|                                      |  |                  |        | 
|Total                                 |  |                  | 22,795 | 
|                                      |  |                  |        | 

The average number of our full-time equivalent
employees, as a Group, during the financial years ended
December 31, 2001, 2002 and 2003 was 24,030, 23,456 and
22,740 respectively.

121



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The table below sets forth the main categories of
activity in which our employees were engaged, domestically and
internationally, as at December 31, 2003:

|                              |  |                  |        | 
|----------------------------- |  | ---------------- | ------ | 
|                              |  | Number of Group 
|                              |  | Employees (as at
|                              |  | December 31,    
|Division                      |  | 2003)           
|                              |  |                 
|Commercial and retail banking |  |                  | 20,398 | 
|Insurance                     |  |                  | 1,483  | 
|Investment banking            |  |                  | 165    | 
|Asset management              |  |                  | 93     | 
|Other Group companies         |  |                  | 656    | 
|                              |  |                  |        | 
|Total                         |  |                  | 22,795 | 
|                              |  |                  |        | 

Almost all of the Banks staff (including
Managing Officers) are members of one of the various unions
operating within the banking sector. A high level of union
membership is common in most Greek industries. Each union that
represents the Banks employees is affiliated with a
larger, general union of employees in the banking sector known
as the OTOE. The OTOE, in turn, sits under the
umbrella of a multi-industry union, the General Confederation of
Greek Workers. Accordingly, almost all of our Greek employees,
including those not employed in the banking sector, are
ultimately affiliated with the General Confederation of Greek
Workers. Collective bargaining arrangements are normally made
between representatives of the Greek banks and the OTOE based on
the Governments inflation estimates, and then implemented
by each bank (including the Bank) in agreement with its own
unions. The OTOE and the Association of Greek Banks agreed to a
one-year agreement allowing a 4.2% increase in 2001 and a
two-year agreement allowing a 4.2% increase in 2002 and 3.8%
increase in 2003. An agreement for 2004 and 2005 is due to be
signed.

Like other Greek banks, the Bank has experienced
a number of strikes and other industrial actions in the past.
However, in recent years there have been no stoppages or other
industrial actions involving the Groups employees other
than a limited number of one- or two-day country-wide general
strikes that occurred in Greece between 1994 and June 2002,
during which there was no significant impact on the execution of
transactions by the Bank. In general, the Bank considers its
relations with its employees, and with the unions to which they
belong, to be good.

As part of our strategy of rationalizing
activities and improving efficiencies, we intend to continue our
program to reduce our overall number of employees. Our ability
to reduce staff is limited, however, by:



| |   |                                                                    
| | - | -------------------------------------------------------------------
| |  | Greek labor laws;                                                  
|
| |  | our past practice of dismissing employees only
    for cause; and
|
| |  | our desire to maintain good labor relations with
    our employees.

The Banks policy is to continue
implementing its on-going reduction strategy by a program of
limited hiring, voluntary retirement schemes and natural
attrition. As a result of this strategy, the total number of the
Banks staff fell from 15,194 in 2001 to 14,707 in 2002 and
14,632 in 2003. We intend to continue to redeploy personnel to
optimize the operations of the Bank and to rely on strict hiring
controls and natural attrition to reduce the total number of
employees.

Under Greek law, all employees must contribute to
welfare schemes for the provision of pensions, healthcare and
childcare. For employed persons, these programs replace the
pensions and welfare schemes operated by the Hellenic Republic.
Each company of the NBG Group either operates its own,
independent, welfare schemes or participates in schemes operated
by the Greek State. Each such scheme maintains a pension fund
which is managed by a board of directors appointed by the
contributing employees and the managers. An employer may be
legally liable to make up any shortfall in the fund up to a
specified figure (determined with reference to Greek law) which,
in the case of the Banks main pension fund, would be an
amount of
25.2 million
per year. In recent years, the Banks main pension fund has
not recorded any shortfall. See Risk
Factors  We Could Have Significant Pension
Liabilities in the Future in Item 3.D.

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E.  Share Ownership

The table below sets forth information on the
shareholdings of the members of the Banks Board of
Directors as at May 18, 2004.

|                                             |  |            |       | 
|-------------------------------------------- |  | ---------- | ----- | 
|                                             |  | Number of 
|Name                                         |  | NBG shares
|                                             |  |           
|Efstratios-Georgios (Takis) Arapoglou        |  |            |      | 
|Ioannis Pechlivanidis                        |  |            | 1,500 | 
|H.E. The Metropolitan of Ioannina Theoklitos |  |            | 1,831 | 
|Stefanos Vavalidis                           |  |            |      | 
|Ioannis Giannidis                            |  |            | 266   | 
|Dimitrios Daskalopoulos                      |  |            |      | 
|Nikolaos Efthimiou                           |  |            | 1,540 | 
|Georgios Athanasopoulos                      |  |            | 171   | 
|Georgios Lanaras                             |  |            |      | 
|Stefanos Pantzopoulos                        |  |            | 5,040 | 
|Ioannis Panagopoulos                         |  |            | 259   | 
|Constantinos Pilarinos                       |  |            |      | 
|Drakoulis Fountoukakos Kyriakakos            |  |            | 781   | 
|Ploutarchos Sakellaris                       |  |            |      | 
|Ioannis Vartholomeos                         |  |            |      | 

Members of the Banks Board of Directors
own, collectively, less than 1.0% of all of the Banks
outstanding shares.




ITEM 7     MAJOR
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



|   |                   
|-- | ------------------
|A. | Major Shareholders

As of the date of this Annual Report, the
Banks outstanding issued share capital consists of
255,058,085 ordinary shares. No single shareholder beneficially
owns more than 7.5% of the Banks shares (as at
May 18, 2004). The following table sets forth certain
information regarding the NBG shareholders.

|                          |  |                    |             |            |  |  |       | 
|------------------------- |  | ------------------ | ----------- | ---------- |  |  | ----- | 
|                          |  |                   
|                          |  | As at May 18, 2004
|                          |  |                   
|                          |  | Number             |             | Percentage
|                          |  | of shares          |             | holding   
|                          |  |                    |             |           
|Hellenic Republic(1)      |  |                    | 19,025,616  |            |  |  | 7.5%  | 
|State-related Entities(2) |  |                    | 48,349,692  |            |  |  | 19.0% | 
|NBG subsidiaries          |  |                    | 9,223,728   |            |  |  | 3.6%  | 
|Other investors           |  |                    | 178,459,049 |            |  |  | 69.9% | 






|    |                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------
|(1) | Through DEKA.                                                                                                                           
|   
|(2) | Includes only state-related entities most of
    whose boards of directors are appointed by the Hellenic Republic
    but excludes DEKA.

123



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The table below sets forth information on
significant changes in the percentage ownership held by the
Banks major shareholders on an annual basis, commencing as
at January 1, 2001, for the three years ended
December 31, 2001, 2002 and 2003, respectively, and as at
May 18, 2004 (the most recent practicable date).

|                        |  |      |            |           |  |         |            |            |  |  |             |  |  |  |       | 
|----------------------- |  | ---- | ---------- | --------- |  | ------- | ---------- | ---------- |  |  | ----------- |  |  |  | ----- | 
|                        |  |      |            | Number    |  | Share   |            |           
|Shareholder             |  | Date |            | Of Shares |  | Capital |            | Percentage
|                        |  |      |            |           |  |         |            |           
|DEKA                    |  |      | 12-31-2001 |           |  |         | 10,292,081 |            |  |  | 228,080,452 |  |  |  | 4.51  | 
|                        |  |      | 12-31-2002 |           |  |         | 28,235,334 |            |  |  | 231,870,986 |  |  |  | 12.18 | 
|                        |  |      | 12-31-2003 |           |  |         | 19,025,616 |            |  |  | 255,058,085 |  |  |  | 7.46  | 
|                        |  |      | 5-18-2004  |           |  |         | 19,025,616 |            |  |  | 255,058,085 |  |  |  | 7.46  | 
|Postal Savings Bank     |  |      | 12-31-2001 |           |  |         | 12,658,079 |            |  |  | 228,080,452 |  |  |  | 5.55  | 
|                        |  |      | 12-31-2002 |           |  |         | 340,900    |            |  |  | 231,870,986 |  |  |  | 0.15  | 
|                        |  |      | 12-31-2003 |           |  |         | 4,016,407  |            |  |  | 255,058,085 |  |  |  | 1.58  | 
|                        |  |      | 5-18-2004  |           |  |         | 4,016,407  |            |  |  | 255,058,085 |  |  |  | 1.58  | 
|Deposits and Loans Fund |  |      | 12-31-2001 |           |  |         | 7,960,370  |            |  |  | 228,080,452 |  |  |  | 3.49  | 
|                        |  |      | 12-31-2002 |           |  |         | 2,960,370  |            |  |  | 231,870,986 |  |  |  | 1.28  | 
|                        |  |      | 12-31-2003 |           |  |         | 952,520    |            |  |  | 255,058,085 |  |  |  | 0.37  | 
|                        |  |      | 5-18-2004  |           |  |         | 952,520    |            |  |  | 255,058,085 |  |  |  | 0.37  | 

The Banks major shareholders do not possess
different voting rights from the Banks other shareholders.
Other than the Hellenic Republic and certain state-related
entities, the Bank does not know of any other persons who,
directly or indirectly, jointly or individually, exercise or
could exercise control over the Bank.

Based on information known to or ascertainable by
the Bank, there were 314 record holders of the Banks
shares and 34 record holders of the Banks ADRs in the
United States, as at May 26, 2004, and the portion of the
Banks shares held in the United States as a percentage of
total shares outstanding was approximately 5.5% as at that date.
There were 2,534 total holders (registered and beneficial
owners) of the Banks ADRs in the United States as at
April 30, 2004 (the most recent practicable date for this
information).

State Interests

The Hellenic Republic, the Postal Savings Bank
(which is owned by the Hellenic Republic) and the Deposits and
Loans Fund control approximately 9.5% of the issued share
capital of the Bank. In addition, certain state-related
entities, primarily pension funds (most of whose boards of
directors are appointed by the Hellenic Republic) control shares
representing approximately 17.0% of the issued share capital of
the Bank.

Hellenic Finance S.C.A. purchased shares of the
Bank from DEKA in connection with its issuance on June 30,
1999 of 2% bonds due 2003 that were exchangeable into shares of
the Bank. After the one-for-ten bonus issue in June 2003,
Hellenic Finance S.C.A. held 16,016,749 shares of the Bank or
6.3% of the Banks share capital. Upon maturity of the
exchangeable bonds on July 15, 2003, none of those
exchangeable bonds had been exchanged for the Banks shares
and remained outstanding, thus Hellenic Finance S.C.A. required
the Hellenic Republic, through DEKA, to repurchase pursuant to a
put option agreement all of the Banks shares held by
Hellenic Finance S.C.A. at a price per share equal to the
redemption price of each outstanding bond. As a result, Hellenic
Republic held 18.5% of our share capital on July 15, 2003.
In October 2003, the Hellenic Republic sold through a private
placement 28,050,000 of our shares, or 11% of the Banks
share capital. Two thirds of these shares were taken by
international institutional investors and the remaining by
domestic institutionals. The Hellenic Republic on that date held
See Item 3.D, Risk Factors  The
Hellenic Republic Is Our Principal Shareholder and
Item 10.J, Additional Information 
Relationship with the Hellenic Republic.

B.  Related Party
Transactions

There are no loans or transactions between the
Bank and any related parties other than those made in the
ordinary course of business, on substantially the same terms as
those prevailing at the time for comparable transactions with
other persons and not involving more than the normal risk of
collectibility or presenting other

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unfavourable features. See Note 30 to the
U.S. GAAP Financial Statements for details of certain
ordinary course transactions between the Bank and related
parties.


C.  Interests of Experts and
Counsel

Not applicable.




ITEM 8     FINANCIAL
INFORMATION

A.  Consolidated Statements and
Other Financial Information



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Please refer to Item 18 for the consolidated
    financial statements of NBG.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|2. | Please refer to Item 18 for the comparative
    financial statements of NBG.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|3. | Please refer to Item 18 for the Report of
    Independent Registered Certified Public Accountants given by
    Deloitte & Touche Hadjipavlou Sofianos & Cambanis S.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|4. | The last year of audited financial statements are
    not older than 15 months.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|5. | Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|6. | Income derived from non-Greek sources was
    692.0 million,
    representing 20.2% of our total revenues.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|7. | The Bank is a defendant in certain claims and
    legal actions arising in the ordinary course of business. In the
    opinion of management, after consultation with legal counsel,
    the ultimate disposition of these matters has not had during the
    current or preceding financial year, and is not expected to
    have, a material adverse effect on the consolidated financial
    condition of the Bank. There are no material proceedings pending
    in which any director of the Bank, any member of its senior
    management, or any of the Banks affiliates is either a
    party adverse to the Bank or any of its subsidiaries or has
    material interest adverse to the Bank or any of its subsidiaries.
|  
|8. | The Bank pays dividends out of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



| |   |                                                                                                                                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------
| |  | distributable profits for the year (i.e. profits
    net of: a) tax, b) losses carried forward, and
    c) prior years tax audit differences; and
|
| |  | retained earnings, special reserves or ordinary
    reserves to the extent they exceed the amount required to be
    maintained by law.          

Before paying dividends, the Bank must allocate
between 5% and 20% of its net profits to an ordinary reserve
until this reserve equals at least one-half of the Banks
share capital. According to the Banks Articles of
Association and Greek corporate law, and subject to the
limitations described below, each year the Bank is required to
pay a minimum dividend out of the net profits for the preceding
financial year, if any, equal to the greater of:



| |   |                                                                                                                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 6% of the Banks share capital; or                                                                                                                                                                                                                                                                                          
|
| |  | 35% of the net profits for the year (after the
    deduction of statutory reserves and any profits resulting from
    the sale of equity participations that represent at least 20% of
    the paid-up share capital of a subsidiary company in which the
    Bank has held an equity participation for at least ten years).

Calculation of all such amounts is based on the
financial statements of the Bank prepared in accordance with
Greek GAAP.

Any distribution of the remainder of the net
profits may be approved by a general meeting of the
shareholders, with ordinary quorum and majority voting
requirements, following a proposal of the Board of Directors. No
distribution whatsoever can be effected if, on the closing date
of the last financial year, the total shareholders equity
is, or will become after that distribution, lower than the sum
amount of the share capital and the reserves, the distribution
of which is prohibited by Greek law or the Banks Articles
of Association. In any event, dividends may not exceed net
profits in the last financial year, as increased by
distributable reserves the

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distribution of which is permitted as resolved at
a General Meeting of shareholders and profits carried forward
from previous years, and as decreased by any loss in the
previous financial year and any compulsory reserves required by
law or the Banks Articles of Association.


In the event that the obligatory dividend
payments equal 35% of the net profits for the year (after the
deduction of statutory reserves and any profits resulting from
the sale of equity participations that represent at least 20% of
the paid-up share capital of a subsidiary company in which the
Bank has held an equity participation for at least ten years),
the Banks shareholders have two more options. According to
Greek Emergency Law 148/67, as amended by Greek Law 2753/99, a
majority representing at least 65% of the paid-up share capital
may vote to waive this dividend payment at a general meeting of
the shareholders. Undistributed dividends must then be
transferred under a special reserve and must be capitalized
within four years following the general meeting. Furthermore, a
majority of 70% of the Banks paid up capital may vote to
distribute the lower amount, i.e., 6%, of the Banks share
capital.

Once approved, dividends must be paid to
shareholders within two months of the date on which the
Banks annual financial statements are approved. Normally,
dividends are declared and paid in the year subsequent to the
reporting period. Dividends are forfeited to the Hellenic
Republic if they are not claimed by shareholders within five
years following December 31 of the year in which they were
declared. See Item 3.A, Selected Financial
Data  Dividends for information with
respect to the actual dividends paid by the Bank for the past
five financial years.

The Bank currently expects to continue to pay
dividends, subject to the financial condition of the Bank and
the funding needs of its investment program and other relevant
factors.

B.  Significant Changes

For a discussion of significant changes that have
occurred since December 31, 2003, the date of the last
audited financial statements included in this Annual Report,
please see Note 39 to the U.S. GAAP Financial
Statements which describes post balance sheet events.




ITEM 9     THE OFFER
AND LISTING

A.  Offer and Listing
Details

The annual high and low market prices of the
Banks shares on the ATHEX for the five most recent
financial years are shown below, expressed in euro (and drachma
for 1999 through 2001).

|     |  |                                          |  |                                     |  |  |  | 
|---- |  | ---------------------------------------- |  | ----------------------------------- |  |  |  | 
|Year |  | High (date)                              |  | Low (date)                         
|     |  |                                          |  |                                    
|1999 |  | 56.20 21) (GRD 19,150) (on September 21) |  | 28.16 (GRD 9,596) (on January 15)  
|2000 |  | 49.36 (GRD 16,819) (on February 11)      |  | 32.55 (GRD 11,091) (on November 30)
|2001 |  | 41.29 (GRD 14,070) (on April 19)         |  | 19.40 (GRD 6,611) (on September 21)
|2002 |  | 24.78 (on January 29)                    |  | 12.11 (on October 9)               
|2003 |  | 21.54 (on August 26)                     |  | 8.09 (on April 1)                  

NBG share price for 1999, 2000, 2001 and 2002 is
adjusted and the adjustment is effective as of 02/06/2003 due to
bonus issue (1 share for each 10 outstanding on 30/05/2003).

The quarterly high and low market prices of the
Banks shares on the ATHEX for the two most recent
financial years are shown below, expressed in euro.

|        |  |                       |  |                         |  |  |  | 
|------- |  | --------------------- |  | ----------------------- |  |  |  | 
|Quarter |  | High (date)           |  | Low (date)             
|        |  |                       |  |                        
|Q1 2002 |  | 24.78 (on January 29) |  | 20.53 (on March 28)    
|Q2 2002 |  | 21.62 (on May 20)     |  | 17.38 (on April 16)    
|Q3 2002 |  | 19.62 (on July 1)     |  | 13.87 (on September 30)
|Q4 2002 |  | 14.91 (on November 6) |  | 12.11 (on October 9)   

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|        |  |                        |  |                      |  |  |  | 
|------- |  | ---------------------- |  | -------------------- |  |  |  | 
|Quarter |  | High (date)            |  | Low (date)          
|        |  |                        |  |                     
|Q1 2003 |  | 12.60 (on January 3)   |  | 8.18 (on March 31)  
|Q2 2003 |  | 16.20 (on June 18)     |  | 8.09 (on April 1)   
|Q3 2003 |  | 21.54 (August 26)      |  | 14.54 (on July 1)   
|Q4 2003 |  | 21.08 (on December 31) |  | 17.28 (on October 1)

For the quarter following the most recent
financial year, the high and low market prices of the
Banks shares on the ATHEX are shown below, expressed in
euro.

|        |  |                       |  |                     |  |  |  | 
|------- |  | --------------------- |  | ------------------- |  |  |  | 
|Quarter |  | High (date)           |  | Low (date)         
|        |  |                       |  |                    
|Q1 2004 |  | 23.96 (on January 16) |  | 19.76 (on March 24)

The monthly high and low market prices of the
Banks shares on the ATHEX for the six most recent months
are shown below, expressed in euro.

|              |  |                        |  |                        |  |  |  | 
|------------- |  | ---------------------- |  | ---------------------- |  |  |  | 
|Month         |  | High (date)            |  | Low (date)            
|              |  |                        |  |                       
|December 2003 |  | 21.08 (on December 31) |  | 18.62 (on December 8) 
|January 2004  |  | 23.96 (on January 16)  |  | 20.78 (on January 2)  
|February 2004 |  | 23.54 (on February 12) |  | 21.50 (on February 25)
|March 2004    |  | 23.46 (on March 8)     |  | 19.76 (on March 24)   
|April 2004    |  | 25.20 (on April 29)    |  | 21.70 (on April 2)    
|May 2004      |  | 25.94 (on May 18)      |  | 23.16 (on May 21)     

The annual high and low market prices of the
Banks ADRs (each representing one-fifth of one share) on
the New York Stock Exchange are shown below, expressed in
U.S. dollars, for each of the five financial years since
the ADRs were listed on that exchange on October 18, 1999:

|     |  |                        |  |                        |  |  |  | 
|---- |  | ---------------------- |  | ---------------------- |  |  |  | 
|Year |  | High (date)            |  | Low (date)            
|     |  |                        |  |                       
|1999 |  | 10.54 (on December 13) |  | 8.75 (on November 24) 
|2000 |  | 10.67 (on January 3)   |  | 6.63 (on August 30)   
|2001 |  | 8.00 (on April 18)     |  | 4.30 (on September 28)
|2002 |  | 4.55 (on January 15)   |  | 2.32 (on October 16)  
|2003 |  | 5.39 (on December 30)  |  | 1.83 (on March 17)    

The quarterly high and low market prices of the
Banks ADRs on the New York Stock Exchange are shown below,
expressed in U.S. dollars.

|        |  |                       |  |                      |  |  |  | 
|------- |  | --------------------- |  | -------------------- |  |  |  | 
|Quarter |  | High (date)           |  | Low (date)          
|        |  |                       |  |                     
|Q4 2002 |  | 3.09 (on November 14) |  | 2.32 (on October 16)
|Q1 2003 |  | 2.70 (on January 6)   |  | 1.83 (on March 17)  
|Q2 2003 |  | 3.74 (on June 17)     |  | 1.97 (on April 3)   
|Q3 2003 |  | 4.56 (on August 25)   |  | 3.32 (on July 1)    
|Q4 2003 |  | 5.39 (on December 30) |  | 3.85 (on October 1) 
|Q1 2004 |  | 6.14 (on January 21)  |  | 4.90 (on March 11)  

The monthly high and low market prices of the
Banks ADRs on the New York Stock Exchange for the six most
recent months are shown below, expressed in U.S. dollars.

|              |  |                       |  |                       |  |  |  | 
|------------- |  | --------------------- |  | --------------------- |  |  |  | 
|Month         |  | High (date)           |  | Low (date)           
|              |  |                       |  |                      
|December 2003 |  | 5.39 (on December 30) |  | 4.33 (on December 12)
|January 2004  |  | 6.14 (on January 21)  |  | 5.04 (on January 29) 
|February 2004 |  | 6.00 (on February 21) |  | 5.41 (on February 3) 
|March 2004    |  | 5.85 (on March 8)     |  | 4.90 (on March 11)   
|April 2004    |  | 6.24 (on April 2)     |  | 5.22 (on April 15)   
|May 2004      |  | 6.25 (on May 28)      |  | 5.53 (on May 10)     

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No significant trading suspensions with respect
to the Banks shares have occurred on the ATHEX during the
past three years ended December 31, 2001, 2002 and 2003,
nor have any significant trading suspensions with respect to the
Banks ADRs occurred on the New York Stock Exchange since
the Banks listing thereon in October 1999.

B.  Plan of Distribution

Not applicable.

C.  Markets

The Banks shares are listed on the ATHEX,
as well as the Copenhagen Stock Exchange and Luxembourg Stock
Exchange. In addition, the Banks Global Depositary
Receipts are listed on the London Stock Exchange and its ADRs
are listed on the New York Stock Exchange.

The Athens Exchange (ATHEX)

General

The Athens Exchange (formerly known as the Athens
Stock Exchange (ASE)) was established in 1876, with Greek
Government bonds and the shares of the Bank as the first
securities to be traded on the ATHEX. Four years later, the
ATHEX officially opened as an exchange, following the election
of its first board of directors. In 1988, the ATHEX created a
new market, known as the Parallel Market, to help smaller and
newly established companies issue shares to the public.
Historically, these companies were unable to meet the stricter
listing criteria of the Main Market. In 1999, a new market, the
New Stock Market (NEHA) was created for the listing of the
shares of small and medium innovative companies with potential
for rapid growth.

The Athens Exchange has operated continuously
since 1880 and established a number of subsidiaries, including
the Thessaloniki Stock Exchange Center, whose purpose is to
facilitate the listing on the Main, Parallel and New Markets of
companies operating in Northern Greece and trading, through the
Athens Exchange trading system, by investors residing in
Northern Greece and the operation of the fourth market of the
Athens Exchange, the Greek Market of Emerging Capital Markets
(EAGAK), created in 2000. Additionally, the Athens Exchange has
established the Systems Development and Support House of the
Capital Markets, known as the ASYK, and the Capital
Market Training Center, the purposes of which are, respectively,
the proposal of measures for modernizing and enhancing the
capital market infrastructure in Greece and the provision of
educational support to persons involved in capital market
activities. In 1995, the Athens Exchange corporate status was
transformed into a company limited by shares
(société anonyme). Today, the majority of the
shares in the Athens Exchange (ATHEX), the Athens Derivatives
Exchange Clearing House, and Central Securities Depositary (CSD)
and the majority of the shares in the aforementioned companies
are controlled by a holding company trading as Hellenic
Exchanges Société Anonyme (HELEX), which was formed on
March 29, 2000. HELEX has a share capital of
358.9 million,
divided into 71,088,173 ordinary registered shares with nominal
value of 5.05
each which are listed and traded on the main market of the
Athens Exchange and held by banks, institutional investors,
listed companies and retail investors.

For the year ended December 31, 2003, the
average daily value traded on the ATHEX was
 141
million. From January 1, 2004 to March 31, 2004, the
average daily value traded on the ATHEX was
 181
million. On March 31, 2004, 361 companies had shares listed
on the Main, New and Parallel Markets of the ATHEX. In relation
to the market capitalization of the ATHEX, on March 31,
2004:



| |   |                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 232 companies had 256 shares listed on the
    Main Market of the ATHEX, 121 companies had 123 shares
    listed on the Parallel Market and eight companies had eight
    shares listed on the NEHA;
|
| |  | the total market capitalization was
    87 billion;                                                                                                                                                
|
| |  | the top 25 companies accounted for 70.5% of the
    total market capitalization; and                                                                                                                
|
| |  | the Groups market capitalization was
    5.5 billion
    or 6.3% of the total market capitalization on the ATHEX.                                                                                 

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The Greek capital market and the Athens Exchange
in particular are regulated under a series of laws enacted by
the Greek Parliament, decisions and regulations issued by the
Ministry of Economy and Finance, the board of directors of the
Hellenic Capital Market Commission, and the board of directors
of the Athens Exchange. Following authorization by law 3152/2003
the Athens Exchange issued on June 8, 2004 the Athens
Exchange Regulation (the Regulation) which came into
effect on June 16, 2004. The Regulation contains in a
consolidated form provisions which were previously included in a
large number of decisions that were issued by ATHEX itself and
certain other competent bodies (such as but not limited to, the
former Derivatives Exchange) either in their original form or
amended. On May 31, 2001, the Athens Exchange was upgraded
by the Morgan Stanley Composite Index from emerging to developed
market status.

Finally, the creation of stock and derivatives
exchanges in addition to the ATHEX has been permitted in the
Hellenic Republic pursuant to Law 3152/2003. The operating
license of these exchanges is granted by the Hellenic Capital
Markets Commission, provided these exchanges fulfill certain
capital and other requirements set forth in that law and in a
ministerial decision of the Minister of Economy and Finance yet
to be issued.

Membership of the Athens Exchange

Membership is required for brokerage firms in
order to effect transactions on the ATHEX. As at March 31,
2004, there were 96 members of the ATHEX, the vast majority of
which are brokerage firms limited by shares
(société anonyme). Membership is subject to
approval by the ATHEX board of directors and licensing by the
Hellenic Capital Markets Commission. In addition, brokerage
firms must appoint at least one official representative who is
authorized to conduct ATHEX transactions. Such representative
must fulfill certain qualifications required by law and pass an
examination given by the Hellenic Capital Markets Commission.
For companies established in Greece, the minimum capital
requirement in order to obtain a license to operate a brokerage
firm or an Investment Services Firm and qualify as an Athens
Exchange member is
0.9 million.

ATHEX members may engage in transactions through
the Automated Exchange Trading System (OASIS), an
electronic trading system, on behalf of their clients or on
their own behalf. Brokerage firms and Investment Services Firms
with a share capital in excess of
2.9 million
are also permitted to provide underwriting and market making
services. Pursuant to the EU Investment Services
Directive 93/22/EC (EU ISD), implemented
in Greece in April 1996 pursuant to Law 2396/1996,
investment services may be provided in Greece by Investment
Services Firms established in Greece with a minimum share
capital of
 0.6
million, or
2.9 million
if engaging in underwriting, that have received an appropriate
operating license from the Hellenic Capital Markets Commission,
as well as by European Union Investment Services Firms
benefiting from a European passport in accordance
with the EU ISD and Law 2396/1996. Investment services within
the scope of the EU ISD include the receipt and transfer of
orders from investors to effect stock exchange transactions, the
execution of such orders (or engagement in stock exchange
transactions on behalf of client investors) and the
underwriting, in total or in part, of an issue of securities. In
addition, the Hellenic Capital Markets Commission has recently
introduced rules relating to the performance of portfolio
management by Investment Services Firms. Orders
Companies are companies that are only allowed to receive
and transfer their clients orders to Investment Services
Firms, and are prohibited from dealing in Athens Exchange
transactions on behalf of their client or from acting as a
custodian for their clients shares or cash. The receipt
and transfer of shares by Orders Companies is governed by Law
2396/1996 and the Hellenic Capital Markets Commissions
decisions.

Stock Market Indices

The ATHEX Composite Index is the most commonly
followed index in Greece. It is a market capitalization-based
index that tracks the share price movement of 60 leading Greek
companies. The Bank constituted approximately 9.8% of the index,
as at May 28, 2004.

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The table below sets out the movement of the
ATHEX Composite Index. The highs and lows are for the periods
indicated and the close is on the last trading day of the period.

|                            |  |      |         |     |  |       |         |  |  |  |         | 
|--------------------------- |  | ---- | ------- | --- |  | ----- | ------- |  |  |  | ------- | 
|Year                        |  | High |         | Low |  | Close
|                            |  |      |         |     |  |      
|1993                        |  |      | 958.7   |     |  |       | 667.7   |  |  |  | 958.7   | 
|1994                        |  |      | 1,194.6 |     |  |       | 804.4   |  |  |  | 868.9   | 
|1995                        |  |      | 992.6   |     |  |       | 787.7   |  |  |  | 914.1   | 
|1996                        |  |      | 1,026.0 |     |  |       | 870.9   |  |  |  | 933.5   | 
|1997                        |  |      | 1,794.1 |     |  |       | 933.5   |  |  |  | 1,479.6 | 
|1998                        |  |      | 2,825.6 |     |  |       | 1,380.1 |  |  |  | 2,737.6 | 
|1999                        |  |      | 6,355.0 |     |  |       | 2,798.2 |  |  |  | 5,535.1 | 
|2000                        |  |      | 5,794.8 |     |  |       | 3,071.8 |  |  |  | 3,388.9 | 
|2001                        |  |      | 3,456.0 |     |  |       | 1,997.8 |  |  |  | 2,591.6 | 
|2002                        |  |      | 2,655.1 |     |  |       | 1,704.7 |  |  |  | 1,748.4 | 
|2003                        |  |      | 2,326.6 |     |  |       | 1,462.2 |  |  |  | 2,263.6 | 
|2004 (through May 28, 2004) |  |      | 2,559.6 |     |  |       | 2,259.3 |  |  |  | 2,423.7 | 




Source: ATHEX Statistical
Department

Another composite index, called the FTSE/ASE-20,
was introduced in September 1997. This index is made up of the
20 largest companies by market capitalisation listed on the
ATHEX, including the Bank. The Bank constituted approximately
17.1% of the FTSE/ASE-20 Index, as at May 28, 2004. On
December 9, 1999, another composite index was introduced,
the FTSE/ASE Mid40, which is made up of 40 medium capitalization
companies (i.e. the 40 largest companies by capitalization,
ranking after those listed on the FTSE/ASE-20, according to
Ground Rules for the Management of the FTSE/ASE 20, FTSE/ASE Mid
40 and FTSE/ASE SmallCap Indices). On June 1, 2001 the
FTSE/ASE SmallCap 80 composite index was introduced, which is
made up of 80 small capitalization companies (i.e. the 80
largest companies by capitalization ranking after those listed
on the FTSE/ASE 20 and FTSE/ASE Mid 40 Indices). On
January 2, 2003 the FTSE/ASE 140 composite index was
introduced, a new benchmark comprising the constituents of the
FTSE/ASE 20, 40 and Small Cap, tracking their cumulative
performance exactly.

Morgan Stanley Capital International, also known
as MSCI, reviewed the composition of its Greek Index
in view of Greeces reclassification among developed
markets. The new index is part of the matured indices
group as of May 31, 2001. The reclassification of the MSCI
Greece Index to the standard MSCI Developed Market Index Series
resulted in a net market capitalization increase of 0.46% and
0.13% in the MSCI Europe Index and the MSCI Standard All Country
World Free Index, respectively. The MSCI Greek Index is
currently made up of 19 companies listed on the ATHEX, including
the National Bank of Greece. The weighting of NBG to the MSCI
Greece Index following the Annual Full Country Index Review as
of May 2004, is currently 15.44% (closing of June 1, 2004).

Trading on the ATHEX

Trading on the ATHEX takes place every week from
Monday to Friday, except for public holidays. The daily trading
session starts at 11:00 a.m. and ends at 4:00 p.m.,
Athens time. The ATHEX consists of five separate markets: the
Main Market (where the vast majority of securities is traded),
the Parallel Market (for smaller companies, which may not
satisfy the stricter listing criteria of the Main Market), the
New Market named NEHA (for small and medium, innovative
companies with potential for rapid growth), EAGAK (for the
trading of Greek depository receipts) and the Fixed Income
Securities Market (for the trading of fixed income
securities, such as government and corporate bonds).

The Athens Exchange has recently introduced new
rules regarding the trading of shares and other securities
listed on the Main Market, the Parallel Market, NEHA and the
Fixed Income Securities Market. In general, under these rules,
the trading of shares on the Athens Exchange is conducted
through the remote placing of orders into OASIS from the Athens
Exchange member offices on the basis of four general trading
methods, three special trading methods and three major trading
models. Depending on the trading method and model, the period of
time

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during which buy and sell orders can be placed
into OASIS and subsequently executed varies between
10:30 a.m. and 4:30 p.m. (Athens time).


On June 1, 2001, the Athens Exchange
introduced a two-scaled price fluctuation limit. In principle,
all securities prices are eligible to +/-12% fluctuations
from the closing price of the preceding trading session.
However, if the price of a security remains at the best bid
offer (i.e., all incoming purchase orders at limit up or sale
orders at limit down) for 15 minutes then the +/-12% limit
is extended by a further 6%. Thus, on aggregate, the price of a
security listed on ATHEX on a certain day is not permitted to
fluctuate more than 18% from its closing price on the previous
day. The 6% expansion applies only to securities of the
continuous trading state. The price fluctuation of securities of
the auction market is limited to the +/-12% range. Newly listed
securities are allowed to fluctuate freely during the first
three sessions of their listing.

Block trades of shares with a value exceeding
0.6 million,
or representing at least 5.0% of a listed companys share
capital, may be conducted through the Athens Exchange by
following a special procedure under which the parties involved,
the number of shares to be sold and the price range are
pre-agreed. There is a limit to the number of parties involved
in a block trade; in particular, up to three persons may
participate as either buyers or sellers, with only one person on
the other side of the trade. This limitation in the number of
parties involved does not apply to block trades made in the
context of new listings or offerings of existing shares. Block
trades may take place at prices that follow certain rules based
on the price deviation percentage from the latest traded price
and if no such price exists, the closing price for the shares on
the previous session:



| |   |                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------
| |  | At the current price of the share, when the value
    of the block trade ranges from
    0.6 million
    to
    1.1 million;                  
|
| |  | At 5.0% from the current price of the share, when
    the value of the block trade ranges from
    1.1 million
    to
    2.3 million;
    and
|
| |  | At 10.0% from the current price of the share,
    when the value of the block trade exceeds
    2.3 million.                                   

Price limitations do not apply in the following
circumstances:



| |   |                                                                                                                                                                                                                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | When the shares traded represent more than 20.0%
    of the total number of shares of a particular category (i.e.
    preferred or common);                                                                                                                                                                                                                       
|
| |  | For simultaneous transfers of shares of more than
    one category between the same parties, provided the percentage
    of the total shares offered or requested equals or exceeds 30.0%
    of the share capital of the issuer, irrespective of the
    percentage per category of shares transferred;                                                          
|
| |  | For block trades exceeding
    29,3 million
    of (i) the majority of the Hellenic Republic owned listed
    companies shares or (ii) shares of listed companies
    with total assets exceeding
    1.5 billion;                                                                                                                                             
|
| |  | For block trades relating to the sale of shares
    representing at least 10.0% of the total paid-up share capital
    of a listed company having total market capitalisation of at
    least
    14.7 million,
    and conducted pursuant to specific offering procedures set forth
    through a decision of the board of directors of the Athens
    Exchange;
|
| |  | For transfers of share blocks in the context of
    an initial public offering or in the context of an initial
    public offering and a private placement as long as they are
    regulated by an ad hoc Athens Exchange board of directors
    decision; and                                                                                                   
|
| |  | For transfer of share blocks by underwriters who
    acquired shares for stabilization purposes to shareholders that
    previously sold the shares for the same purposes in the context
    of an initial public offering or in the context of an initial
    public offering and a private placement.                                                           

For the purposes of calculating the allowed price
deviation for a block trade, all block trades effected
simultaneously are aggregated in order to determine the block
trade size, provided that the selling parties do not appear as
buying parties in other block trades aggregated under this rule.

All prices of completed block trades are
communicated to the Athens Exchange members through OASIS and
published in a separate section of the Official List of the
Athens Exchange, although such prices are not

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shown as the last traded price. Trades are noted
in the official register of the Athens Exchange, and all
information on bids and offers is made available to Telerate and
Reuters on a continuous basis.


Shares may be traded in lots of 1, 5, 10 and 25
shares according to the trading lot size of each security. The
Companys ordinary shares are traded in lots of 10. Prices
of all securities listed on the Athens Exchange are published in
the Official List of the Athens Exchange.

Over the counter transactions involving listed
securities are limited. The most notable exception is that
shares representing up to 0.5% of the total number of shares of
the same class of a listed company may be traded outside the
scope and the procedures of the Athens Exchange, provided that
none of the sellers or purchasers are professionally engaged in
securities trading and provided this trade is settled in cash.

Pursuant to PD 51/1992, when, as a result of a
transfer of shares listed on the Athens Exchange, a person owns
or indirectly controls a percentage equal to or in excess of
5.0%, 10.0%, 20.0%, 1/3, 50.0% or 2/3 of the voting rights of
the relevant company, or such ownership or control falls below
these levels, the holder is required to notify the company and
the Hellenic Capital Markets Commission of his holdings and
percentage of voting rights in writing within one calendar day.
When a person holds an interest of more than 10% of the voting
rights of a company whose shares are listed on the Athens
Exchange or is a member of the board of directors and that
persons interest increases or decreases by more than 3%
(or 1.5% when the shares of the company have been listed on the
Athens Exchange for less than 12 months) of the total
voting rights in the company, then that person is similarly
required to notify the company and the Hellenic Capital Markets
Commission the next calendar day. Furthermore, members of the
board of directors are similarly required to notify the company
and the Hellenic Capital Markets Commission within the next
calendar day if their total transactions in one calendar day
exceed
293,470.29.

Settlement, Clearance and the Central
Securities Depository

Settlement of both registered and bearer shares
listed on the ATHEX is effected through the Central Securities
Depository. The Central Securities Depository is responsible for
settling and clearing ATHEX transactions, and holding the shares
deposited with it in book entry form. The Central Securities
Depository is administered by a seven member board of directors.
Its shareholders consist of the ATHEX and HELEX.

Book entry of listed shares was introduced by
virtue of Law 2396/1996, as amended. The dematerialisation of
Greek shares commenced in March 1999, with the market becoming
fully dematerialised in December 1999.

To participate in the dematerialised system of
securities (SAT) each investor is required to open a
dematerialisation account, which is identified by a
dematerialised account number (SAT account).
Shareholders who wish to open a SAT account can appoint one or
more Athens Exchange members or custodian banks as authorized
operators (Operators) of their SAT accounts. Only
Operators have access to information concerning a SAT account
such as account balances.

The clearance procedure through the Central
Securities Depository consists of three principal stages:



| |   |                                                                                                                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | First, the notification by the Athens Exchange to
    the Central Securities Depository of the transactions concluded
    within each trading day;                                                                                                                                                          
|
| |  | Second, the notification by the Operators of the
    SAT account of the seller and the buyer of the number of shares
    to be debited and credited to their respective SAT accounts.
    Following the notification of the SAT account of the seller the
    shares sold are blocked for transfer purposes.

Furthermore, the system ensures that the shares
sold are debited from the SAT account of the seller and credited
to the SAT account of the buyer. Under Greek law, a person is
prohibited from entering into sales of shares on the Athens
Exchange if such person does not have full and unencumbered
title to, and possession of, the shares being sold at the time
the order is matched, except in the context of short sale
transactions conducted strictly in accordance with the rules
issued by the Hellenic Capital Market Commission; and



| |   |                                                                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Third, settlement of the transaction is effected
    by delivery versus payment on a multilateral basis. Bilateral
    settlement is also possible in exceptional circumstances, in
    particular in block trades. The

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| |  |                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | transfer of shares is effected by debiting the
    SAT account of the seller and crediting the SAT account of the
    buyer on the settlement date. The settlement and clearing of
    shares in book entry form is carried out by the Central
    Securities Depository on the third day after the trade day
    (T+3). In the case of block trades, the settlement may take
    place from T+0 to T+3.

The Athens Exchange may invalidate a transaction
if it considers it necessary for the protection of the
investors, in particular in cases of fraud.

Liabilities of investment services firms
resulting from their trading activities on the Athens Exchange
are guaranteed, up to the amount of
30.000, by the
Athens Exchange Member Guarantee Fund, to which each Athens
Exchange member contributes, and which is operated as a separate
legal entity. In addition, another fund, the Supplementary
Clearing Fund, provides  if the Athens Exchange so deems
 immediate coverage against liabilities of Athens Exchange
members that have forwarded trading orders which result from
delayed clearing due to the fact that shares or cash have not
been delivered. The manager and custodian of the Supplementary
Clearing Fund is the Athens Exchange.

Settlement and Clearance through Euroclear and
Clearstream Banking

If any investor elects to hold its ordinary
shares through Euroclear Bank S.A./N.V. as operator of the
Euroclear System (Euroclear) and Clearstream
Banking, société anonyme (Clearstream
Banking), its ordinary shares will be held in accordance
with the applicable terms and conditions and operating
procedures governing use of Euroclear or Clearstream Banking, as
amended from time to time. Any investor who so holds ordinary
shares shall have the right to receive the number of ordinary
shares so held, upon compliance with the foregoing terms,
conditions and operating procedures of Euroclear or Clearstream
Banking, subject to the applicable provisions of Greek law.

With respect to ordinary shares that are held
through Euroclear or Clearstream Banking, such ordinary shares
will be initially registered in the name of a nominee of
Euroclear or Clearstream Banking, or in the name of its
respective custodian located in the Hellenic Republic, as the
case may be. Thereafter, investors may have direct access to
ordinary shares so held, upon payment of the applicable fees and
taxes described below, if any, compliance with the applicable
provisions of Greek law regarding transfer of ownership of such
ordinary shares (which may restrict the transfer of the ordinary
shares to the investor at the price it paid for such ordinary
shares) from Euroclear or Clearstream Banking or their nominee
or respective custodian located in the Hellenic Republic, as the
case may be, and obtaining the relevant recording in the
book-entry registry kept by the Central Securities Depository.

Under Greek law, only the record holder of the
ordinary shares (according to the registry kept by the Central
Securities Depository) is considered to be the owner of the
ordinary shares and as a result entitled to sell, create a
security interest over or otherwise deal with the ordinary
shares, or receive dividends and other distributions and to
exercise voting, pre-emptive and other rights in respect of such
ordinary shares. Euroclear or Clearstream Banking or its
respective nominee or custodian located in the Hellenic Republic
will be sole record holders of the ordinary shares held through
Euroclear or Clearstream Banking until such time as investors
exercise their rights to cause them to transfer ownership of the
ordinary shares in accordance with the applicable provisions of
Greek law and obtain the recording of the investors
ownership of the shares in the book-entry registry kept by the
Central Securities Depository.

Proceeds from the sale of ordinary shares, cash
dividends or cash distributions, as well as stock dividends or
other distributions of securities, received in respect of the
ordinary shares that are registered with the Central Securities
Depository in the name of Euroclear or Clearstream Banking or
its respective nominee or custodian located in the Hellenic
Republic will be credited by Euroclear or Clearstream Banking to
the cash accounts maintained on behalf of the investors or their
custodians at Euroclear or Clearstream Banking, as the case may
be, after deduction for applicable withholding taxes, in
accordance with the applicable terms, conditions and procedures
of Euroclear or Clearstream Banking and the laws of the Hellenic
Republic.

Euroclear and Clearstream Banking will endeavour
to inform investors of any significant events of which they have
notice affecting the ordinary shares recorded in their name or
their respective nominee or custodian

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located in the Hellenic Republic and requiring
action to be taken by investors. Each of Euroclear and
Clearstream Banking may, at its discretion, take such action as
it deems appropriate in order to assist investors to direct the
exercise of voting rights in respect of the ordinary shares.
Such actions may include: (i) acceptance of instructions
from investors to execute or to arrange for the execution of,
proxies, powers of attorney or other similar certificates for
delivery to us or our agent; or (ii) voting of such shares
by Euroclear or Clearstream Banking or their respective nominee
or custodian located in the Hellenic Republic in accordance with
the instructions of investors, subject to compliance with the
applicable provisions of Greek law.


If we offer or cause to be offered to Euroclear
or Clearstream Banking or its respective nominee or custodian
located in the Hellenic Republic, as the record holders of the
ordinary shares, any rights to subscribe for new ordinary shares
or rights of any other nature with respect to the ordinary
shares, each of Euroclear and Clearstream Banking will endeavour
to inform investors of the terms of any such rights issue of
which it has notice in accordance with the provisions of the
regulations and procedures referred to above. Such rights will
be exercised, insofar as practicable and permitted by applicable
law, according to written instructions received from investors,
such rights may be sold and, in such event the net proceeds will
be credited to the cash account maintained on behalf of the
investor or its custodian with Euroclear or Clearstream Banking,
as the case may be. Beneficial holders of ordinary shares held
through either Euroclear or Clearstream Banking will be subject
to the settlement procedures of that clearing system and may
experience delays in the trading and settlement as compared with
holders of ordinary shares through an Athens Exchange member or
authorised operator.

Pursuant to currently applicable Greek
regulations, Euroclear will be required to notify the Athens
Exchange if the percentage of our ordinary shares held by its
nominee is more than 5% of the outstanding share capital. Any
trade that may result in Euroclear or its nominee holding in
excess of this threshold may in certain cases be rejected. In
such event, the acquiror would be required to hold the shares in
question either through a SAT account with the Central
Securities Depository or through Clearstream Banking or its
custodian located in the Hellenic Republic.

Code of Conduct of Listed Companies

The Hellenic Capital Markets Commission (HCMC)
has introduced a framework of regulations (Decision
No. 5/204/14.11.2000) concerning conduct of listed
companies on the ATHEX and of persons related to them.

The regulations state that every listed company
is under the obligation to inform investors of every event, the
disclosure of which is expected to affect the course of its
shares, unless it has received approval by the ATHEX Board of
Directors to be exempted from this procedure. In effect,
pre-announcement of acquisition or assignment of percentage of
basic shares is provided for, as well as the notification of
trading by members of the Board of Directors thirty
(30) days prior to the closing date of quarterly financial
statements (i.e. when the financial statements of the companies
have not yet been published). Every shareholder that owns a
percentage of 5% of a newly listed company on the ATHEX is under
the obligation to announce any intentions regarding the
following six months and declare the related pursued volume of
trading in the IPO prospectus. Moreover, shareholders holding a
stake of at least 10% of the share capital of a listed company
are obliged to pre-announce transactions that concern a
percentage of at least 5% for a total period of three months.

In any case, listed companies have the obligation
to take all necessary measures and put in force all internal
procedures required to keep confidential the contents of the
announcements, until their publication, as well as to minimize
the number of executives taking part in discussions and in
general, secure that confidential information is not abused.

Foreign Investment

There are currently no exchange controls in
Greece that would restrict the payment of dividends or other
capital distributions to a holder of Shares outside Greece, and
there are currently no restrictions in Greece that would affect
the right of a non Greek holder of Shares to dispose of his
ordinary shares and receive the proceeds of such disposal
outside Greece.

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Greek Law 2533/1997: Formation of Additional
Exchanges

Greek Law 2533/1997 established two organized
markets within the ATHEX:



| |   |                                                  
| | - | -------------------------------------------------
| |  | the Greek Market of Emerging Capital Markets; and
|
| |  | the Fixed Income Instruments Market.             

The Greek Market of Emerging Capital Markets is a
parallel market where Greek depositary receipts, units of
emerging markets investment funds, and shares of
emerging markets investment companies are traded.
The Fixed Income Instruments Market was created to attract some
of the trading volume in government bonds. Previously, almost
all trading in government bonds took place in the
over-the-counter market.

In 1998, Greek Law 2651/1998 significantly
modified the listing requirements on the ATHEX, as well as the
placement requirements (increasing the minimum requisite
allocation to the public to 25% of total company shares, as far
as the main market is concerned) and the underwriters
liability. This law also introduced stabilization and
book-building procedures. The Underwriting Regulation was
introduced in December 1998, regulating the conduct,
responsibility and liability of underwriters and third parties
engaging in the underwriting process, including stabilization.

Greek Law 2733/1999: Formation of the
New Market

Pursuant to the provisions of Greek Law
2733/1999, a new stock market (the New Market or
NEHA) has been formed on the ATHEX so that shares of
medium capitalization dynamic or innovative companies, not
listed on the Main Market or the Parallel Market of the Athens
Stock Exchange, can be listed. Greek Law 2733/1999 has
introduced the role of the market maker in the New Market. In
accordance with this law, a company listed on the New Market is
required to appoint at least one market maker. In accordance
with Greek Law 2733/1999, decisions of the Hellenic Capital
Market Commission with respect to market making activities
provide for market makers functional operations,
qualifications, licensing, supervision, special duties and
contractual relationship with the company for which it makes
market.

A market makers role regarding a listed
companys shares can be assigned to any member of the ATHEX
who satisfies capital and functional adequacy criteria specified
in the Hellenic Capital Market Commission decision, and
following ATHEX approval. Additionally, by special agreement
with the listed company, the market maker must acquire a minimum
amount of listed shares and must contractually agree to fulfill
market making duties for at least three years. In any case, the
listed company preserves the option to assign market making
duties to more than one ATHEX members, while each ATHEX member
can perform market making activities for various listed
companies.

The role of the market maker is to enhance
liquidity of the shares of the relevant company listed on the
New Market by quoting buy and sell orders simultaneously on the
ATHEX with a maximum spread defined by the Hellenic Capital
Markets Commissions decisions. To increase transparency,
the market makers activities are conducted by licensees
using exclusive market making accounts, while proprietary
trading for that stock is prohibited. The market maker must
always ensure that sufficient cash and stock reserves are
available to perform its duties. The market maker can avoid
placing simultaneous orders only in exceptional cases, following
specific ATHEX approval.

First introduced as a mandatory listing
requirement for shares listed on the New Market by Greek Law
2733/1999, market making provisions were subsequently designated
as optional for shares listed on the ATHEX Main and Parallel
Markets by Greek Law 2843/2000.

Greek Law 2733/1999, inter alia, provides that
credit institutions or investment services companies which, by
virtue of Greek Law 2396/1996 have been granted a license to
provide underwriting services, are appointed as underwriters by
the issuer whose shares are to be listed on the New Market of
the ATHEX.

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The Athens Derivatives Exchange

In 1997, Greek Law 2533/1997 created a
derivatives exchange modeled after other European derivatives
exchanges. According to this law, the Athens Derivatives
Exchange, known as ADEX, operated separately from
the ATHEX, was organized as a corporate entity with a share
capital of
8.8 million.
In 2002, by virtue of Law 2937/2001, ADEX S.A. merged with ASE
S.A.

Since its commencement in August 1999, the ADEX
has greatly evolved, with new products, increased volume, and
more market participants. The ADEX quotes two major indexes and
their futures series, the blue chip FTSE 20 and the mid-cap FTSE
40. One basis point in the FTSE 20 is worth
5, while one
basis point in the FTSE 40 is worth
25. The initial
margin required is 13%. The total average daily volume on
futures this year is approximately 11,000 contracts with a peak
of 21,000. Nominally this accounts for approximately 60% of the
daily cash volume generated by the FTSE 20 and FTSE 40 stocks or
35% of the daily cash volume generated by the general Athens
Exchange Index of 56 ATHEX stocks. This volume is evenly divided
between individual market participants and local market makers.
Options on the FTSE 20 have been quoted since mid-September 2000
and interest in options has been growing as market participants
gain familiarity with the product. The average daily trading
volume in the first five months of 2003 was 6,000 contracts.
Options on the FTSE 40 began in June 2001, but liquidity has
remained low since that time. In June 2001, the ADEX established
a stock borrowing and lending facility with Hellenic
Telecommunications Organization S.A. contracts attracting most
of the interest. In November 2001, the ADEX began offering
future contracts in relation to equity securities, with Hellenic
Telecommunications Organization S.A. and Alpha Bank being the
most actively traded.

Stock Lending and Short Selling

In connection with the development of the Greek
capital markets, the ATHEX, in cooperation with, the Athens
Derivatives Exchange Clearing House (or ADECH) and
the CSD, are developing the ability for investors to engage in
stock lending transactions, by short selling of shares listed on
the ATHEX, with a simultaneous or previous borrowing of shares
to be sold by the ADECH. The stock lending from the ADECH is
made through an agreement of purchase of shares with a stock
reverse repo through trading of the corresponding product. The
new investment tool is expected to present multiple advantages
as regards the liquidity and reliability of the market. More
specifically, it is expected to help in the rationalization of
prices of shares and the reduction of volatility, since
investors who do not hold shares in a company will be able to
trade in those shares. At the same time, this new product will
contribute to the more rational connection of the price of the
derivatives market with those of the ATHEX. Short selling
through borrowing will also aid in effective portfolio
management internationally. Finally, through the product of
securities selling agreements to ADECH with a stock repo of the
ADEX, investors with long-term portfolios will be in the
position to lend their shares to ADECH, expecting further income
(resulting from interest) from their investment.

Greek regulatory authorities are currently
developing regulations regarding the use of this investment
tool. More specifically, on May 10, 2001 the Hellenic
Capital Markets Commission (or HCMC) board of
directors approved a decision regarding the necessary amendments
in the regulation of the DSS operation concerning the clearing
of short selling and securities borrowing products on the ADEX.
Following this, the ATHEX board of directors recommended to the
CMC board of directors the method of realization of short
selling. The HCMC issued its Decision regarding the realization
of short selling on May 17, 2001.

Margin Accounts

The purchase of shares on credit (margin
accounts) will be made available by members of the ATHEX to
their clients/ investors, using their investments as collateral,
pursuant to a written agreement between the ATHEX member and its
client. The provision of credit is possible following the
completion of the relevant regulatory framework, i.e., decisions
of the Hellenic Capital Market Commission, in accordance with
article 6 paragraph 1 of Greek Law 2843/2000, the
amendments of the DSS Regulation, as well as the Act of the
Governor of the Bank of Greece, in accordance with the
article 6 paragraph 2 of the Greek Law 2843/2000.

Under Greek Law 2843/2000, the initial margin is
set to 50% (minimum) of the market value of the investors
collateral portfolio. This percentage level can be
changed by act of the Governor of the Bank of

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Greece after a decision by the Board of Directors
of the HCMC. It should be noticed that the ATHEX members have
the flexibility to require higher initial and maintenance
margins provided that the investor is given prior notice and an
express provision is included in the relevant contract.


Pursuant to Act No. 2474/31.5.2001, as
amended by Act No. 2552/23.6.04, of the Governor of the
Bank of Greece, the maintenance margin on brokerage margin
accounts is set at 35% of the market value of the
investors collateral portfolio whereas
investors buying shares on margin can borrow funds up to a limit
of 1,000,000.
According to this Act, the same limit applies to credit
institutions offering credit to individuals to finance stock
purchases.

Margin accounts will contribute to the
improvement of the liquidity of the market. They enable the
investor to buy new shares by offering as collateral
the shares that composed his or her initial portfolio. Investors
generally use margin accounts to increase their purchasing power.

D.  Selling Shareholders

Not applicable.

E.  Dilution

Not applicable.

F.  Expenses of the Issue

Not applicable.




ITEM
10     ADDITIONAL INFORMATION

A.  Share Capital

On November 15, 2000, the fourth tranche of
the Mandatorily Convertible Bonds converted into 6,461,096
shares of the Bank. In connection with this conversion, the
Banks share capital increased by GRD 9,368,589,200 or
27,494,025.53.
The Bank subsequently purchased these shares from the Hellenic
Republic on December 15, 2000, and ultimately cancelled
them on May 23, 2001, thereby decreasing its share capital
by GRD 9,368,589,200 or
27,494,025.53,
such that the conversion of the fourth tranche of the
Mandatorily Convertible Bonds had no net effect on the
Banks share capital.

Also in 2001, the Bank increased the nominal
value of its shares from GRD 1,450 or
4.26 to
GRD 1,533.375 or
4.50 per share,
with effect from May 23, 2001. This increase was made in
order to change the nominal value per share as expressed in
drachma to an amount that was conveniently expressed in euro, in
anticipation of the redenomination of the Banks shares in
euro and the withdrawal of the drachma from circulation by
February 28, 2002. The increase in the nominal value of the
Banks shares resulted in an increase of the Banks
share capital of GRD 19,016,207,686 or
55,806,919.11.

On November 15, 2001, the fifth tranche of
the Mandatorily Convertible Bonds that was held by the Bank
converted into 6,461,100 shares of the Bank. In connection with
this conversion the Banks share capital increased by GRD
9,907,289,283 or
29,074,950.21.
However, on December 28, 2001, the Bank cancelled those
shares, thereby decreasing its share capital by GRD
9,907,289,283 or
29,074,950.21,
such that the conversion of the fifth tranche of the Mandatorily
Convertible Bonds had no net effect on the Banks share
capital.

On May 9, 2002, the Banks shareholders
voted at a Repeat General Meeting to approve resolutions to
express the nominal value of the Banks shares and the
Banks share capital in euro only, while they had
previously been expressed in drachma as well as euro.

On November 20, 2002, the Banks share
capital was increased by
17,057,403
resulting from the contribution of
8,086,472.32 in
connection with the merger by absorption of ETEBA, the
Banks investment banking subsidiary in Greece, and from
the capitalization of
8,970,930.68 of
the share premium reserve of the Bank (such that the nominal
value of the Banks shares following the ETEBA merger would
remain 4.50).

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On May 9, 2003, the Banks shareholders
at their General Meeting approved the increase in the
Banks share capital by
104,341,945.50
through capitalization of reserves, and the issuance of
23,187,099 new bonus shares to be distributed to the Banks
shareholders in proportion of one new share for every ten shares
held as of the record date, May 30, 2003. Following the
issuance of the bonus shares, the Banks share capital is
1,147,761,382.50,
represented by 255,058,085 fully-paid shares, with nominal value
4.50 per share.

On May 18, 2004, the Banks
shareholders at their Annual General Meeting approved an
increase in the Banks share capital by
344,328,417
through capitalization of reserves and the issuance of
76,517,426 new bonus shares to be distributed to the Banks
shareholders in a proportion of three new shares for every ten
shares held as of the record date, June 10, 2004. Following
the issuance of the bonus shares, on June 18, 2004, the
Banks share capital is
1,492,089,799.50,
represented by 331,575,511 fully-paid shares, with nominal value
4.50 per share.

B.  Memorandum and Articles of
Association

Our Articles of Association (and English
translation thereof), as amended on May 23, 2003, included
as Exhibit 1 to this Annual Report.



| |    |                                                                                                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | The Bank is incorporated under the register of
    Companies Limited by Shares of the Ministry of Trade (currently
    known as the Ministry of Development) under
    No. 6062/06/B/86/01.

The Banks objects and purposes, as defined
in Article 3 of its Articles of Association, are the
following:

The Bank shall engage in all such banking and
financial activities in general, both at home and abroad, as
shall be allowed to banking sociétés anonymes by Greek
and EU legislation as is in force each time.

To the extent permitted by standing legislation,
the Bank may also carry out the said activities on behalf of
third parties, either on a joint venture basis, or in
association with other legal entities or natural persons of any
nationality.

The objects of the Banks activities shall,
in particular, be to:



| |     |                                                                                                                                                                                                                                                
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Extend all types of loans, credits or guarantees;                                                                                                                                                                                              
|
| | (b) | Acquire or assign claims thereunder;                                                                                                                                                                                                           
|
| | (c) | 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) | Borrow funds, obtain credits or guarantees and
    issue bond loans;                                                                                                                                                                           
|
| | (e) | Accept cash deposits or other refundable funds,
    in euro and in foreign exchange or in foreign currency;                                                                                                                                    
|
| | (f) | Purchase, sell, safekeep, manage or collect
    negotiable instruments; also securities (whether quoted on the
    Stock Exchange or not), foreign exchange or foreign currency;                                                               
|
| | (g) | Issue and manage means of payment (credit cards,
    travellers checks and letters of credit);                                                                                                                                                 
|
| | (h) | Participate in security issues and provide
    related services;                                                                                                                                                                               
|
| | (i) | 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 liquidations of companies;
|
| | (j) | Provide intermediary services in the interbank
    markets;                                                                                                                                                                                    
|
| | (k) | Manage portfolios and provide related consulting
    services;                                                                                                                                                                                 
|
| | (l) | Provide credit information reports;                                                                                                                                                                                                            
|
| | (m) | Lease safe deposit boxes;                                                                                                                                                                                                                      

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| |     |                                                                                                                                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (n) | Participate in businesses at home and abroad; and                                                                                                                                
|
| | (o) | Establish associations, foundations and firms to
    engage in cultural, educational and financial activities, as
    well as participate in such organizations already existing.

2.    (a) Article 26
of the Banks Articles defines the general voting powers of
the Banks Board of Directors (which we refer to in this
Annual Report as the Board of Directors,
collectively, and each as a Director). There is no
specific provision in the Articles that speaks directly to a
Directors power to vote on a proposal, arrangement or
contract in which the Director is materially interested.
However, Article 28 of the Banks Articles provides,
in governing remunerative relationships between the Bank and
members of its Board of Directors, that: 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.

(b)   There is no specific
provision in the Banks Articles with respect to the
Directors power, in the absence of an independent quorum,
to vote compensation to themselves or any members of their body.
However, pursuant to Greek Codified Law 2190/1920,
Article 24, compensation to a companys board members
is to be paid out of the companys net profits (after
deductions for ordinary reserves and the amount required for
distribution to shareholders of the first dividend declared for
the relevant financial year, equal to at least 6% of the
companys paid-up share capital) and otherwise must be
approved by a special resolution of the ordinary general meeting
of its shareholders. The amount of compensation granted to a
companys board member, or members, may be reduced by a
Greek court if an objection is raised by shareholders
representing at least one-tenth of the companys share
capital and if the court finds such compensation to be
exorbitant.

Under Article 6 of the Banks Articles,
the general meeting of the Banks shareholders (known as
the General Meeting) may establish a plan for
allocating the Banks shares to the Directors and employees
of the Bank and associated companies in the form of stock
purchase options. The General Meeting will designate, in
particular, the maximum number of shares that may be issued and
the price and allocation terms of the shares. The Board of
Directors will have the power to arrange all other details not
otherwise arranged by the General Meeting, such as the specific
allocation of options to individuals, including Directors.

(c)   The Banks Articles do
not contain any provisions with respect to borrowing powers
exercisable by the Banks Board of Directors, or how such
borrowing powers can be varied.

(d)   The Banks Articles do
not contain any provision with respect to the retirement or
non-retirement of Directors under an age limit requirement.

(e)   The Banks Articles do
not contain any provision with respect to the number of shares
required for Directors qualification.

3.    (a) For a
description of the dividend rights attaching to the Banks
shares, see Item 8.A(8), Financial Information
 Consolidated Statements and Other Financial
Information. Once approved at a General Meeting,
dividends must be paid to shareholders within two months of the
date on which the Banks annual financial statements were
approved. Dividends are forfeited to the Hellenic Republic if
they are not claimed by shareholders within five years following
December 31 of the year in which they were declared.

(b)   Under Article 8 of the
Banks Articles, all of the Banks shareholders have
the right to participate in General Meetings, and the number of
each shareholders votes at such meetings shall be equal to
the number of his or her shares because each of the Banks
shares entitles its holder to one vote.

Pursuant to Article 19 of the Banks
Articles, the Banks Directors are elected by the General
Meeting, with each Director elected for a term of three years.
There is no provision in the Banks Articles with respect
to cumulative voting.

(c)   Rights of the Banks
shareholders to share in the Banks profits are defined by
the Banks dividend policy. See, in this Item 10.B,
3(a), above.

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(d)   On a liquidation of the
Bank, a General Meeting shall appoint three liquidators who
shall, among other things, take an inventory of corporate
assets, draw up and publish a balance sheet in the press and in
the Greek Government Gazette and complete the Banks
outstanding matters. Subsequently, the General Meeting shall
approve the annual financial statements as well as the financial
statements issued upon completion of the liquidation. Upon
completion, the liquidators shall refund shareholders
contributions and distribute the balance of the Banks
liquidated property to the shareholders in proportion to their
paid-up equity holdings.

(e)   Not applicable.

(f)   Not applicable.

(g)   The Banks shareholders
are not liable to further capital calls by the Bank. A
two-thirds quorum and a two-thirds voting majority of the
Banks shareholders would be required to approve any
resolution concerning an increase in shareholders
obligations. See Article 15(2) of the Banks Articles,
which comprise Exhibit 1 to this Annual Report and are
incorporated by reference from the Banks Annual Report on
Form 20-F for the fiscal year ended December 31, 2000.

(h)   There are no provisions in
the Banks Articles that discriminate against any existing
or prospective holder of the Banks shares as a result of
such shareholder owning a substantial number of the Banks
shares. However, subject to EU regulations, new and significant
holdings (concentrations) must be reported to the Greek
Competition Commission according to Greek Law 703/1977, in force.

4.    Decisions with respect
to which the rights of the Banks shareholders may be
changed  including decisions with respect to
increases in the shareholders obligations, increases or
decreases in the Banks share capital, changes in the
method of distribution of the Banks profits and merger or
dissolution of the Bank  are voted upon by the
Banks shareholders at the General Meeting, in accordance
with the provisions of Article 15(2) of the Banks
Articles. The requisite quorum for such decisions is satisfied
when shareholders owning two-thirds of the Banks paid-up
share capital are present or represented. Decisions on such
issues are reached by a two-thirds majority of the votes
represented at the General Meeting, pursuant to
Article 16(2). These conditions are not more significant
than those required by Greek law.

For example, pursuant to Article 5 of the
Banks Articles, whenever the Banks share capital is
increased (unless effected by contribution in kind) or a bond
loan convertible into the Banks shares is issued,
preference rights on the entire new share capital or bond loan
are given to existing shareholders at the time of issue in
proportion to the respective equity holdings of such
shareholders at that time. Such preference rights may be limited
or abolished, however, under Article 5(6) and pursuant to
the procedures of Greek Codified Law 2190/20, Article 13,
Paragraphs 6 and 7.

In addition, pursuant to Greek Codified Law
2190/20, Article 13, the General Meeting may grant to the
Board of Directors the power to increase the Banks share
capital or to issue a bond loan. Such an increase in share
capital may be up to the sum of capital which has been paid up
at the date of the delegation of the power to the Board, and
such an issuance of a bond loan may not exceed half of the sum
of the share capital which has been paid up at such date.

5.    The General Meeting of
the Banks shareholders is to be held at least once a year,
within six months after the end of the Banks financial
year in order, among other things, to approve the annual
financial statements and to discharge Board members and auditors
from liability in respect of their tenure of office in the
relevant year. Extraordinary General Meetings (referred to in
this Annual Report as EGMs) may be convened by the
Board in cases required by law or at other times when a meeting
is deemed appropriate by the Board or pursuant to a request of
holders of 5% or more of the paid-up share capital.
Additionally, an adjourned General Meeting shall be a
continuation of the previous meeting and shall not require
repetition of the publication formalities regarding notice to
shareholders.

Pursuant to Greek law and the Banks
Articles, in order to participate in the General Meeting, either
in person or by proxy, shareholders holding dematerialized
shares not posted in the Special Securities Account should have
their shares blocked, in whole or part, through their Securities
Account Operators, receive from them a Certificate of
Securities Blocking issued by the CSD, and deposit the
certificate with the head office and

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network branch of the Bank or the Banks
Shareholders Department in Athens at least five days prior to
the General Meeting date. Similarly, shareholders holding
dematerialized shares posted in the Special Securities Account
should have their shares blocked, in whole or in part, through a
declaration to the CSD which consequently shall issue and
deliver the Certificate of Securities Blocking. This
certificate must be deposited at the head office and network
branch of the Bank or the Banks Shareholders Department in
Athens at least five days prior to the General Meeting date. By
contrast, shareholders who have not dematerialized their shares
should, at least five days prior to the General Meeting, deposit
such shares with the head office and network branch of the Bank
or with the Deposits and Loans Fund or with any banking
société anonyme in Greece. Shareholders abroad,
in particular, should deposit their shares with the local Bank
branch or representative office or otherwise with another bank
designated by the Board of Directors in convening the General
Meeting. The relevant share deposits receipts should be
delivered to the Bank within the same time limit.


Shareholders who are legal entities should, at
least five days prior to the General Meeting, deposit their
legalization documents provided for by Greek law, unless such
documents have already been deposited with the Bank. If such
documents have already been deposited with the Bank, it is
sufficient to mention in the proxy form where such documents
have been delivered. In the event of voting by proxy, the
relevant proxy documents should be delivered to the Bank at
least five days prior to the General Meeting date. Legal
entities may participate in the General Meeting, designating up
to three persons as their representatives.

Pursuant to Article 12(3) of the Banks
Articles, shareholders that have not complied with the
provisions above may take part in and vote at a General Meeting
only upon permission of such General Meeting.

The quorum requirement is met when shareholders
representing at least 20% of the paid-up share capital are
present or represented at the General Meeting or EGM. If this
requirement is not met, a quorum is met by those represented at
the adjourned meeting, regardless of the paid-up share
represented. The simple majority required for all decisions of
the General Meeting or an EGM is an absolute majority of votes
represented at the meeting, i.e., over 50%.

A two-thirds quorum and a two-thirds voting
majority of the Banks shareholders may be required for
resolutions concerning certain matters, as discussed above, in
Item 10.B(4), and as set forth in Article 15(2) of the
Banks Articles, included in Exhibit 1 to this Annual
Report. The increased quorum requirement for meetings concerning
such resolutions amounts to the number of shareholders
representing two-thirds of the paid-up share capital of the Bank
being present or represented at the first meeting, which drops
to one-half and one-third of the share capital represented at
the second and third adjourned meetings, respectively. The
voting majority for such meetings is two-thirds of the votes
represented at that meeting.

6.    There are no
discriminatory limitations on the rights to own the Banks
shares or exercise voting rights with respect thereto.

7.    There are no provisions
in the Banks Articles that could delay, defer, or prevent
a change in control of the Bank.

8.    There is no specific
provision in the Banks Articles that governs the ownership
threshold above which shareholder ownership must be disclosed.
However, under Greek law, shareholders seeking to acquire
participations in the Banks shares, above certain
thresholds, may be required to notify the Bank, the central
bank, the Hellenic Capital Markets Commission and the ATHEX of
their holdings and percentage of voting rights.

9.    Not applicable.

10.   The conditions imposed by
the Banks Articles with respect to changes in the
Banks share capital are discussed above, in
Item 10.B(4), and are not more significant than those
required by Greek law.

C.  Material Contracts

We have no material contracts, other than
contracts entered into in the ordinary course of business, for
the past two financial years.

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D.  Exchange Controls

All forms of capital movement in Greece have been
deregulated. Foreign investors may purchase securities listed on
the ATHEX as well as government bonds and treasury bills.
Repatriation of capital and dividends and any other income on
securities is fully deregulated.

Custody of Depositary Receipts

Depositary receipts may be placed in the custody
of a bank, a securities company or a brokerage company,
operating legally in Greece, as custodian on behalf of a
shareholder. Banks and securities companies must issue a receipt
to each shareholder for any securities in their custody.

E.  Taxation

The following is a summary of material
U.S. federal income tax consequences of the purchase,
ownership and disposition of shares or ADRs by a
U.S. Holder or non-U.S. Holder (as defined below). For
the purposes of this summary, a U.S. Holder is
(i) an individual citizen of or resident in the United
States, (ii) a corporation or other entity treated as a
corporation for U.S. federal income tax purposes, created
or organized under the laws of the United States or any state
thereof or the District of Columbia, (iii) an estate, the
income of which is subject to U.S. federal income taxation
regardless of its source, (iv) a trust, if (x) a court
within the United States is able to exercise primary supervision
over its administration and (y) one or more
U.S. persons have the authority to control all of the
substantial decisions of such trust. If a partnership holds
shares or ADRs, the consequences to a partner will generally
depend upon the status of the partner and the activities of the
partnership. A partner of a partnership holding shares or ADRs
should consult its tax advisor regarding the associated tax
consequences. A non-U.S. Holder is any
beneficial owner of shares or ADRs that is not a
U.S. Holder. The summary does not purport to be a
comprehensive description of all of the tax considerations that
may be relevant to a decision to purchase shares or ADRs. In
particular, this summary deals only with U.S. Holders that
will hold shares or ADRs as capital assets and does not address
the tax treatment of special classes of U.S. Holders, such
as financial institutions, tax-exempt entities, insurance
companies, persons holding shares or ADRs as part of a
straddle or as part of a synthetic
security or a hedging or conversion transaction,
U.S. expatriates, persons subject to the alternative
minimum tax, dealers in securities, persons that own (or are
deemed to own for U.S. federal income tax purposes) 10% or
more of the voting stock of the Bank, holders who hold shares or
ADRs in connection with a trade, profession or vocation carried
on in Greece (whether through a branch, agency or otherwise) and
holders whose functional currency is not the
U.S. dollar. This summary is based upon current
U.S. federal income tax law, including the
U.S. Internal Revenue Code of 1986, as amended (the
Code), its legislative history, existing and
proposed regulations thereunder, published rulings and court
decisions, and the Convention Between the United States of
America and the Kingdom of Greece (now the Hellenic Republic)
for the Avoidance of Double Taxation and the Prevention of
Fiscal Evasion with Respect to Taxes on Income, with effect from
December 30, 1953, and U.S. Internal Revenue Service
practice as in effect on the date hereof which is subject to
change (possibly with retroactive effect), and in part upon
representations of the depositary, and assumes that each
obligation provided for in or otherwise contemplated by the
American Depositary Receipts and any related agreement will be
performed in accordance with their respective terms.

Prospective purchasers should consult their own
tax advisors as to the consequences under U.S. federal,
estate, gift, state, local and applicable foreign tax laws of
the acquisition, ownership and disposition of shares and ADRs.

Holders of ADRs will be treated for
U.S. federal income tax purposes as owners of the shares
underlying the ADRs. Accordingly, except as noted, the
U.S. federal income tax consequences discussed below apply
equally to holders of ADRs and shares.

The U.S. Treasury Department has expressed
concern that depositories for depository receipts, or other
intermediaries between the Holders of shares of an issuer and
the issuer, may be taking actions that are inconsistent with the
claiming of U.S. foreign tax credits by U.S. Holders
(as defined below) of such receipts or shares. Accordingly, the
analysis regarding the availability of a U.S. foreign tax
credit and sourcing rules described below could be affected by
future actions taken by the U.S. Treasury Department.
Investors should

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consult their own tax advisors regarding actions
that have been taken or may be taken by the U.S. Treasury
Department that may affect their eligibility for
U.S. foreign tax credits.


Dividends

The Bank believes that under current Greek tax
law no Greek withholding taxes will be imposed on the payment of
dividends to U.S. Holders of shares or ADRs. As a result,
the Bank will not withhold any amounts (in respect of Greek
withholding taxes or otherwise) from the gross amount of any
dividends paid to U.S. Holders of shares or ADRs. Greece
has entered into a bilateral treaty with the United States for
the avoidance of double taxation. However, there are no
provisions of such treaty that are pertinent to the Greek
withholding tax treatment of dividend payments made to
U.S. Holders of shares or ADRs.

The gross amount of any distributions paid by the
Bank to a U.S. Holder that are actually or constructively
received by the U.S. Holder will generally be subject to
U.S. federal income tax as foreign source dividend income
to the extent paid out of current or accumulated earnings and
profits of the Bank, as determined for U.S. federal income
tax purposes. Such dividends will not be eligible for the
dividends received deduction allowed to corporations. Subject to
the discussion below under  Passive Foreign
Investment Company Status, to the extent that an
amount received by a U.S. Holder exceeds the allocable
share of the Banks current and accumulated earnings and
profits, such excess will be applied first to reduce such
U.S. Holders tax basis in his shares or ADRs and
then, to the extent such distribution exceeds such
U.S. Holders tax basis, it will be treated as capital
gain.

The Bank does not maintain its calculations of
its earnings and profits under U.S. federal income tax
principles. Therefore, a U.S. Holder should expect that a
distribution will generally be treated as a dividend. The amount
of any distribution of property other than cash will be the fair
market value of that property on the date of the distribution.

Under recently enacted U.S. legislation (the
new U.S. tax legislation), certain dividends
received by individual U.S. Holders before January 1,
2009, will be subject to a maximum income tax rate of 15%. This
reduced income tax rate is only applicable to dividends paid by
qualified corporations and only with respect to
shares or ADRs held for a minimum holding period (generally,
61 days during the 121-day period beginning 60 days
before the ex-dividend date). The Bank would expect to be
considered a qualified corporation under the new U.S. tax
legislation. Accordingly, dividends paid by the Bank to
individual U.S. Holders on shares or ADRs held for the
minimum holding period should be eligible for the reduced income
tax rate. U.S. Holders are urged to consult their own
advisors regarding the implications of the new U.S. tax
legislation.

The gross amount of dividends paid in euro (or
any successor currency) will be included in the income of such
U.S. Holder in a U.S. dollar amount calculated by
reference to the spot exchange rate in effect on the day the
dividends are received by the U.S. Holder (or, in the case
of the ADRs, by The Bank of New York, in its capacity as
depositary) regardless of whether the payment is in fact
converted into dollars. If euro (or any successor currency) are
converted into U.S. dollars on the date of the receipt, the
U.S. Holder should, therefore, not be required to recognize
any foreign currency gain or loss in respect of the receipt of
euro as dividends. Dividends will generally constitute foreign
source passive income or, in the case of certain
U.S. Holders, financial services income for
U.S. foreign tax credit purposes. Under the new
U.S. tax legislation, the amount of the qualified dividend
income paid by the Bank to a U.S. Holder that is subject to
the reduced dividend income tax rate that is taken into account
for purposes of calculating the U.S. Holders
U.S. foreign tax credit limitation must be reduced by the
rate differential portion of such dividend (which,
assuming a U.S. Holder in the highest income tax bracket,
would generally require a reduction of the dividend amount by
approximately 57.14%). Each U.S. Holder should consult its
own tax advisor regarding the implication of the new
U.S. tax legislation on the calculation of
U.S. foreign credits. A U.S. Holder will have a basis
in any euro distributed equal to their U.S. dollar value on
the date they are received by the U.S. Holder (or, in the
case of the ADRs, by The Bank of New York in its capacity as
depositary). Any gain or loss recognized upon a subsequent
disposition of euro will generally be ordinary income or loss.

Subject to the discussion under
 U.S. Information Reporting and Backup
Withholding below, a non-U.S. Holder of shares or
ADRs generally will not be subject to U.S. federal income
tax or withholding tax on

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dividends received on shares or ADRs unless such
income is effectively connected with the conduct by such
Non-U.S. Holder of a trade or business in the United States.


Sale or Exchange of Shares or
ADRs

Subject to the discussion below under
 Passive Foreign Investment Company
Status, gain or loss realized by a U.S. Holder on
the sale or other disposition of shares or ADRs will be subject
to U.S. federal income taxation as capital gain or loss in
an amount equal to the difference between the
U.S. Holders adjusted tax basis in the shares and the
amount realized on the disposition. Such gain or loss generally
will be treated as long-term capital gain or loss if the shares
have been held for more than one year. Capital gains of
individuals derived from capital assets held for more than one
year are eligible for reduced rates of taxation which may vary
depending on the holding period for such assets. Any gain or
loss realized will generally be treated as U.S. source,
except that losses will be treated as foreign source to the
extent the U.S. Holder received dividends that were
includible in the financial services income basket during the
24 month period prior to the sale. As a result, a
U.S. Holder generally may not use a foreign tax credit
arising from Greek tax imposed on a disposition of shares to
reduce its U.S. federal income tax liability in respect of
gain. Such credit would only be usable to the extent that the
U.S. Holder could appropriately apply the credit against
its tax otherwise due on other income arising from foreign
sources. Under Greek tax law, U.S. Holders who sell shares
traded on the ATHEX will be subject to a 0.3% tax on the value
of the shares sold. The Bank believes that this tax does not
apply to sales of ADRs traded on the New York Stock Exchange.

The ability of a U.S. Holder to utilise
foreign taxes as a credit to offset U.S. taxes is subject
to complex limitations and conditions. The consequences of such
limitations and conditions will depend upon the nature and
sources of each U.S. Holders income and the
deductions allocable thereto. Alternatively, a U.S. Holder
may elect to claim all foreign income taxes paid as a deduction
in lieu of claiming a foreign tax credit. A deduction does not
reduce U.S. federal income tax on a dollar-for-dollar basis
like a tax credit, but the availability of the deduction is not
subject to the same conditions and limitations applicable to
foreign tax credits.

When a U.S. Holders basis in the
shares or ADRs includes any amount recognized under the passive
foreign investment company rules (described below) and the
U.S. Holder recognizes a loss on the transaction with
respect to such amounts that exceeds certain specified
thresholds, the U.S. Holder may be required to specifically
disclose certain information with respect to the transaction on
its tax return under recently issued tax disclosure regulations.
U.S. Holders should consult their own tax advisors as to
the applicability of these disclosure regulations.

The surrender of ADRs in exchange for shares (or
vice versa) will not be a taxable event for U.S. federal
income tax purposes and U.S. Holders will not recognize any
gain or loss upon such a surrender.

If a U.S. Holder receives any foreign
currency on the sale of shares, such Holder may recognize
ordinary income or loss as a result of currency fluctuations
between the date of the sale of shares and the date the sale
proceeds are converted into U.S. dollars.

A non-U.S. Holder of shares or ADRs
generally will not be subject to U.S. federal income or
withholding tax on any gain realized on the sale or exchange of
such shares or ADRs unless (i) such gain is effectively
connected with the conduct by such non-U.S. Holder of a
trade or business in the United States or (ii) in the case
of any gain realized by an individual non-U.S. Holder, such
Holder is present in the United States for 183 days or more
in the taxable year of such sale and certain other conditions
are met.

U.S. Information Reporting and Backup
Withholding

Non-corporate U.S. Holders may be subject to
the information reporting requirements of the Code, as well as
to backup withholding at a rate of 28% (which rate may be
subject to future adjustment) on the payment of dividends on,
and the proceeds received from the disposition of, shares or
ADRs. Backup withholding may apply if a U.S. Holder
(i) fails to furnish its taxpayer identification number,
referred to in this Annual Report as a TIN, which,
for an individual, would be his or her social security number;
(ii) fails to provide certification of exempt status;
(iii) is notified by the IRS that he or she has failed
properly to report payments of interest and

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dividends; (iv) under certain circumstances,
fails to certify, under penalty of perjury, that he or she has
furnished a correct TIN and has not been notified by the IRS
that he or she is subject to backup withholding for failure to
report interest and dividend payments; or (v) otherwise
fails to comply with the applicable requirements of the backup
withholding rules.


U.S. Holders should consult their tax
advisors regarding their qualification for exemption from backup
withholding and the procedure for obtaining such an exemption,
if applicable. The amount withheld from a payment to a
U.S. Holder under the backup withholding rules generally
will be allowed as a credit against such Holders United
States federal income tax liability and may entitle such Holder
to a refund, provided that the required information is furnished
to the IRS.

Non-U.S. Holders may have to comply with
certification procedures to establish that they are not
U.S. Holders in order to avoid information reporting and
backup withholding tax requirements.

Passive Foreign Investment Company
Status

The foregoing discussion of dividends and capital
gains assumes that the Bank is not a passive foreign investment
company, referred to in this Annual Report as a
PFIC, for U.S. federal income tax purposes.
Based upon (i) certain Treasury Regulations and
(ii) the regulatory status of the Bank under local laws,
its banking activities performed in the ordinary course of
business (including lending, accepting deposits and depositing
money in other banks), the proportion of its income derived from
activities that are bona fide banking activities for
U.S. federal income tax purposes and its securities
activities performed in the ordinary course of business
(including selling debt instruments to customers in a dealer
capacity), the Bank believes that it was not a PFIC for 2003
(the latest period for which the determination can be made) and,
based further on its present regulatory status under local laws,
the present nature of its activities, and the present
composition of its assets and sources of income, the Bank does
not expect to be a PFIC for the current year or for any future
years. However, because PFIC status is a factual determination
made annually and because there are uncertainties in the
application of the relevant rules, there can be no assurances
that the Bank will not be considered to be a PFIC for any
particular year.

If for any year in which a U.S. Holder held
shares or ADRs the Bank was a PFIC, the U.S. Holder would
be subject to special rules with respect to (a) any gain
realized on the sale or other disposition (including a pledge)
of the shares or ADRs and (b) any excess
distribution by the Bank to the U.S. Holder
(generally, any distributions to the U.S. Holder in respect
of the shares or ADRs during a single taxable year that
aggregate more than 125% of the average annual distributions
received by the U.S. Holder in respect of the shares or
ADRs during the three preceding taxable years or, if shorter,
the U.S. Holders holding period for the shares or
ADRs). Under these rules, (i) the gain or excess
distribution would be allocated ratably over the
U.S. Holders holding period for the shares or ADRs,
(ii) the amount allocated to the taxable year in which the
gain or excess distribution was realized would be taxable as
ordinary income, (iii) the amount allocated to each prior
year, with certain exceptions, would be subject to tax at the
highest tax rate in effect for that year and (iv) the
interest charge generally applicable to underpayments of tax
would be imposed in respect of the tax attributable to each such
year.

U.S. Holders can avoid the interest charge
by making a mark to market election with respect to the ADRs and
shares, provided that the shares are marketable
within the meaning of U.S. Treasury Regulations. The shares
will not be considered marketable for purposes of
this election unless the exchange or market on which the shares
are regularly traded is a qualified exchange or other market.
Under U.S. Treasury Regulations, a foreign stock exchange,
such as the ATHEX, may constitute a qualified exchange if it
meets certain trading, listing, financial disclosure and other
requirements set forth in the regulations. The mark to market
election will remain in effect unless the IRS consents to
revocation, or until the shares cease to be marketable. A
U.S. Holder that makes a mark to market election generally
would, subject to certain limitations, be required to take into
account the difference, if any, between the fair market value
and the adjusted tax basis of its ADRs or shares, at the end of
a taxable year, as ordinary income (or, subject to certain
limitations, ordinary loss) in calculating its income for such
year. In the case of a mark to market election, gains from an
actual sale or other disposition of the ADRs or shares will be
treated as ordinary income, and any losses incurred on a sale or
other disposition of the ADRs or shares will be treated as
ordinary loss to the extent of any net mark to market gains for
prior years.

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If the Bank were to agree to provide the
necessary information, U.S. Holders could also avoid the
interest charge imposed by the PFIC rules by making a qualified
electing fund election (a QEF election), in which
case the U.S. Holder generally would be required to include
in income on a current basis its pro rata share of the ordinary
income and net capital gains of the Bank. The Bank does not,
however, expect to provide to U.S. Holders the information
regarding this income that would be necessary in order for a
U.S. Holder to make a QEF election with respect to the
shares.

Special rules apply with respect to the
calculation of the amount of the foreign tax credit with respect
to excess distributions by a PFIC. If the shares or ADRs
constitute equity interests in a PFIC, a U.S. Holder would
be required to make an annual return on Internal Revenue Service
Form 8621 regarding distributions received with respect to
shares or ADRs and any gain realized on the disposition
(including a pledge) of shares or ADRs.

Prospective investors should consult their own
tax advisors as to the potential application of the PFIC rules
as well as the impact of any proposed legislation that could
affect them.

The information set out above is a summary
only and U.S. and other taxation may change from time to time.
Prospective investors should consult their professional advisors
as to the consequences of the purchase, ownership and
disposition of shares and ADRs including, in particular, the
effects of the tax laws of any other jurisdiction.

F.  Dividends and Paying
Agents

Not applicable.

G.  Statements by Experts

Not applicable.

H.  Documents on Display

NBG has filed with the U.S. Securities and
Exchange Commission a registration statement on Form F-1
(which, together with all amendments, exhibits and schedules
thereto, is referred to as the Registration
Statement) under the Securities Act, with respect to its
ordinary shares offered in the United States. NBG is subject to
the reporting requirements of the U.S. Securities Exchange
Act of 1934, as amended (known as the Exchange Act),
applicable to foreign private issuers, and in accordance
therewith, is required to file reports, including annual reports
on Form 20-F, and other information with the Commission.
The Registration Statement, including the exhibits and schedules
thereto, its annual reports on Form 20-F, and reports and
other information filed by NBG with the Commission may be
obtained, upon written request, from The Bank of New York, as
the depositary referred to under Description of
American Depositary Receipts, at its Corporate Trust
Office located at 101 Barclay Street, New York, New York 10286.
Such reports and other information can be inspected without
charge and copied at prescribed rates at the public reference
facility maintained by the Commission in Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the Commission located at 233 Broadway, New
York, New York 10279 and the Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material and any part thereof will
also be available by mail from the Public Reference Section of
the U.S. Securities and Exchange Commission, at
450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Also, certain reports and other information
concerning NBG will be available for inspection at the offices
of the New York Stock Exchange, 20 Broad Street, New York,
New York 10005.

NBG will furnish The Bank of New York, as
depositary, with annual reports which will include a description
of its business and annual audited consolidated financial
statements prepared in accordance with U.S. GAAP. The Bank
of New York has agreed that, upon receipt of such reports, it
will promptly mail such reports to all record holders of ADRs.
NBG will also furnish to The Bank of New York summaries in
English or an English version of all notices of
shareholders meetings and other reports and communications
that are made generally available to shareholders of NBG. The
Bank of New York has agreed that it will, to the extent
permitted by law, arrange for the mailing of such documents to
record holders of ADRs.

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NBG, as a foreign private issuer, is exempt from
the rules under the Exchange Act prescribing the furnishing and
content of proxy statements to shareholders and NBG officers,
directors and principal shareholders will be exempt from the
short-swing profits reporting and liability
provisions contained in Section 16 of the Exchange Act and
the rules promulgated thereunder.

I.   Subsidiary
Information

Not applicable.

J.   Relationship with the
Hellenic Republic

Shareholding

The Hellenic Republic, through DEKA, owns
approximately 7.5% of the issued share capital of the Bank;
certain pension funds (most of whose boards of directors are
appointed by the Hellenic Republic) own approximately 17% of the
issued shares.

The remaining shares are held by institutional
and retail investors in Greece and institutional investors
internationally. See Item 3.D, Risk
Factors  The Hellenic Republic Is Our Principal
Shareholder.

Republic as Shareholder

The Minister of Finance oversees the Hellenic
Republics shareholding in the Bank. The central bank has
overall governmental responsibility for the Greek banking
sector, including responsibility for regulation of the Bank and
other financial institutions. The Greek government recognizes
the distinction between its role as shareholder and its role as
regulator. See Item 4.A, History and Development
of the Company.

The Hellenic Republic exercises its rights as
shareholder according to Greek corporate law, as applicable to
the Bank. The Group cannot assure you, however, that political
considerations will not affect the Banks operations in the
future.

The Banks Articles of Association allow
decisions submitted for a vote to the shareholders to be
determined by a majority of votes cast at a meeting of
shareholders. As a result, the Hellenic Republics direct
and indirect holdings of NBGs shares are likely to allow
the Hellenic Republic continued influence over decisions
relating to matters submitted to shareholder vote, including
election of the Governor and other members of the Banks
Board of Directors, even though its direct and indirect holdings
amount to less than a majority of the outstanding shares. As
long as the Hellenic Republic retains effective control over
such shares, it will have the power to nominate the Governor of
the Bank and members of its board of directors for election.
Historically, when a general election in Greece has resulted in
a new government, the existing Governor and certain other
members of senior management of the Bank have been replaced by
persons selected by the new government. Accordingly, there can
be no assurance that the current senior management of the Bank
will continue to serve in their current capacities or that the
initiatives and policies implemented by the current management
of the Bank will not be discontinued by a new government.

Republic as Customer

The Hellenic Republic, including state-related
entities, is the largest customer of the Bank in terms of loans
and deposits. At December 31, 2003, approximately 7.5% of
the Banks outstanding gross loans were to the Hellenic
Republic and state-related entities, and approximately 4.0% of
the Banks deposits were from the Hellenic Republic and
state-related entities. The commercial relationship between the
Bank, the Hellenic Republic and other state-owned enterprises is
conducted on a normal arms length basis. The
Groups senior management believes that the
commercially-oriented strategy currently being implemented will
continue for the foreseeable future.

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ITEM
11     QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We are subject to various types of interest rate
risk, which arise in the activities outlined below. Management
characterizes these types as fixed interest rate risk, repricing
(or gap) risk, and credit spread risk.

Principal activities

We are the principal market maker in Greek
government bonds, which are denominated in various major
currencies in both the primary and the secondary markets. We
carry a large inventory of Greek government bonds in our trading
book in order to facilitate our market making activity and the
distribution of Greek government bonds to retail and
institutional investors in Greece and abroad.

We are active in euro-denominated interest rate
swaps and cross currency swaps. The majority of the euro
interest rate risk of our swap portfolio is hedged by
euro-denominated Greek government bonds and other fixed rate
corporate bonds. The net interest rate exposure of the swap
portfolio, taken together with its bond hedges, is minimal.

We are also active in the interbank deposit
market (denominated in euro and all other major currencies) as
well as foreign exchange forward transactions with maturities up
to a year. The net open positions carried are small compared
with the deposit base in the respective currencies.

We routinely enter into asset swaps of non-euro
denominated debt issued by the Hellenic Republic for the purpose
of servicing institutional clients.

Interest rate exposure management

The principal source of interest rate risk
exposure arises from Greek government bonds trading activity. We
enter into futures contracts on medium-and long-term German
government bonds in order to hedge our fixed interest rate
exposure arising from our position in fixed-rate Greek
government bonds. As a result of this hedging activity, our
fixed rate exposure is converted into a credit spread exposure
over the yield of medium-and long-term German government bonds.
As a secondary means of hedging our trading portfolio of Greek
government bonds, we also use the swap market to convert part of
the fixed rate exposure to a floating rate exposure in order to
reduce earnings volatility in periods of volatile interest
rates. The derivatives business is subject primarily to credit
risk, counterparty and Greek sovereign risk as it carries Greek
government bonds as hedges to the swap portfolio. The money
market business is geared towards lending the excess liquidity
of the Bank for short maturities to the interbank market.

The fixed interest rate risk due to the bond as
well as the swaps portfolio, together with their hedged
instruments, is monitored by converting the notional amount
positions into constant maturity positions (i.e., ten-year
equivalent positions). Furthermore, a breakdown of the fixed
interest risk into maturing buckets is performed and a Value at
Risk (VAR) report is produced daily taking into account the sum
of all our trading positions in all currencies for the
Treasuries of the Bank.

Repricing risk

The floating rate portfolio of securities is
matched primarily against the Banks deposit base. The
portfolio of floating Greek government bonds reprices annually
and is funded by the Banks retail deposit base with an
average duration of one month. The difference of the volatility
in short-term euro interest rates between one month and one year
has been minimal.

Spread risk

Spread and basis risk arises from the hedging of
Greek government bonds with futures contracts on
euro-denominated German government bonds, as well as with
interest rate and cross currency swaps. Since the drachma joined
the eurozone, the hedging of Greek government bonds with future
contracts on German government bonds, results in a spread which
exhibits a very low volatility. With respect to the hedging of
Greek

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government bonds with interest rate and cross
currency swaps, the fixed rate risk is converted into floating
rate risk, as the floating feature of the related swaps is
indexed to the European Interbank Offered Rate, commonly known
as EURIBOR. Again this asset swap spread of the Greek sovereign
debt is subject to very low volatility since the entry of the
Greek drachma into the Eurozone.


The Group also carries an inventory of foreign
currency fixed and floating rate eurobonds issued by the
Hellenic Republic, which behave in the same manner as the asset
swap positions mentioned above.

Liquidity risk

The Bank operates a network of 599 branches and
sub-branches, and its domestic customer deposit base accounts
for 25.3% of the Greek deposit and repo market (as at
December 31, 2003). This provides us with sufficient euro
and foreign currency liquidity to fund our operations and
treasury positions. Strategically, we maintain a high proportion
of liquid assets to enable us to service customer loans
expeditiously as well as to take advantage of market
opportunities.

Foreign exchange risk

We trade in all major currencies against the
euro. In the normal course of business, we hold short-term
positions, which arise from and are used for servicing our
institutional, corporate, domestic and international client base.

Our strategy is to hold minimal open foreign
exchange risk but at a level sufficient to service our client
base. In this context, the non-euro denominated Eurobond
positions mentioned above are funded by customer and interbank
deposits in the respective currencies. Our open foreign exchange
position is limited to the capital contributed to the overseas
operations (branches and subsidiaries) with the associated
foreign exchange risk. In addition, because our non-euro
denominated expenses are largely offset by our non-euro
denominated revenues, our foreign exchange risk is low.

The Bank files standard foreign exchange position
reports on a regular basis which enables the central bank to
monitor its foreign exchange risk. Intraday limits and overnight
position limits are set according to the guidelines of the
Groups Risk Management Council and monitored against
actual positions by the Internal Audit Division.

Emerging markets risk

We are present in Albania, the Former Yugoslav
Republic of Macedonia, Romania, Bulgaria, Turkey,
Serbia-Montenegro and Egypt, all of which are considered
emerging markets.

Our primary focus is to service our Greek
corporate clients expanding their activities in these countries
and provide them with a full range of services. In these
markets, we have a local funding base (consisting of retail,
corporate and interbank deposits) and invest in short-term
domestic sovereign debt. We also place excess liquidity with
local branches of international banks or the most creditworthy
domestic financial institutions. Our strategy is to minimize
open foreign exchange positions in these countries and to hold a
largely matched interest rate exposure profile. Foreign exchange
and interest rate positions arising from our presence in
emerging markets are centrally monitored on a daily basis by our
Treasury and Risk Management Divisions and measured against the
corresponding limits and are reported to the local supervisory
authorities, as required.

Sensitivity analysis

We made certain assumptions in calculating fair
values for presentation in the U.S. GAAP Financial
Statements. These assumptions are stated in Note 35 to the
U.S. GAAP Financial Statements and include the notion that
assets and liabilities that reprice or mature within a
relatively short period of time have a fair value that
approximates their carrying amount. However, for the purposes of
the sensitivity analysis below, we included assets and
liabilities that mature or reprice within a relatively short
period of time and calculated the effect on the fair value of
all positions. The effect that financial instruments, which
reprice frequently or have short periods to maturity, had on the
revised fair values was immaterial.

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Interest rate sensitivity analysis

We have performed a sensitivity analysis that
estimated the impact that a change in interest rates would have
on the fair value of financial instruments held as at
December 31, 2003. The analysis below was performed based
on the following assumptions:

Balance sheet items (except Derivative
financial instruments)



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | All balance sheet items have been revalued
    assuming both a 0.5% and a 1% for 2002 and a 0.5% and a 1% for
    2003 (i.e., 50 and 100 basis points) increase in interest rates
    and both a 0.5% and a 1% for 2002 and a 0.5% and a 1% for 2003
    (i.e., 50 and 100 basis points) decrease in interest rates
    across the maturity ladder (i.e. parallel shift of the
    yield curve). For 2002 and 2003, in the negative shifts
    (i.e. -100, -50 basis points), the JPY and CHF rates were not
    changed because the biggest part of each corresponding curve was
    less than 100 basis points.
|
| |  | The interest rate basis used for short-term
    instruments maturing or repricing within one year varied
    depending upon the currency in which the instrument is
    denominated. For example, for instruments denominated in euro,
    EURIBOR was used; for instruments denominated in currencies that
    are not fixed to the euro, the London Interbank Offered Rate,
    commonly referred to as LIBOR was used.                                                                                                                                                                                        
|
| |  | The bond yield curves were used as the basis for
    valuing instruments with maturities or repricing intervals of
    over one year. The yield curves were adjusted uniformly to the
    changes in interest rates. Future loan cashflows were discounted
    using the interest rates implied by the bond yield curves,
    increased by 1.5% (150 basis points) which represents a uniform
    credit spread that management believes to be representative of
    the average spread applicable to the relevant loan accounts.                                                                                  
|
| |  | All other variables, such as foreign currency
    exchange rates, were held constant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

Derivative financial instruments



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | All derivative financial instruments have been
    revalued assuming both a 0.5% and a 1% for 2002 and a 0.5% and a
    1% for 2003 (i.e., 50 and 100 basis points) increase and both a
    0.5% and a 1% for 2002 and a 0.5% and a 1% for 2003 (i.e. 50 and
    100 basis points) decrease in interest rates across the maturity
    ladder, (i.e., parallel shift of the yield curve.).
    For 2002 and 2003, in the negative shifts (i.e., -100, -50 basis
    points), the JPY and CHF rates were not changed because the
    biggest part of each corresponding curve was less than 100 basis
    points.
|
| |  | The interest rate basis used for short-term
    instruments maturing or repricing within one year varied
    depending upon the currency in which the instrument is
    denominated. For example, for derivative instruments denominated
    in euro, EURIBOR was used; for derivative instruments
    denominated in currencies that are not fixed to the euro, LIBOR
    was used.                                                                                                                                                                                                                             
|
| |  | The swap yield curves were used as the basis for
    valuing derivative instruments with over one year to maturity or
    repricing. The yield curves were adjusted parallel to the
    changes in interest rates.                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | All other variables, such as foreign currency
    exchange rates, were held constant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

150



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|                                                                               |  |                    |            |                     |  |                     |            |         |  |        |          |        |  |  |          |   |  |  |          |   |  |  |          |  
|------------------------------------------------------------------------------ |  | ------------------ | ---------- | ------------------- |  | ------------------- | ---------- | ------- |  | ------ | -------- | ------ |  |  | -------- | - |  |  | -------- | - |  |  | -------- | -
|                                                                               |  |                    |            |                     |  |                     |            |         |  |       
|                                                                               |  | December 31, 2003  |            |                     |  |                    
|                                                                               |  |                    |            | Market Value Change |  | Market Value Change
|                                                                               |  | Carrying           |            |                     |  |                     |            |        
|                                                                               |  | Amount             |            | Fair value          |  | +100bps             |            | -100bps |  | +50bps |          | -50bps
|                                                                               |  |                    |            |                     |  |                     |            |         |  |        |          |       
|                                                                               |  |                   
|                                                                               |  | (EUR in thousands)
|Assets                                                                         |  |                    |            |                     |  |                     |            |         |  |        |          |        |  |  |          |   |  |  |          |   |  |  |          |  
|Deposits with central bank                                                     |  |                    | 530,424    |                     |  |                     | 530,424    |         |  |        | (176     | )      |  |  | 176      |   |  |  | (88      | ) |  |  | 88       |  
|Federal funds sold and securities purchased under
    agreements to resell     |  |                    | 3,458,270  |                     |  |                     | 3,458,270  |         |  |        | (11,400  | )      |  |  | 11,400   |   |  |  | (5,670   | ) |  |  | 5,670    |  
|Interest bearing deposits with banks                                           |  |                    | 5,068,936  |                     |  |                     | 5,068,202  |         |  |        | (4,058   | )      |  |  | 4,055    |   |  |  | (2,028   | ) |  |  | 2,028    |  
|Money market investments                                                       |  |                    | 92,955     |                     |  |                     | 92,955     |         |  |        | (245     | )      |  |  | 245      |   |  |  | (123     | ) |  |  | 123      |  
|Debt and equity trading assets                                                 |  |                    | 13,788,871 |                     |  |                     | 13,788,871 |         |  |        | (440,758 | )      |  |  | 461,140  |   |  |  | (223,748 | ) |  |  | 226,967  |  
|Derivative assets                                                              |  |                    | 157,766    |                     |  |                     | 157,766    |         |  |        | 19,266   |        |  |  | (18,675  | ) |  |  | 9,806    |   |  |  | (9,321   | )
|Available-for-sale securities at fair value                                    |  |                    | 5,514,615  |                     |  |                     | 5,514,615  |         |  |        | (57,730  | )      |  |  | 48,738   |   |  |  | (29,295  | ) |  |  | 24,072   |  
|Loans                                                                          |  |                    | 21,885,547 |                     |  |                     | 23,206,807 |         |  |        | (130,065 | )      |  |  | 128,697  |   |  |  | (65,033  | ) |  |  | 64,349   |  
|                                                                               |  |                    |            |                     |  |                     |            |         |  |        |          |        |  |  |          |   |  |  |          |   |  |  |          |  
|Total interest rate sensitive assets                                           |  |                    | 50,497,384 |                     |  |                     | 51,817,910 |         |  |        | (625,166 | )      |  |  | 635,776  |   |  |  | (316,179 | ) |  |  | 313,976  |  
|                                                                               |  |                    |            |                     |  |                     |            |         |  |        |          |        |  |  |          |   |  |  |          |   |  |  |          |  
|Liabilities                                                                    |  |                    |            |                     |  |                     |            |         |  |        |          |        |  |  |          |   |  |  |          |   |  |  |          |  
|Deposits                                                                       |  |                    | 42,042,945 |                     |  |                     | 42,044,255 |         |  |        | 62,374   |        |  |  | (61,280  | ) |  |  | 31,048   |   |  |  | (30,774  | )
|Central bank borrowings                                                        |  |                    | 6,804      |                     |  |                     | 6,804      |         |  |        | 3        |        |  |  | (3       | ) |  |  | 2        |   |  |  | (2       | )
|Federal funds purchased and securities sold under
    agreements to repurchase |  |                    | 6,078,897  |                     |  |                     | 6,078,897  |         |  |        | 21,205   |        |  |  | (20,810  | ) |  |  | 10,552   |   |  |  | (10,453  | )
|Other borrowed funds                                                           |  |                    | 190,785    |                     |  |                     | 190,785    |         |  |        | 1,781    |        |  |  | (1,766   | ) |  |  | 889      |   |  |  | (885     | )
|Derivative liabilities                                                         |  |                    | 286,854    |                     |  |                     | 286,854    |         |  |        | 353,980  |        |  |  | (370,498 | ) |  |  | 180,047  |   |  |  | (185,202 | )
|Long term debt                                                                 |  |                    | 1,171,467  |                     |  |                     | 1,199,621  |         |  |        | 2,589    |        |  |  | (2,589   | ) |  |  | 1,294    |   |  |  | (1,294   | )
|                                                                               |  |                    |            |                     |  |                     |            |         |  |        |          |        |  |  |          |   |  |  |          |   |  |  |          |  
|Total interest rate sensitive liabilities                                      |  |                    | 49,777,752 |                     |  |                     | 49,807,216 |         |  |        | 441,932  |        |  |  | (456,946 | ) |  |  | 223,832  |   |  |  | (228,610 | )
|                                                                               |  |                    |            |                     |  |                     |            |         |  |        |          |        |  |  |          |   |  |  |          |   |  |  |          |  
|Total interest rate balance sheet sensitivity                                  |  |                    |            |                     |  |                     |            |         |  |        | (183,234 | )      |  |  | 178,830  |   |  |  | (92,347  | ) |  |  | 85,366   |  
|                                                                               |  |                    |            |                     |  |                     |            |         |  |        |          |        |  |  |          |   |  |  |          |   |  |  |          |  

|                                            |  |                    |           |                     |  |                     |         |         |  |        |         |        |  |  |          |   |  |  |         |   |  |  |          |  
|------------------------------------------- |  | ------------------ | --------- | ------------------- |  | ------------------- | ------- | ------- |  | ------ | ------- | ------ |  |  | -------- | - |  |  | ------- | - |  |  | -------- | -
|                                            |  |                    |           |                     |  |                    
|                                            |  | December 31, 2003  |           | Market Value Change |  | Market Value Change
|                                            |  |                    |           |                     |  |                    
|                                            |  | Notional           |           |                     |  |                     |         |        
|                                            |  | Value              |           | Fair value          |  | +100bps             |         | -100bps |  | +50bps |         | -50bps
|                                            |  |                    |           |                     |  |                     |         |         |  |        |         |       
|                                            |  |                   
|                                            |  | (EUR in thousands)
|Derivatives                                 |  |                    |           |                     |  |                     |         |         |  |        |         |        |  |  |          |   |  |  |         |   |  |  |          |  
|Interest rate swaps                         |  |                    | 8,844,366 |                     |  |                     | (96,851 | )       |  |        | 80,382  |        |  |  | (98,153  | ) |  |  | 41,040  |   |  |  | (51,191  | )
|Cross currency interest rate swaps          |  |                    | 530,816   |                     |  |                     | (25,363 | )       |  |        | 17,642  |        |  |  | 797      |   |  |  | 9,067   |   |  |  | 395      |  
|Foreign exchange swaps                      |  |                    | 2,585,402 |                     |  |                     | 7,921   |         |  |        | (5      | )      |  |  | (31      | ) |  |  | (3      | ) |  |  | (16      | )
|Financial futures                           |  |                    | 5,803,721 |                     |  |                     | (17,328 | )       |  |        | 276,063 |        |  |  | (294,738 | ) |  |  | 140,273 |   |  |  | (144,939 | )
|Outright foreign exchange forwards          |  |                    | 548,977   |                     |  |                     | 856     |         |  |        | 11      |        |  |  | 730      |   |  |  | 6       |   |  |  | 362      |  
|Options                                     |  |                    | 1,140,957 |                     |  |                     | 1,805   |         |  |        | (848    | )      |  |  | 2,222    |   |  |  | (532    | ) |  |  | 867      |  
|Forward rate agreements                     |  |                    | 320,380   |                     |  |                     | (128    | )       |  |        | 1       |        |  |  | (1       | ) |  |  |        |   |  |  |         |  
|                                            |  |                    |           |                     |  |                     |         |         |  |        |         |        |  |  |          |   |  |  |         |   |  |  |          |  
|Total interest rate derivatives sensitivity |  |                    |           |                     |  |                     |         |         |  |        | 373,246 |        |  |  | (389,174 | ) |  |  | 189,851 |   |  |  | (194,522 | )
|                                            |  |                    |           |                     |  |                     |         |         |  |        |         |        |  |  |          |   |  |  |         |   |  |  |          |  

151



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##### Table of Contents



|                                                                               |  |                    |            |                     |  |                     |            |         |  |        |          |        |  |  |          |   |  |  |          |   |  |  |          |  
|------------------------------------------------------------------------------ |  | ------------------ | ---------- | ------------------- |  | ------------------- | ---------- | ------- |  | ------ | -------- | ------ |  |  | -------- | - |  |  | -------- | - |  |  | -------- | -
|                                                                               |  |                    |            |                     |  |                    
|                                                                               |  | December 31, 2002  |            | Market Value Change |  | Market Value Change
|                                                                               |  |                    |            |                     |  |                    
|                                                                               |  | Carrying           |            |                     |  |                     |            |        
|                                                                               |  | Amount             |            | Fair value          |  | +100bps             |            | -100bps |  | +50bps |          | -50bps
|                                                                               |  |                    |            |                     |  |                     |            |         |  |        |          |       
|                                                                               |  |                   
|                                                                               |  | (EUR in thousands)
|Assets                                                                         |  |                    |            |                     |  |                     |            |         |  |        |          |        |  |  |          |   |  |  |          |   |  |  |          |  
|Deposits with central bank                                                     |  |                    | 203,036    |                     |  |                     | 203,036    |         |  |        | (48      | )      |  |  | 48       |   |  |  | (24      | ) |  |  | 24       |  
|Federal funds sold and securities purchased under
    agreements to resell     |  |                    | 4,744,943  |                     |  |                     | 4,744,943  |         |  |        | (8,535   | )      |  |  | 8,535    |   |  |  | (4,267   | ) |  |  | 4,267    |  
|Interest bearing deposits with banks                                           |  |                    | 5,486,932  |                     |  |                     | 5,486,932  |         |  |        | (5,037   | )      |  |  | 5,035    |   |  |  | (2,518   | ) |  |  | 2,518    |  
|Money market investments                                                       |  |                    | 125,448    |                     |  |                     | 125,448    |         |  |        | (371     | )      |  |  | 371      |   |  |  | (185     | ) |  |  | 185      |  
|Debt and equity trading assets                                                 |  |                    | 15,278,098 |                     |  |                     | 15,278,098 |         |  |        | (540,967 | )      |  |  | 572,894  |   |  |  | (275,065 | ) |  |  | 281,454  |  
|Derivative assets                                                              |  |                    | 75,625     |                     |  |                     | 75,625     |         |  |        | (12,284  | )      |  |  | 12,749   |   |  |  | (6,249   | ) |  |  | 6,448    |  
|Available-for-sale securities at fair value                                    |  |                    | 3,843,962  |                     |  |                     | 3,843,962  |         |  |        | (34,800  | )      |  |  | 25,617   |   |  |  | (17,789  | ) |  |  | 12,540   |  
|Loans                                                                          |  |                    | 19,620,180 |                     |  |                     | 20,808,883 |         |  |        | (133,104 | )      |  |  | 129,781  |   |  |  | (66,128  | ) |  |  | 65,298   |  
|Other assets                                                                   |  |                    | 2,926,242  |                     |  |                     | 2,926,242  |         |  |        | (721     | )      |  |  | 721      |   |  |  | (360     | ) |  |  | 360      |  
|                                                                               |  |                    |            |                     |  |                     |            |         |  |        |          |        |  |  |          |   |  |  |          |   |  |  |          |  
|Total interest rate sensitive assets                                           |  |                    | 52,304,466 |                     |  |                     | 53,493,169 |         |  |        | (735,867 | )      |  |  | 755,751  |   |  |  | (372,585 | ) |  |  | 373,094  |  
|                                                                               |  |                    |            |                     |  |                     |            |         |  |        |          |        |  |  |          |   |  |  |          |   |  |  |          |  
|Liabilities                                                                    |  |                    |            |                     |  |                     |            |         |  |        |          |        |  |  |          |   |  |  |          |   |  |  |          |  
|Deposits                                                                       |  |                    | 40,288,833 |                     |  |                     | 40,959,914 |         |  |        | 47,786   |        |  |  | (47,195  | ) |  |  | 23,817   |   |  |  | (23,670  | )
|Central bank borrowings                                                        |  |                    | 6,804      |                     |  |                     | 6,804      |         |  |        | 4        |        |  |  | (4       | ) |  |  | 2        |   |  |  | (2       | )
|Federal funds purchased and securities sold under
    agreements to repurchase |  |                    | 8,278,892  |                     |  |                     | 8,278,892  |         |  |        | 24,316   |        |  |  | (24,082  | ) |  |  | 12,129   |   |  |  | (12,070  | )
|Other borrowed funds                                                           |  |                    | 236,458    |                     |  |                     | 236,458    |         |  |        | 1,752    |        |  |  | (1,740   | ) |  |  | 875      |   |  |  | (872     | )
|Derivative liabilities                                                         |  |                    | 471,938    |                     |  |                     | 471,938    |         |  |        | 468,253  |        |  |  | (484,343 | ) |  |  | 238,364  |   |  |  | (237,934 | )
|Long term debt                                                                 |  |                    | 813,947    |                     |  |                     | 812,620    |         |  |        | 4,061    |        |  |  | (3,973   | ) |  |  | 2,019    |   |  |  | (1,997   | )
|                                                                               |  |                    |            |                     |  |                     |            |         |  |        |          |        |  |  |          |   |  |  |          |   |  |  |          |  
|Total interest rate sensitive liabilities                                      |  |                    | 50,096,872 |                     |  |                     | 50,766,626 |         |  |        | 546,172  |        |  |  | (561,337 | ) |  |  | 277,206  |   |  |  | (276,545 | )
|                                                                               |  |                    |            |                     |  |                     |            |         |  |        |          |        |  |  |          |   |  |  |          |   |  |  |          |  
|Total interest rate balance sheet sensitivity                                  |  |                    |            |                     |  |                     |            |         |  |        | (189,695 | )      |  |  | 194,414  |   |  |  | (95,379  | ) |  |  | 96,549   |  
|                                                                               |  |                    |            |                     |  |                     |            |         |  |        |          |        |  |  |          |   |  |  |          |   |  |  |          |  

|                                            |  |                    |           |                     |  |                     |          |         |  |        |         |        |  |  |          |   |  |  |         |   |  |  |          |  
|------------------------------------------- |  | ------------------ | --------- | ------------------- |  | ------------------- | -------- | ------- |  | ------ | ------- | ------ |  |  | -------- | - |  |  | ------- | - |  |  | -------- | -
|                                            |  |                    |           |                     |  |                    
|                                            |  | December 31, 2002  |           | Market Value Change |  | Market Value Change
|                                            |  |                    |           |                     |  |                    
|                                            |  | Notional           |           |                     |  |                     |          |        
|                                            |  | Value              |           | Fair value          |  | +100bps             |          | -100bps |  | +50bps |         | -50bps
|                                            |  |                    |           |                     |  |                     |          |         |  |        |         |       
|                                            |  |                   
|                                            |  | (EUR in thousands)
|Derivatives                                 |  |                    |           |                     |  |                     |          |         |  |        |         |        |  |  |          |   |  |  |         |   |  |  |          |  
|Interest rate swaps                         |  |                    | 5,684,673 |                     |  |                     | (204,200 | )       |  |        | 110,049 |        |  |  | (117,821 | ) |  |  | 55,979  |   |  |  | (57,959  | )
|Cross currency interest rate swaps          |  |                    | 649,136   |                     |  |                     | (52,214  | )       |  |        | 16,098  |        |  |  | 914      |   |  |  | 8,255   |   |  |  | 633      |  
|Foreign exchange swaps                      |  |                    | 4,213,859 |                     |  |                     | (10,241  | )       |  |        | 52      |        |  |  | (196     | ) |  |  | 26      |   |  |  | (105     | )
|Financial futures                           |  |                    | 6,562,173 |                     |  |                     | (133,151 | )       |  |        | 330,113 |        |  |  | (354,309 | ) |  |  | 167,952 |   |  |  | (173,998 | )
|Outright foreign exchange forwards          |  |                    | 861,801   |                     |  |                     | (392     | )       |  |        | (1      | )      |  |  | 49       |   |  |  |        |   |  |  |         |  
|Options                                     |  |                    | 240,616   |                     |  |                     | 3,906    |         |  |        | (342    | )      |  |  | (231     | ) |  |  | (97     | ) |  |  | (57      | )
|                                            |  |                    |           |                     |  |                     |          |         |  |        |         |        |  |  |          |   |  |  |         |   |  |  |          |  
|Total interest rate derivatives sensitivity |  |                    |           |                     |  |                     |          |         |  |        | 455,969 |        |  |  | (471,594 | ) |  |  | 232,115 |   |  |  | (231,486 | )
|                                            |  |                    |           |                     |  |                     |          |         |  |        |         |        |  |  |          |   |  |  |         |   |  |  |          |  

The market value change of our debt and equity
trading assets in a 100 bps parallel shift of the yield curve
has decreased from
541.0 million
(upward shift) and
572.9 million
(downward shift) in 2002 to
440.8 million
(upward shift) and
461.1 million
(downward shift) in 2003 reflecting decreased volumes of trading
assets as well as lower levels of interest rate risk. As regards
the latter, the market value change as a percentage of fair
value has

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decreased from 3.54% to 3.20% (upward 100 bps
shift) and from 3.75% to 3.34% (downward 100 bps shift), in 2002
and 2003 respectively.


The market value change of our available-for-sale
securities in a 100 bps parallel shift of the yield curve has
increased from
34.8 million
(upward shift) and
25.6 million
(downward shift) in 2002 to
57.7 million
(upward shift) and
48.7 million
(downward shift) in 2003, respectively. This was due to an
increase in the volume of our available-for-sale securities,
mainly debt securities issued by European sovereigns.

The market value change of our loan portfolio in
a 100 bps parallel shift of the yield curve has decreased from
133.1 million
(upward shift) and
129.8 million
(downward shift) in 2002 to
130.1 million
(upward shift) and
128.7 million
(downward shift) in 2003, reflecting the increase of our loan
portfolio as well as the increase of fixed rate loans (mainly
mortgage loans) as a percentage of total loans.

On the liabilities side, the market value change
of our deposits in a 100 bps parallel shift of the yield curve
increased from
47.8 million
(upward shift) and
47.2 million
(downward shift) in 2002 to
62.4 million
(upward shift) and
61.3 million
(downward shift) in 2003, reflecting mainly the increase in the
volume of our deposits.

The market value change of our derivatives
portfolio in a 100 bps parallel shift of the yield curve has
decreased from
456.0 million
(upward shift) and
471.6 million
(downward shift) in 2002 to
373.2 million
(upward shift) and
389.2 million
(downward shift) in 2003. This is primarily attributable to a
decline in the volume of financial futures.

Foreign currency exchange sensitivity
analysis

We deal in several currencies. However, no single
currency could have a significant effect on the fair value of
our financial instruments if it changed significantly compared
to the euro. Hence, a sensitivity analysis has been performed to
show the effects that a simultaneous change of all currencies
against the euro would have on our financial position.

The foreign currency exchange sensitivity
analysis below was performed based on the following assumptions:

Balance sheet items



| |   |                                                                                                                                                                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | For the fiscal year ended December 31, 2002
    and 2003 all balance sheet items have been revalued assuming a
    10% increase and a 10% decrease in the value of all currencies
    other than the euro and those currencies that are denominations
    of the euro against the euro.
|
| |  | All other variables, such as interest rates, were
    held constant.                                                                                                                                                                                                                   

|                                                                           |  |                    |           |                     |  |      |           |      |  |  |         |  |  |  |          |  
|-------------------------------------------------------------------------- |  | ------------------ | --------- | ------------------- |  | ---- | --------- | ---- |  |  | ------- |  |  |  | -------- | -
|                                                                           |  |                    |           |                    
|                                                                           |  | December 31, 2003  |           | Market Value Change
|                                                                           |  |                    |           |                    
|                                                                           |  | Carrying           |           |                     |  |     
|                                                                           |  | amount             |           | Fair value          |  | +10% |           | -10%
|                                                                           |  |                    |           |                     |  |      |           |     
|                                                                           |  |                   
|                                                                           |  | (EUR in thousands)
|Assets                                                                     |  |                    |           |                     |  |      |           |      |  |  |         |  |  |  |          |  
|Cash and due from banks                                                    |  |                    | 789,920   |                     |  |      | 789,920   |      |  |  | 33,987  |  |  |  | (27,808  | )
|Deposits with central bank                                                 |  |                    | 530,424   |                     |  |      | 530,424   |      |  |  | 12,025  |  |  |  | (9,838   | )
|Federal funds sold and securities purchased under
    agreements to resell |  |                    | 3,458,270 |                     |  |      | 3,458,270 |      |  |  | 153     |  |  |  | (125     | )
|Interest bearing deposits with banks                                       |  |                    | 5,068,936 |                     |  |      | 5,068,202 |      |  |  | 235,910 |  |  |  | (193,017 | )

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|                                                                               |  |                    |            |                     |  |      |            |      |  |  |            |   |  |  |          |  
|------------------------------------------------------------------------------ |  | ------------------ | ---------- | ------------------- |  | ---- | ---------- | ---- |  |  | ---------- | - |  |  | -------- | -
|                                                                               |  |                    |            |                    
|                                                                               |  | December 31, 2003  |            | Market Value Change
|                                                                               |  |                    |            |                    
|                                                                               |  | Carrying           |            |                     |  |     
|                                                                               |  | amount             |            | Fair value          |  | +10% |            | -10%
|                                                                               |  |                    |            |                     |  |      |            |     
|                                                                               |  |                   
|                                                                               |  | (EUR in thousands)
|Money market investments                                                       |  |                    | 92,955     |                     |  |      | 92,955     |      |  |  | 5,685      |   |  |  | (4,651   | )
|Debt and equity trading assets                                                 |  |                    | 13,788,871 |                     |  |      | 13,788,871 |      |  |  | 100,210    |   |  |  | (81,990  | )
|Derivative assets                                                              |  |                    | 157,766    |                     |  |      | 157,766    |      |  |  | (27,938    | ) |  |  | 24,976   |  
|Available-for-sale, at fair value                                              |  |                    | 5,514,615  |                     |  |      | 5,514,615  |      |  |  | 188,899    |   |  |  | (154,554 | )
|Net loans                                                                      |  |                    | 21,885,547 |                     |  |      | 23,206,807 |      |  |  | 508,530    |   |  |  | (416,070 | )
|Customers liability on acceptances                                            |  |                    | 295        |                     |  |      | 295        |      |  |  | 30         |   |  |  | (25      | )
|                                                                               |  |                    |            |                     |  |      |            |      |  |  |            |   |  |  |          |  
|Total foreign exchange sensitive assets                                        |  |                    | 51,287,599 |                     |  |      | 52,608,125 |      |  |  | 1,057,491  |   |  |  | (863,102 | )
|                                                                               |  |                    |            |                     |  |      |            |      |  |  |            |   |  |  |          |  
|Liabilities                                                                    |  |                    |            |                     |  |      |            |      |  |  |            |   |  |  |          |  
|Deposits                                                                       |  |                    | 42,042,945 |                     |  |      | 42,044,255 |      |  |  | (1,035,226 | ) |  |  | 847,003  |  
|Central bank borrowings                                                        |  |                    | 6,804      |                     |  |      | 6,804      |      |  |  |            |   |  |  |          |  
|Federal funds purchased and securities sold under
    agreements to repurchase |  |                    | 6,078,897  |                     |  |      | 6,078,897  |      |  |  | (75,900    | ) |  |  | 62,100   |  
|Other borrowed funds                                                           |  |                    | 190,785    |                     |  |      | 190,785    |      |  |  | (19,271    | ) |  |  | 15,767   |  
|Derivative liabilities                                                         |  |                    | 286,854    |                     |  |      | 286,854    |      |  |  | 55,769     |   |  |  | (46,217  | )
|Acceptances outstanding                                                        |  |                    | 295        |                     |  |      | 295        |      |  |  | (30        | ) |  |  | 25       |  
|Long-term debt                                                                 |  |                    | 1,171,467  |                     |  |      | 1,199,621  |      |  |  | (1,341     | ) |  |  | 1,097    |  
|                                                                               |  |                    |            |                     |  |      |            |      |  |  |            |   |  |  |          |  
|Total foreign exchange sensitive liabilities                                   |  |                    | 49,778,047 |                     |  |      | 49,807,511 |      |  |  | (1,075,999 | ) |  |  | 879,775  |  
|                                                                               |  |                    |            |                     |  |      |            |      |  |  |            |   |  |  |          |  
|Total foreign exchange balance sheet sensitivity                               |  |                    | 1,509,552  |                     |  |      | 2,800,614  |      |  |  | (18,508    | ) |  |  | 16,673   |  
|                                                                               |  |                    |            |                     |  |      |            |      |  |  |            |   |  |  |          |  

|                                               |  |                    |           |                     |  |      |         |      |  |  |         |   |  |  |         |  
|---------------------------------------------- |  | ------------------ | --------- | ------------------- |  | ---- | ------- | ---- |  |  | ------- | - |  |  | ------- | -
|                                               |  |                    |           |                    
|                                               |  | December 31, 2003  |           | Market Value Change
|                                               |  |                    |           |                    
|                                               |  | Notional           |           |                     |  |     
|                                               |  | Value              |           | Fair value          |  | +10% |         | -10%
|                                               |  |                    |           |                     |  |      |         |     
|                                               |  |                   
|                                               |  | (EUR in thousands)
|Derivatives                                    |  |                    |           |                     |  |      |         |      |  |  |         |   |  |  |         |  
|Interest rate swaps                            |  |                    | 8,844,366 |                     |  |      | (96,851 | )    |  |  | (4,702  | ) |  |  | 4,273   |  
|Cross currency interest rate swaps             |  |                    | 530,816   |                     |  |      | (25,363 | )    |  |  | (27,983 | ) |  |  | 25,439  |  
|Foreign exchange swaps                         |  |                    | 2,585,402 |                     |  |      | 7,921   |      |  |  | 57,563  |   |  |  | (52,330 | )
|Financial futures                              |  |                    | 5,803,721 |                     |  |      | (17,328 | )    |  |  | 4,878   |   |  |  | (4,435  | )
|Outright foreign exchange forwards             |  |                    | 548,977   |                     |  |      | 856     |      |  |  | (2,128  | ) |  |  | 1,935   |  
|Options                                        |  |                    | 1,140,957 |                     |  |      | 1,805   |      |  |  | 210     |   |  |  | 3,870   |  
|Forward rate agreements                        |  |                    | 320,380   |                     |  |      | (128    | )    |  |  | (7      | ) |  |  | 6       |  
|                                               |  |                    |           |                     |  |      |         |      |  |  |         |   |  |  |         |  
|Total foreign exchange derivatives sensitivity |  |                    |           |                     |  |      |         |      |  |  | 27,831  |   |  |  | (21,242 | )
|                                               |  |                    |           |                     |  |      |         |      |  |  |         |   |  |  |         |  

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|                                                                               |  |                    |            |                     |  |      |            |      |  |  |            |   |  |  |            |  
|------------------------------------------------------------------------------ |  | ------------------ | ---------- | ------------------- |  | ---- | ---------- | ---- |  |  | ---------- | - |  |  | ---------- | -
|                                                                               |  |                    |            |                    
|                                                                               |  | December 31, 2002  |            | Market Value Change
|                                                                               |  |                    |            |                    
|                                                                               |  | Carrying           |            |                     |  |     
|                                                                               |  | amount             |            | Fair value          |  | +10% |            | -10%
|                                                                               |  |                    |            |                     |  |      |            |     
|                                                                               |  |                   
|                                                                               |  | (EUR in thousands)
|Assets                                                                         |  |                    |            |                     |  |      |            |      |  |  |            |   |  |  |            |  
|Cash and due from banks                                                        |  |                    | 764,512    |                     |  |      | 764,512    |      |  |  | 28,889     |   |  |  | (23,636    | )
|Deposits with central bank                                                     |  |                    | 203,036    |                     |  |      | 203,036    |      |  |  | 7,676      |   |  |  | (6,280     | )
|Federal funds sold and securities purchased under
    agreements to resell     |  |                    | 4,744,943  |                     |  |      | 4,744,943  |      |  |  | 1,576      |   |  |  | (1,289     | )
|Interest bearing deposits with banks                                           |  |                    | 5,486,932  |                     |  |      | 5,486,932  |      |  |  | 291,391    |   |  |  | (238,411   | )
|Money market investments                                                       |  |                    | 125,448    |                     |  |      | 125,448    |      |  |  | 10,135     |   |  |  | (8,292     | )
|Debt and equity trading assets                                                 |  |                    | 15,278,098 |                     |  |      | 15,278,098 |      |  |  | 212,679    |   |  |  | (174,010   | )
|Derivative assets                                                              |  |                    | 75,625     |                     |  |      | 75,625     |      |  |  | (18,899    | ) |  |  | 18,899     |  
|Available-for-sale, at fair value                                              |  |                    | 3,843,962  |                     |  |      | 3,843,962  |      |  |  | 216,514    |   |  |  | (177,148   | )
|Net loans                                                                      |  |                    | 19,620,180 |                     |  |      | 20,808,883 |      |  |  | 489,570    |   |  |  | (400,557   | )
|Customers liability on acceptances                                            |  |                    | 1,572      |                     |  |      | 1,572      |      |  |  | 173        |   |  |  | (142       | )
|                                                                               |  |                    |            |                     |  |      |            |      |  |  |            |   |  |  |            |  
|Total foreign exchange sensitive assets                                        |  |                    | 50,144,308 |                     |  |      | 51,333,011 |      |  |  | 1,239,704  |   |  |  | (1,010,866 | )
|                                                                               |  |                    |            |                     |  |      |            |      |  |  |            |   |  |  |            |  
|Liabilities                                                                    |  |                    |            |                     |  |      |            |      |  |  |            |   |  |  |            |  
|Deposits                                                                       |  |                    | 40,288,833 |                     |  |      | 40,959,914 |      |  |  | (1,120,803 | ) |  |  | 917,020    |  
|Central bank borrowings                                                        |  |                    | 6,804      |                     |  |      | 6,804      |      |  |  |           |   |  |  |           |  
|Federal funds purchased and securities sold under
    agreements to repurchase |  |                    | 8,278,892  |                     |  |      | 8,278,892  |      |  |  | (85,711    | ) |  |  | 70,127     |  
|Other borrowed funds                                                           |  |                    | 236,458    |                     |  |      | 236,458    |      |  |  | (23,056    | ) |  |  | 18,864     |  
|Derivative liabilities                                                         |  |                    | 471,938    |                     |  |      | 471,938    |      |  |  | (32,018    | ) |  |  | 32,018     |  
|Acceptances outstanding                                                        |  |                    | 1,572      |                     |  |      | 1,572      |      |  |  | (173       | ) |  |  | 142        |  
|Long-term debt                                                                 |  |                    | 813,947    |                     |  |      | 812,620    |      |  |  | (806       | ) |  |  | 659        |  
|                                                                               |  |                    |            |                     |  |      |            |      |  |  |            |   |  |  |            |  
|Total foreign exchange sensitive liabilities                                   |  |                    | 50,098,444 |                     |  |      | 50,768,198 |      |  |  | (1,262,567 | ) |  |  | 1,038,830  |  
|                                                                               |  |                    |            |                     |  |      |            |      |  |  |            |   |  |  |            |  
|Total foreign exchange balance sheet sensitivity                               |  |                    | 45,864     |                     |  |      | 564,813    |      |  |  | (22,863    | ) |  |  | 27,964     |  
|                                                                               |  |                    |            |                     |  |      |            |      |  |  |            |   |  |  |            |  

|                                               |  |                    |           |                     |  |      |          |      |  |  |         |   |  |  |        | 
|---------------------------------------------- |  | ------------------ | --------- | ------------------- |  | ---- | -------- | ---- |  |  | ------- | - |  |  | ------ | 
|                                               |  |                    |           |                    
|                                               |  | December 31, 2002  |           | Market Value Change
|                                               |  |                    |           |                    
|                                               |  | Notional           |           |                     |  |     
|                                               |  | Value              |           | Fair value          |  | +10% |          | -10%
|                                               |  |                    |           |                     |  |      |          |     
|                                               |  |                   
|                                               |  | (EUR in thousands)
|Derivatives                                    |  |                    |           |                     |  |      |          |      |  |  |         |   |  |  |        | 
|Interest rate swaps                            |  |                    | 5,684,673 |                     |  |      | (204,200 | )    |  |  | (11,238 | ) |  |  | 11,238 | 
|Cross currency interest rate swaps             |  |                    | 649,136   |                     |  |      | (52,214  | )    |  |  | (28,357 | ) |  |  | 28,357 | 
|Foreign exchange swaps                         |  |                    | 4,213,859 |                     |  |      | (10,241  | )    |  |  | (6,594  | ) |  |  | 6,594  | 
|Financial futures                              |  |                    | 6,562,173 |                     |  |      | (133,151 | )    |  |  | (2,001  | ) |  |  | 2,001  | 
|Outright foreign exchange forwards             |  |                    | 861,801   |                     |  |      | (392     | )    |  |  | (2,679  | ) |  |  | 2,679  | 
|Options                                        |  |                    | 240,616   |                     |  |      | 3,906    |      |  |  | (48     | ) |  |  | 48     | 
|Forward rate agreements                        |  |                    | 195,356   |                     |  |      | (21      | )    |  |  |        |   |  |  |       | 
|                                               |  |                    |           |                     |  |      |          |      |  |  |         |   |  |  |        | 
|Total foreign exchange derivatives sensitivity |  |                    |           |                     |  |      |          |      |  |  | (50,917 | ) |  |  | 50,917 | 
|                                               |  |                    |           |                     |  |      |          |      |  |  |         |   |  |  |        | 

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ITEM
12     DESCRIPTION OF SECURITIES OTHER
THAN EQUITY SECURITIES

Not applicable.




PART II



ITEM 13     DEFAULTS,
DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.






|        |                                                                                 
|------- | --------------------------------------------------------------------------------
|ITEM 14 | MATERIAL MODIFICATIONS TO THE RIGHTS OF
    SECURITY HOLDERS AND USE OF PROCEEDS



| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A. | On April 26, 2001, the Banks
    shareholders voted at a Repeat General Meeting of Shareholders
    to approve resolutions to express the nominal value of the
    Banks shares and the Banks share capital in euro as
    well as drachma, to repurchase from DEKA and cancel 6,461,096
    shares of the Bank and to increase the nominal value of the
    Banks shares from GRD 1,450 or
    4.26 to
    GRD 1,533.75 or
    4.50. These
    resolutions received the requisite ratification of the Greek
    Ministry of Development on May 23, 2001. On the same day,
    the Banks Board of Directors certified the increase of the
    share capital and the Banks Articles of Association were
    amended. The Banks share began trading with its new
    nominal value on the ASE on May 28, 2001.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On May 9, 2002, the Banks shareholders
    voted at a Repeat General Meeting of Shareholders to approve
    resolutions to express the nominal value of the Banks
    shares and the Banks share capital in euro only.                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | On November 20, 2002, the Banks share
    capital was increased by
    17,057,403
    resulting from the contribution of
    8,086,472.32 in
    connection with the merger by absorption of ETEBA, the
    Banks investment banking subsidiary in Greece, and from
    the capitalization of
    8,970,930.68 of
    the share premium reserve of the Bank so that the nominal value
    of the Banks shares following the ETEBA merger would
    remain 4.50.                                                                                                                                                    
|
| | On May 9, 2003, the annual
    shareholders meeting approved the increase in the
    Banks share capital by
    104,341,945.50
    through capitalization of reserves, and the issuance of
    23,187,099 new bonus shares to be distributed to the Banks
    shareholders in proportion of one new share for every ten shares
    held as of the record date, May 30, 2003. Following the
    issuance of the bonus shares, the Banks share capital is
    1,147,761,382.50,
    represented by 255,058,085 fully-paid shares, nominal value
    4.50 per share.                                                  
|
| | On May 18, 2004, the Banks
    shareholders at the Annual General Meeting approved the increase
    in the Banks share capital by
    344,328,417
    through capitalization of reserves and the issuance of
    76,517,426 new bonus shares to be distributed to the Banks
    shareholders in a proportion of three new share for every ten
    shares held as of the record date, June 10, 2004. Following
    the issuance of the bonus shares, on June 18, 2004, the
    Banks share capital is
    1,492,089,799.50,
    represented by 331,575,511 fully-paid shares, with nominal value
    4.50 per share.



| |    |                
| | -- | ---------------
| | B. | Not applicable.
|
| | C. | Not applicable.
|
| | D. | Not applicable.
|
| | E. | Use of Proceeds

To date, we have applied all of the proceeds of
the Banks offer and listing pursuant to its Registration
Statements on Form F-1, (file no. 333-10914, as
amended, and file no. 333-11038) which became effective on
October 18, 1999 and October 21, 1999, respectively.
That offering commenced on October 4, 1999 and closing took
place on October 25, 1999. The offering did not terminate
before all of the Banks registered shares were sold.

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We received proceeds from the offering amounting
to approximately US$36,809,125, net of underwriting discounts
and commissions. We have used those proceeds in the following
manner: (1) to fund expansion abroad, particularly in the
Balkans, (2) to continue to upgrade our existing
information technology systems and (3) to purchase certain
buildings and equipment.




ITEM 15     CONTROLS
AND PROCEDURES

As of December 31, 2003, we performed an
evaluation, under the supervision and with the participation of
our management, including our Governor and Chairman, Deputy
Governor and Chief Financial Officer and Chief Operations
Officer of the effectiveness of our disclosure controls and
procedures. Based upon that evaluation, the Governor and
Chairman, Deputy Governor and the Chief Financial Officer and
Chief Operations Officer have concluded that our disclosure
controls and procedures are effective in ensuring that material
financial and non-financial information required to be disclosed
in this annual report is recorded, processed, summarized and
reported in a timely manner. Since the date of the evaluation,
there have been no significant changes in our internal controls
or in other factors that could significantly affect the
controls. Therefore, no corrective actions were taken.

Changes in Internal Control over Financial
Reporting

During the year ended December 31, 2003,
there have been no changes in our internal control over
financial reporting, that have materially affected, or are
reasonably likely to materially affect our internal controls
over financial reporting.




ITEM 16A     AUDIT
COMMITTEE FINANCIAL EXPERT

On May 18, 2004, the Banks Board of
Directors appointed Mr. Stephanos Pantzopoulos, a
non-executive member of the Board, as the Audit Committee
Financial Expert. The Banks Board determined that
Mr. Pantzopoulos qualifies as the Audit Committee Financial
Expert. Mr. Pantzopoulos holds a degree in economics, was
in public accounting service in Greece and abroad for more than
35 years and has served as Chairman and Managing Partner of
the Greek practice of Arthur Andersen from 1977 to 1998. During
that period of time, Mr. Pantzopoulos was actively involved
in the supervision of the audit (in accordance with the
U.S. GAAP) of the accounts of a large number of subsidiary
companies, affiliated companies and branches in Greece of
U.S.-based companies. In addition, Mr. Pantzopoulos has
served as member of the Supervisory Board of the Greek Certified
Public Accountants Association from 1992 to 2000 and he is
currently the Deputy-Chairman of the Associations
Committee for International Relations, representing Greece in
the European Unions Committee on Auditing Affairs.
Mr. Pantzopoulos has also served as member of the Board of
Directors of the Hellenic-American Chamber of Commerce for a
number of years.




ITEM 16B     CODE OF
ETHICS

The Banks Board of Directors approved a
Code of Ethics for Senior and Financial Professionals on
February 12, 2004, which covers all Group companies. The
Code covers the activities of the Executive Members of the Board
of each Group entity, the CEO and CFO of each Group company as
well as all persons responsible for the preparation of financial
statements and those dealing with investor relations. The Code,
among other matters, includes provisions for compliance with
applicable rules and regulations, demonstrating personal
integrity, engaging in honest and ethical conduct, and ensuring
that public communications by the Bank are complete, accurate,
timely and understandable. A copy of the Code of Ethics for
Financial Professionals is included as Exhibit 11 to this
Annual Report and has been posted on the Banks web-site at
the following address: www.nbg.gr.




ITEM
16C     PRINCIPAL ACCOUNTANT FEES AND
SERVICES

Deloitte & Touche Hadjipavlou Sofianos &
Cambanis S.A. has served as our independent public accountants
for each of the past three years ended December 31, 2003.
The following table presents the aggregate fees for professional
audit services and other services rendered by the Groups
principal accounting firm Deloitte &

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Touche Hadjipavlou Sofianos & Cambanis S.A.,
the other member firms of Deloitte & Touche Tohmatsu, and
their respective affiliates (collectively, Deloitte)
in 2003 and 2002.


|                   |  |                            |         |      |  |  |         | 
|------------------ |  | -------------------------- | ------- | ---- |  |  | ------- | 
|                   |  |                           
|                   |  | Year ended December 31,   
|                   |  |                           
|Fees by category   |  | 2002                       |         | 2003
|                   |  |                            |         |     
|                   |  |                           
|                   |  | (amounts in EUR thousands)
|Audit fees         |  |                            | 2,313.4 |      |  |  | 2,171.2 | 
|Audit-related fees |  |                            | 86.0    |      |  |  | 18.5    | 
|Tax fees           |  |                            | 126.1   |      |  |  | 92.2    | 
|All other fees     |  |                            | 98.3    |      |  |  | 3.3     | 
|                   |  |                            |         |      |  |  |         | 
|Total              |  |                            | 2,623.8 |      |  |  | 2,285.2 | 
|                   |  |                            |         |      |  |  |         | 

Audit Fees

Fees billed for audit services for the year ended
December 31, 2002 consisted primarily of the audit of the
Groups consolidated U.S. GAAP financial statements, the
audit of statutory and subsidiary financial statements,
SAS 70 reports, comfort letters, and SEC consents.

Fees billed for audit services for the year ended
December 31, 2003 consisted primarily of the audit of the
Groups consolidated U.S. GAAP financial statements, the
audit of statutory and subsidiary financial statements, comfort
letters, and SEC consents.

Audit-Related Fees

Fees billed for audit-related services for the
year ended December 31, 2002 consisted primarily of
employee benefit plan audits, other audit and attest services,
and system and application control reviews.

Fees billed for audit-related services for the
year ended December 31, 2003 consisted primarily of
employee benefit plan audits, other audit and attest services,
and financial accounting and reporting consultations.

Tax Fees

Fees billed for tax services for the years ended
December 31, 2002 and 2003 consisted primarily of tax
compliance, advisory, and planning services and preparation of
tax returns.

All other Fees

Fees billed for other services for the year ended
December 31, 2002 consisted primarily of procedures
performed in connection with regulatory reports, ACL training
services, and due diligence services.

Fees billed for other services for the year ended
December 31, 2003 consisted primarily of a presentation on
corporate governance.

The Audit Committee has implemented a policy to
approve, on a case-by-case basis, as of May 6, 2003, all
audit-related services, tax services, and other services in
accordance with the rules and regulations concerning auditor
independence promulgated by the SEC to implement the
Sarbanes-Oxley Act of 2002. The Audit Committee does not provide
general pre-approval of certain types of services and continues
to approve specific services individually. For 2003, the Audit
Committee has approved the audit of the Groups
consolidated U.S. GAAP financial statements. Engagement letters
with the auditors regarding remaining Audit fees,
Audit related fees, Tax fees and
All other fees for 2003 were signed prior to
May 6, 2003, and therefore were not approved by the Audit
Committee.

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PART III




ITEM 17     FINANCIAL
STATEMENTS

Please see Item 18.




ITEM 18     FINANCIAL
STATEMENTS

National Bank of Greece S.A. and
Subsidiaries

Consolidated Financial Statements as of
December 31, 2002 and 2003

and for the Years Ended December 31,
2001, 2002 and 2003 and


Report of Independent Registered Certified
Public Accountants





INDEX TO FINANCIAL STATEMENTS

|                                                                  |                                                                                                                         |  |     |     | 
|----------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- |  | --- | --- | 
|REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC
    ACCOUNTANTS |                                                                                                                         |  | 160 |    
|CONSOLIDATED FINANCIAL STATEMENTS                                 |                                                                                                                         |  |     |    
|                                                                  | Consolidated Balance Sheets as of
    December 31, 2002 and 2003                                                        |  |     | 161 | 
|                                                                  | Consolidated Statements of Income and
    Comprehensive Income for the years ended
    December 31, 2001, 2002 and 2003 |  |     | 166 | 
|                                                                  | Consolidated Statements of Changes in
    Shareholders Equity for the years ended
    December 31, 2001, 2002 and 2003 |  |     | 164 | 
|                                                                  | Consolidated Statements of Cash Flows for the
    years ended December 31, 2001, 2002 and 2003                          |  |     | 165 | 
|                                                                  | Notes to Consolidated Financial Statements                                                                              |  |     | 166 | 

159



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##### Table of Contents



Report of Independent Registered Certified
Public Accountants

To the Shareholders of the

National Bank of Greece S.A. and subsidiaries


Athens, Greece


We have audited the accompanying consolidated
balance sheets of National Bank of Greece S.A. and
subsidiaries (the Group) as of
December 31, 2002 and 2003 and the related consolidated
statements of income and comprehensive income,
shareholders equity and cash flows for each of the three
years in the period ended December 31, 2003. These
financial statements are the responsibility of the Groups
management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred
to above present fairly, in all material respects, the financial
position of National Bank of Greece S.A. and subsidiaries
as of December 31, 2002 and 2003, and the results of their
operations and their cash flows for each of the three years in
the period ended December 31, 2003, in conformity with
accounting principles generally accepted in the
United States of America.

Our audits also comprehended the translation of
the EUR amounts into U.S. dollar amounts and, in our
opinion; such translation has been made in conformity with the
basis stated in Note 2. Such US dollar amounts are
presented solely for the convenience of the readers in the
United States.

Deloitte & Touche Hadjipavlou
Sofianos & Cambanis S.A.

Athens, Greece

June 22, 2004


160



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##### Table of Contents



NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

|                                               |                                                                                                                                          |                                   |  |                    |    |            |            |            |            |   |            |            |            |   |            |            |            |  
|---------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------- |  | ------------------ | -- | ---------- | ---------- | ---------- | ---------- | - | ---------- | ---------- | ---------- | - | ---------- | ---------- | ---------- | -
|                                               |                                                                                                                                          |                                   |  |                   
|                                               |                                                                                                                                          |                                   |  | As of December 31,
|                                               |                                                                                                                                          |                                   |  |                   
|                                               |                                                                                                                                          | Note                              |  | 2002               |    | 2003       |            | 2003      
|                                               |                                                                                                                                          |                                   |  |                    |    |            |            |           
|                                               |                                                                                                                                          |                                   |  |                    |    |            |            | (USD in   
|                                               |                                                                                                                                          |                                   |  | (EUR in            |    | (EUR in    |            | thousands)
|                                               |                                                                                                                                          |                                   |  | thousands)         |    | thousands) |            | (Note 2)  
|ASSETS                                         |                                                                                                                                          |                                   |  |                    |    |            |            |            |            |   |            |            |            |   |            |           
|                                               | Cash and due from banks                                                                                                                  |                                   |  | 5                  |    |            |            | 764,512    |            |   |            | 789,920    |            |   |            | 948,625    |           
|                                               | Deposits with central bank                                                                                                               |                                   |  | 6                  |    |            |            | 203,036    |            |   |            | 530,424    |            |   |            | 636,993    |           
|                                               | Federal funds sold and securities purchased under
    agreements to resell                                                               |                                   |  | 7                  |    |            |            | 4,744,943  |            |   |            | 3,458,270  |            |   |            | 4,153,080  |           
|                                               | Interest bearing deposits with banks                                                                                                     |                                   |  | 8                  |    |            |            | 5,486,932  |            |   |            | 5,068,936  |            |   |            | 6,087,350  |           
|                                               | Money market investments                                                                                                                 |                                   |  | 9                  |    |            |            | 125,448    |            |   |            | 92,955     |            |   |            | 111,631    |           
|                                               | Trading assets (includes EUR 2,605,456
    thousand and EUR 5,232,722 thousand in 2002 and 2003
    respectively, pledged as collateral) |                                   |  | 10                 |    |            |            | 15,278,098 |            |   |            | 13,788,871 |            |   |            | 16,559,230 |           
|                                               | Derivative assets                                                                                                                        |                                   |  | 11                 |    |            |            | 75,625     |            |   |            | 157,766    |            |   |            | 189,463    |           
|                                               | Securities:                                                                                                                              |                                   |  |                    |    |            |            |            |            |   |            |            |            |   |            |            |           
|                                               |                                                                                                                                          | Available-for-sale, at fair value |  |                    | 12 |            |            |            | 3,843,962  |   |            |            | 5,514,615  |   |            |            | 6,622,571  |  
|                                               | Equity method investments                                                                                                                |                                   |  | 13                 |    |            |            | 269,140    |            |   |            | 200,690    |            |   |            | 241,011    |           
|                                               | Loans                                                                                                                                    |                                   |  | 14                 |    |            |            | 20,631,325 |            |   |            | 22,933,040 |            |   |            | 27,540,579 |           
|                                               |                                                                                                                                          | Less: Allowance for loan losses   |  |                    |    |            |            |            | (1,011,145 | ) |            |            | (1,047,493 | ) |            |            | (1,257,948 | )
|                                               |                                                                                                                                          |                                   |  |                    |    |            |            |            |            |   |            |            |            |   |            |           
|                                               | Net loans                                                                                                                                |                                   |  |                    |    |            |            | 19,620,180 |            |   |            | 21,885,547 |            |   |            | 26,282,631 |           
|                                               |                                                                                                                                          |                                   |  |                    |    |            |            |            |            |   |            |            |            |   |            |           
|                                               | Goodwill                                                                                                                                 |                                   |  | 15                 |    |            |            | 412,133    |            |   |            | 289,077    |            |   |            | 347,156    |           
|                                               | Software and other intangibles                                                                                                           |                                   |  | 15                 |    |            |            | 63,159     |            |   |            | 65,937     |            |   |            | 79,185     |           
|                                               | Premises and equipment, net                                                                                                              |                                   |  | 16                 |    |            |            | 626,063    |            |   |            | 668,076    |            |   |            | 802,301    |           
|                                               | Customers liability on acceptances                                                                                                      |                                   |  |                    |    |            |            | 1,572      |            |   |            | 295        |            |   |            | 354        |           
|                                               | Accrued interest receivable                                                                                                              |                                   |  |                    |    |            |            | 805,172    |            |   |            | 649,812    |            |   |            | 780,368    |           
|                                               | Other assets                                                                                                                             |                                   |  | 17                 |    |            |            | 2,926,242  |            |   |            | 2,166,708  |            |   |            | 2,602,027  |           
|                                               |                                                                                                                                          |                                   |  |                    |    |            |            |            |            |   |            |            |            |   |            |           
|TOTAL ASSETS                                   |                                                                                                                                          |                                   |  |                    |    |            | 55,246,217 |            |            |   | 55,327,899 |            |            |   | 66,443,976 |           
|                                               |                                                                                                                                          |                                   |  |                    |    |            |            |            |            |   |            |            |            |   |            |           
|LIABILITIES AND SHAREHOLDERS
    EQUITY       |                                                                                                                                          |                                   |  |                    |    |            |            |            |            |   |            |            |            |   |            |           
|                                               | Interest bearing deposits                                                                                                                |                                   |  | 19                 |    |            |            | 36,727,347 |            |   |            | 38,380,189 |            |   |            | 46,091,256 |           
|                                               | Non-interest bearing deposits                                                                                                            |                                   |  | 19                 |    |            |            | 3,561,486  |            |   |            | 3,662,756  |            |   |            | 4,398,650  |           
|                                               |                                                                                                                                          |                                   |  |                    |    |            |            |            |            |   |            |            |            |   |            |           
|Total deposits                                 |                                                                                                                                          |                                   |  |                    |    |            | 40,288,833 |            |            |   | 42,042,945 |            |            |   | 50,489,906 |           
|                                               | Central bank borrowings                                                                                                                  |                                   |  | 20                 |    |            |            | 6,804      |            |   |            | 6,804      |            |   |            | 8,171      |           
|                                               | Federal funds purchased and securities sold under
    agreements to repurchase                                                           |                                   |  | 21                 |    |            |            | 8,278,892  |            |   |            | 6,078,897  |            |   |            | 7,300,225  |           
|                                               | Derivative liabilities                                                                                                                   |                                   |  | 11                 |    |            |            | 471,938    |            |   |            | 286,854    |            |   |            | 344,487    |           
|                                               | Other borrowed funds                                                                                                                     |                                   |  | 22                 |    |            |            | 236,458    |            |   |            | 190,785    |            |   |            | 229,116    |           
|                                               | Acceptances outstanding                                                                                                                  |                                   |  |                    |    |            |            | 1,572      |            |   |            | 295        |            |   |            | 354        |           
|                                               | Accounts payable, accrued expenses and other
    liabilities                                                                             |                                   |  | 23                 |    |            |            | 2,529,798  |            |   |            | 2,673,558  |            |   |            | 3,210,709  |           
|                                               | Insurance reserves                                                                                                                       |                                   |  | 24                 |    |            |            | 1,152,375  |            |   |            | 1,240,426  |            |   |            | 1,489,643  |           
|                                               | Long-term debt                                                                                                                           |                                   |  | 25                 |    |            |            | 813,947    |            |   |            | 1,171,467  |            |   |            | 1,406,830  |           
|                                               |                                                                                                                                          |                                   |  |                    |    |            |            |            |            |   |            |            |            |   |            |           
|Total liabilities                              |                                                                                                                                          |                                   |  |                    |    |            | 53,780,617 |            |            |   | 53,692,031 |            |            |   | 64,479,441 |           
|                                               |                                                                                                                                          |                                   |  |                    |    |            |            |            |            |   |            |            |            |   |            |           
|                                               | Minority interests                                                                                                                       |                                   |  |                    |    |            |            | 228,437    |            |   |            | 245,413    |            |   |            | 294,719    |           
|SHAREHOLDERS EQUITY:                          |                                                                                                                                          |                                   |  |                    |    |            |            |            |            |   |            |            |            |   |            |           
|                                               | Common stock, par value EUR 4.5 in 2002 and EUR
    4.5 in 2003 (shares authorised, issued and outstanding:                              |                                   |  |                    |    |            |            |            |            |   |            |            |            |   |            |            |           
|                                               | 231,870,986 and 255,058,085 at 2002 and 2003
    respectively)                                                                           |                                   |  |                    |    |            |            | 1,043,419  |            |   |            | 1,147,761  |            |   |            | 1,378,361  |           
|                                               | Additional paid-in capital                                                                                                               |                                   |  | 32                 |    |            |            | 408,058    |            |   |            | 379,450    |            |   |            | 455,686    |           
|                                               | Accumulated surplus                                                                                                                      |                                   |  |                    |    |            |            | 296,129    |            |   |            | 214,942    |            |   |            | 258,127    |           
|                                               | Accumulated other comprehensive (loss)                                                                                                   |                                   |  | 38                 |    |            |            | (89,408    | )          |   |            | (2,908     | )          |   |            | (3,492     | )         
|                                               | Treasury stock, at cost (11,411,727 and
    10,693,858 shares at 2002 and 2003 respectively)                                             |                                   |  |                    |    |            |            | (421,035   | )          |   |            | (348,790   | )          |   |            | (418,866   | )         
|                                               |                                                                                                                                          |                                   |  |                    |    |            |            |            |            |   |            |            |            |   |            |           
|Total shareholders equity                     |                                                                                                                                          |                                   |  |                    |    |            | 1,237,163  |            |            |   | 1,390,455  |            |            |   | 1,669,816  |           
|                                               |                                                                                                                                          |                                   |  |                    |    |            |            |            |            |   |            |            |            |   |            |           
|TOTAL LIABILITIES AND SHAREHOLDERS
    EQUITY |                                                                                                                                          |                                   |  |                    |    |            | 55,246,217 |            |            |   | 55,327,899 |            |            |   | 66,443,976 |           
|                                               |                                                                                                                                          |                                   |  |                    |    |            |            |            |            |   |            |            |            |   |            |           

161



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND
COMPREHENSIVE INCOME

|                             |                                                                                                                                              |      |  |                         |  |            |           |            |   |            |           |           |   |  |           |           |   |  |           |           |  
|---------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------- | ---- |  | ----------------------- |  | ---------- | --------- | ---------- | - | ---------- | --------- | --------- | - |  | --------- | --------- | - |  | --------- | --------- | -
|                             |                                                                                                                                              |      |  |                        
|                             |                                                                                                                                              |      |  | Year ended December 31,
|                             |                                                                                                                                              |      |  |                        
|                             |                                                                                                                                              | Note |  | 2001                    |  | 2002       |           | 2003       |   | 2003      
|                             |                                                                                                                                              |      |  |                         |  |            |           |            |   |           
|                             |                                                                                                                                              |      |  | (EUR in                 |  | (EUR in    |           | (EUR in    |   | (USD in   
|                             |                                                                                                                                              |      |  | thousands)              |  | thousands) |           | thousands) |   | thousands)
|                             |                                                                                                                                              |      |  |                         |  |            |           |            |   | (Note 2)  
|Interest Income:             |                                                                                                                                              |      |  |                         |  |            |           |            |   |            |           |           |   |  |           |           |   |  |           |          
|                             | Loans                                                                                                                                        |      |  |                         |  |            |           | 1,220,270  |   |            |           | 1,154,660 |   |  |           | 1,190,337 |   |  |           | 1,429,491 |  
|                             | Securities available-for-sale                                                                                                                |      |  |                         |  |            |           | 171,203    |   |            |           | 167,315   |   |  |           | 143,893   |   |  |           | 172,803   |  
|                             | Trading assets                                                                                                                               |      |  |                         |  |            |           | 689,027    |   |            |           | 756,576   |   |  |           | 542,099   |   |  |           | 651,014   |  
|                             | Federal funds sold and securities purchased under
    agreements to resell                                                                   |      |  |                         |  |            |           | 27,843     |   |            |           | 70,668    |   |  |           | 122,901   |   |  |           | 147,593   |  
|                             | Interest-bearing deposits with banks                                                                                                         |      |  |                         |  |            |           | 475,857    |   |            |           | 240,158   |   |  |           | 111,048   |   |  |           | 133,359   |  
|                             | Other                                                                                                                                        |      |  |                         |  |            |           | 37,110     |   |            |           | 27,321    |   |  |           | 20,055    |   |  |           | 24,084    |  
|                             |                                                                                                                                              |      |  |                         |  |            |           |            |   |            |           |           |   |  |           |           |   |  |           |          
|Total interest income        |                                                                                                                                              |      |  |                         |  |            | 2,621,310 |            |   |            | 2,416,698 |           |   |  | 2,130,333 |           |   |  | 2,558,344 |          
|Interest Expense:            |                                                                                                                                              |      |  |                         |  |            |           |            |   |            |           |           |   |  |           |           |   |  |           |          
|                             | Deposits                                                                                                                                     |      |  |                         |  |            |           | 1,209,218  |   |            |           | 923,640   |   |  |           | 592,891   |   |  |           | 712,010   |  
|                             | Federal funds purchased and securities sold under
    agreements to repurchase                                                               |      |  | 21                      |  |            |           | 149,561    |   |            |           | 211,724   |   |  |           | 186,152   |   |  |           | 223,552   |  
|                             | Other borrowed funds                                                                                                                         |      |  | 22                      |  |            |           | 9,148      |   |            |           | 5,654     |   |  |           | 5,031     |   |  |           | 6,042     |  
|                             | Long-term debt                                                                                                                               |      |  | 25                      |  |            |           | 14,934     |   |            |           | 22,481    |   |  |           | 33,752    |   |  |           | 40,533    |  
|                             | Other                                                                                                                                        |      |  |                         |  |            |           | 10,252     |   |            |           | 11,524    |   |  |           | 5,728     |   |  |           | 6,879     |  
|                             |                                                                                                                                              |      |  |                         |  |            |           |            |   |            |           |           |   |  |           |           |   |  |           |          
|Total interest expense:      |                                                                                                                                              |      |  |                         |  |            | 1,393,113 |            |   |            | 1,175,023 |           |   |  | 823,554   |           |   |  | 989,016   |          
|                             |                                                                                                                                              |      |  |                         |  |            |           |            |   |            |           |           |   |  |           |           |   |  |           |          
|                             | Net interest income before provision for loan
    losses                                                                                     |      |  |                         |  |            |           | 1,228,197  |   |            |           | 1,241,675 |   |  |           | 1,306,779 |   |  |           | 1,569,328 |  
|                             | Provision for loan losses                                                                                                                    |      |  | 14                      |  |            |           | (170,786   | ) |            |           | (143,391  | ) |  |           | (140,543  | ) |  |           | (168,780  | )
|                             |                                                                                                                                              |      |  |                         |  |            |           |            |   |            |           |           |   |  |           |           |   |  |           |          
|                             | Net interest income after provision for loan
    losses                                                                                      |      |  |                         |  |            |           | 1,057,411  |   |            |           | 1,098,284 |   |  |           | 1,166,236 |   |  |           | 1,400,548 |  
|Non-Interest Income:         |                                                                                                                                              |      |  |                         |  |            |           |            |   |            |           |           |   |  |           |           |   |  |           |          
|                             | Credit card fees                                                                                                                             |      |  |                         |  |            |           | 46,756     |   |            |           | 57,400    |   |  |           | 64,572    |   |  |           | 77,545    |  
|                             | Service charges on deposit accounts                                                                                                          |      |  |                         |  |            |           | 24,423     |   |            |           | 36,198    |   |  |           | 48,789    |   |  |           | 58,591    |  
|                             | Other fees and commissions                                                                                                                   |      |  |                         |  |            |           | 305,884    |   |            |           | 286,627   |   |  |           | 337,406   |   |  |           | 405,195   |  
|                             | Net trading profit/(loss)                                                                                                                    |      |  |                         |  |            |           | (138,348   | ) |            |           | (227,443  | ) |  |           | 111,872   |   |  |           | 134,349   |  
|                             | Net realized gains/(losses) on sales of
    available-for-sale securities                                                                    |      |  | 12                      |  |            |           | 12,353     |   |            |           | 7,085     |   |  |           | (96,057   | ) |  |           | (115,356  | )
|                             | Equity in earnings or (losses) of investees                                                                                                  |      |  | 13                      |  |            |           | (1,086     | ) |            |           | 5,787     |   |  |           | 21,748    |   |  |           | 26,117    |  
|                             | Other                                                                                                                                        |      |  | 27                      |  |            |           | 806,992    |   |            |           | 799,618   |   |  |           | 815,140   |   |  |           | 978,912   |  
|                             |                                                                                                                                              |      |  |                         |  |            |           |            |   |            |           |           |   |  |           |           |   |  |           |          
|Total non-interest income    |                                                                                                                                              |      |  |                         |  |            | 1,056,974 |            |   |            | 965,272   |           |   |  | 1,303,470 |           |   |  | 1,565,353 |          
|Non-interest Expense:        |                                                                                                                                              |      |  |                         |  |            |           |            |   |            |           |           |   |  |           |           |   |  |           |          
|                             | Salaries                                                                                                                                     |      |  |                         |  |            |           | 555,024    |   |            |           | 563,152   |   |  |           | 558,153   |   |  |           | 670,293   |  
|                             | Employee benefits                                                                                                                            |      |  |                         |  |            |           | 265,890    |   |            |           | 324,562   |   |  |           | 278,749   |   |  |           | 334,753   |  
|                             | Occupancy expenses                                                                                                                           |      |  |                         |  |            |           | 46,908     |   |            |           | 44,757    |   |  |           | 54,715    |   |  |           | 65,708    |  
|                             | Equipment expenses                                                                                                                           |      |  |                         |  |            |           | 20,977     |   |            |           | 22,153    |   |  |           | 22,047    |   |  |           | 26,476    |  
|                             | Depreciation of premises and equipment                                                                                                       |      |  |                         |  |            |           | 67,897     |   |            |           | 80,261    |   |  |           | 75,612    |   |  |           | 90,803    |  
|                             | Amortization of intangible assets                                                                                                            |      |  |                         |  |            |           | 62,580     |   |            |           | 42,017    |   |  |           | 30,731    |   |  |           | 36,905    |  
|                             | Impairment of equity method investments                                                                                                      |      |  |                         |  |            |           |           |   |            |           |          |   |  |           | 77,378    |   |  |           | 92,924    |  
|                             | Impairment of goodwill                                                                                                                       |      |  |                         |  |            |           |           |   |            |           |          |   |  |           | 134,235   |   |  |           | 161,205   |  
|                             | Loss on permanent diminution in the value of
    available-for-sale securities                                                               |      |  |                         |  |            |           |           |   |            |           | 35,537    |   |  |           |          |   |  |           |          |  
|                             | Deposit insurance premium                                                                                                                    |      |  |                         |  |            |           | 9,221      |   |            |           | 10,613    |   |  |           | 13,481    |   |  |           | 16,190    |  
|                             | Other                                                                                                                                        |      |  | 28                      |  |            |           | 874,134    |   |            |           | 959,130   |   |  |           | 978,264   |   |  |           | 1,174,810 |  
|                             |                                                                                                                                              |      |  |                         |  |            |           |            |   |            |           |           |   |  |           |           |   |  |           |          
|Total non-interest expense   |                                                                                                                                              |      |  |                         |  |            | 1,902,631 |            |   |            | 2,082,182 |           |   |  | 2,223,365 |           |   |  | 2,670,067 |          
|                             |                                                                                                                                              |      |  |                         |  |            |           |            |   |            |           |           |   |  |           |           |   |  |           |          
|                             | Income before income tax expense, minority
    interests, extraordinary items and effect of accounting change                                |      |  |                         |  |            |           | 211,754    |   |            |           | (18,626   | ) |  |           | 246,341   |   |  |           | 295,834   |  
|                             | Income tax (expense)/benefit                                                                                                                 |      |  | 29                      |  |            |           | (115,087   | ) |            |           | (15,037   | ) |  |           | (105,976  | ) |  |           | (127,268  | )
|                             | Minority interests, net of tax                                                                                                               |      |  |                         |  |            |           | 79,260     |   |            |           | 64,431    |   |  |           | (12,869   | ) |  |           | (15,454   | )
|                             |                                                                                                                                              |      |  |                         |  |            |           |            |   |            |           |           |   |  |           |           |   |  |           |          
|                             | Income before extraordinary item and effect of
    accounting change                                                                         |      |  |                         |  |            |           | 175,927    |   |            |           | 30,768    |   |  |           | 127,496   |   |  |           | 153,112   |  
|                             | Extraordinary item (less applicable income tax of
    EUR 61,115 thousand in 2002 and minority interests of EUR 17,395
    thousand in 2002) |      |  |                         |  |            |           |           |   |            |           | 96,105    |   |  |           |          |   |  |           |          |  
|                             | Change in accounting principle, net of taxes
    (Adoption of SFAS 133)                                                                      |      |  |                         |  |            |           | 29,047     |   |            |           |          |   |  |           |          |   |  |           |          |  
|                             |                                                                                                                                              |      |  |                         |  |            |           |            |   |            |           |           |   |  |           |           |   |  |           |          
|NET INCOME (carried forward) |                                                                                                                                              |      |  |                         |  |            | 204,974   |            |   |            | 126,873   |           |   |  | 127,496   |           |   |  | 153,112   |          
|                             |                                                                                                                                              |      |  |                         |  |            |           |            |   |            |           |           |   |  |           |           |   |  |           |          

The accompanying notes are an integral part of
these consolidated financial statements.

162



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND
COMPREHENSIVE INCOME

|                                                                                                                                |                                                                                                                                                                                                                               |      |    |                         |  |            |          |            |   |            |          |         |   |  |          |         |   |  |          |         |  
|------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | -- | ----------------------- |  | ---------- | -------- | ---------- | - | ---------- | -------- | ------- | - |  | -------- | ------- | - |  | -------- | ------- | -
|                                                                                                                                |                                                                                                                                                                                                                               |      |    |                        
|                                                                                                                                |                                                                                                                                                                                                                               |      |    | Year ended December 31,
|                                                                                                                                |                                                                                                                                                                                                                               |      |    |                        
|                                                                                                                                |                                                                                                                                                                                                                               | Note |    | 2001                    |  | 2002       |          | 2003       |   | 2003      
|                                                                                                                                |                                                                                                                                                                                                                               |      |    |                         |  |            |          |            |   |           
|                                                                                                                                |                                                                                                                                                                                                                               |      |    |                         |  |            |          |            |   | (USD in   
|                                                                                                                                |                                                                                                                                                                                                                               |      |    | (EUR in                 |  | (EUR in    |          | (EUR in    |   | thousands)
|                                                                                                                                |                                                                                                                                                                                                                               |      |    | thousands)              |  | thousands) |          | thousands) |   | (Note 2)  
|NET INCOME (brought forward)                                                                                                    |                                                                                                                                                                                                                               |      |    |                         |  |            | 204,974  |            |   |            | 126,873  |         |   |  | 127,496  |         |   |  | 153,112  |        
|                                                                                                                                | Other comprehensive income, net of tax:                                                                                                                                                                                       |      |    |                         |  |            |          |            |   |            |          |         |   |  |          |         |   |  |          |         |  
|                                                                                                                                | Foreign currency translation adjustments                                                                                                                                                                                      |      |    | 38                      |  |            |          | 15,630     |   |            |          | (23,691 | ) |  |          | (23,572 | ) |  |          | (28,308 | )
|                                                                                                                                | Net unrealized holding losses on
    available-for-sale securities:                                                                                                                                                           |      |    |                         |  |            |          |            |   |            |          |         |   |  |          |         |   |  |          |         |  
|                                                                                                                                | Net unrealized holding gains /
    (losses) during the period (net of tax expense / (benefit)
    of: EUR 517 thousand in 2001, EUR (23,878) thousand in
    2002 and EUR 22,424 thousand in 2003)                            |      |    |                         |  |            |          | 2,201      |   |            |          | (52,455 | ) |  |          | 47,753  |   |  |          | 57,347  |  
|                                                                                                                                | Less: reclassification adjustment for net (gains)
    / losses included in net income (net of tax expense / (benefit)
    of: EUR (4,295) thousand in 2001, EUR (2,575) thousand
    in 2002 and EUR 33,738 thousand in 2003) |      |    |                         |  |            |          | (8,062     | ) |            |          | (4,510  | ) |  |          | 62,319  |   |  |          | 74,840  |  
|Reclassification adjustment for impairment of
    available-for-sale securities (net of tax of EUR 12,438
    thousand in 2002) |                                                                                                                                                                                                                               |      |    |                         |  |            |         |            |   |            | 23,099   |         |   |  |         |         |   |  |         |        
|                                                                                                                                |                                                                                                                                                                                                                               |      |    |                         |  |            |          |            |   |            |          |         |   |  |          |         |   |  |          |        
|                                                                                                                                | Subtotal                                                                                                                                                                                                                      |      |    | 38                      |  |            |          | (5,861     | ) |            |          | (33,866 | ) |  |          | 110,072 |   |  |          | 132,187 |  
|                                                                                                                                |                                                                                                                                                                                                                               |      |    |                         |  |            |          |            |   |            |          |         |   |  |          |         |   |  |          |        
|COMPREHENSIVE INCOME                                                                                                            |                                                                                                                                                                                                                               |      |    |                         |  |            | 214,743  |            |   |            | 69,316   |         |   |  | 213,996  |         |   |  | 256,991  |        
|                                                                                                                                |                                                                                                                                                                                                                               |      |    |                         |  |            |          |            |   |            |          |         |   |  |          |         |   |  |          |        
|EARNINGS PER SHARE                                                                                                              |                                                                                                                                                                                                                               |      |    |                         |  |            |          |            |   |            |          |         |   |  |          |         |   |  |          |        
|Basic:                                                                                                                          |                                                                                                                                                                                                                               |      |    |                         |  |            |          |            |   |            |          |         |   |  |          |         |   |  |          |        
|Income before extraordinary item and effect of
    accounting change                                                            |                                                                                                                                                                                                                               |      | 33 |                         |  |            | EUR 0.57 |            |   |            | EUR 0.10 |         |   |  | EUR 0.40 |         |   |  | USD 0.48 |        
|Effect of change in accounting principle                                                                                        |                                                                                                                                                                                                                               |      | 33 |                         |  |            | EUR 0.09 |            |   |            |         |         |   |  |         |         |   |  |         |        
|Extraordinary item                                                                                                              |                                                                                                                                                                                                                               |      | 33 |                         |  |            |         |            |   |            | EUR 0.31 |         |   |  |         |         |   |  |         |        
|                                                                                                                                |                                                                                                                                                                                                                               |      |    |                         |  |            |          |            |   |            |          |         |   |  |          |         |   |  |          |        
|                                                                                                                                |                                                                                                                                                                                                                               |      |    |                         |  |            | EUR 0.66 |            |   |            | EUR 0.41 |         |   |  | EUR 0.40 |         |   |  | USD 0.48 |        
|Diluted:                                                                                                                        |                                                                                                                                                                                                                               |      |    |                         |  |            |          |            |   |            |          |         |   |  |          |         |   |  |          |        
|Income before extraordinary item and effect of
    accounting change                                                            |                                                                                                                                                                                                                               |      | 33 |                         |  |            | EUR 0.57 |            |   |            | EUR 0.10 |         |   |  | EUR 0.40 |         |   |  | USD 0.48 |        
|Effect of change in accounting principle                                                                                        |                                                                                                                                                                                                                               |      | 33 |                         |  |            | EUR 0.09 |            |   |            |         |         |   |  |         |         |   |  |         |        
|Extraordinary item                                                                                                              |                                                                                                                                                                                                                               |      | 33 |                         |  |            |         |            |   |            | EUR 0.31 |         |   |  |         |         |   |  |         |        
|                                                                                                                                |                                                                                                                                                                                                                               |      |    |                         |  |            |          |            |   |            |          |         |   |  |          |         |   |  |          |        
|                                                                                                                                |                                                                                                                                                                                                                               |      |    |                         |  |            | EUR 0.66 |            |   |            | EUR 0.41 |         |   |  | EUR 0.40 |         |   |  | USD 0.48 |        
|CASH DIVIDENDS DECLARED PER SHARE                                                                                               |                                                                                                                                                                                                                               |      |    |                         |  |            | EUR 1.09 |            |   |            | EUR 1.10 |         |   |  | EUR 0.45 |         |   |  | USD 0.54 |        

The accompanying notes are an integral part of
these consolidated financial statements.

163



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##### Table of Contents



NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS EQUITY

|                                                                                                                                              |                                                          |                         |           |            |  |            |           |            |  |  |           |   |  |  |           |   | 
|--------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------- | ----------------------- | --------- | ---------- |  | ---------- | --------- | ---------- |  |  | --------- | - |  |  | --------- | - | 
|                                                                                                                                              |                                                          |                        
|                                                                                                                                              |                                                          | Year ended December 31,
|                                                                                                                                              |                                                          |                        
|                                                                                                                                              |                                                          | 2001                    |           | 2002       |  | 2003       |           | 2003      
|                                                                                                                                              |                                                          |                         |           |            |  |            |           |           
|                                                                                                                                              |                                                          |                         |           |            |  |            |           | (USD in   
|                                                                                                                                              |                                                          | (EUR in                 |           | (EUR in    |  | (EUR in    |           | thousands)
|                                                                                                                                              |                                                          | thousands)              |           | thousands) |  | thousands) |           | (Note 2)  
|Common Stock:                                                                                                                                 |                                                          |                         |           |            |  |            |           |            |  |  |           |   |  |  |           |  
|Balance at beginning of year (234,541,548 shares,
    228,080,452 shares and 231,870,986 shares at 2001, 2002 and 2003
    respectively)      |                                                          |                         | 998,049   |            |  |            | 1,026,362 |            |  |  | 1,043,419 |   |  |  | 1,253,055 |  
|Issuance for shares to acquire 100% interest in
    ETEBA (3,790,534 shares in 2002)                                                          |                                                          |                         |          |            |  |            | 8,086     |            |  |  |          |   |  |  |          |  
|Capitalization of Additional Paid-In Capital                                                                                                  |                                                          |                         | 24,590    |            |  |            | 8,971     |            |  |  |          |   |  |  |          |  
|Capitalization of Accumulated Surplus (23,187,099
    shares in 2003)                                                                         |                                                          |                         | 31,216    |            |  |            |          |            |  |  | 104,342   |   |  |  | 125,306   |  
|Conversion of mandatorily convertible bonds
    (6,461,100 shares in 2001)                                                                    |                                                          |                         | 29,074    |            |  |            |          |            |  |  |          |   |  |  |          |  
|Cancellation of mandatorily convertible stock
    arising from the conversion of mandatorily convertible bonds
    (6,461,100 shares in 2001) |                                                          |                         | (29,074   | )          |  |            |          |            |  |  |          |   |  |  |          |  
|Treasury Stock cancelled (6,461,096 shares in
    2001)                                                                                       |                                                          |                         | (27,493   | )          |  |            |          |            |  |  |          |   |  |  |          |  
|                                                                                                                                              |                                                          |                         |           |            |  |            |           |            |  |  |           |   |  |  |           |  
|Balance at end of year (228,080,452 shares,
    231,870,986 shares and 255,058,085 shares at 2001 2002 and 2003
    respectively)             |                                                          |                         | 1,026,362 |            |  |            | 1,043,419 |            |  |  | 1,147,761 |   |  |  | 1,378,361 |  
|                                                                                                                                              |                                                          |                         |           |            |  |            |           |            |  |  |           |   |  |  |           |  
|Additional Paid-in Capital:                                                                                                                   |                                                          |                         |           |            |  |            |           |            |  |  |           |   |  |  |           |  
|Balance at beginning of year                                                                                                                  |                                                          |                         | 609,341   |            |  |            | 368,555   |            |  |  | 408,058   |   |  |  | 490,042   |  
|Treasury Stock cancelled (6,461,096 shares in
    2001)                                                                                       |                                                          |                         | (229,881  | )          |  |            |          |            |  |  |          |   |  |  |          |  
|Conversion of mandatorily convertible bonds
    (6,461,100 shares 2001)                                                                       |                                                          |                         | 30,897    |            |  |            |          |            |  |  |          |   |  |  |          |  
|Cancellation of mandatorily convertible stock
    arising from the conversion of mandatorily convertible bonds
    (6,461,100 shares in 2001) |                                                          |                         | (30,897   | )          |  |            |          |            |  |  |          |   |  |  |          |  
|Capitalization of additional paid-in capital                                                                                                  |                                                          |                         | (24,590   | )          |  |            | (8,971    | )          |  |  |          |   |  |  |          |  
|Profit/(loss) on sales of treasury stock (net of
    tax)                                                                                     |                                                          |                         | 3,821     |            |  |            | (4,861    | )          |  |  | (32,933   | ) |  |  | (39,550   | )
|Treasury stock dividends paid to subsidiaries                                                                                                 |                                                          |                         | 9,864     |            |  |            | 10,249    |            |  |  | 4,325     |   |  |  | 5,194     |  
|                                                                                                                                              | Issuance of shares to acquire 100% interest in
    ETEBA |                         |           |           |  |            |           | 43,086     |  |  |           |  |  |  |           |  | 
|                                                                                                                                              |                                                          |                         |           |            |  |            |           |            |  |  |           |   |  |  |           |  
|Balance at end of year                                                                                                                        |                                                          |                         | 368,555   |            |  |            | 408,058   |            |  |  | 379,450   |   |  |  | 455,686   |  
|                                                                                                                                              |                                                          |                         |           |            |  |            |           |            |  |  |           |   |  |  |           |  
|Accumulated Surplus:                                                                                                                          |                                                          |                         |           |            |  |            |           |            |  |  |           |   |  |  |           |  
|Balance at beginning of year                                                                                                                  |                                                          |                         | 494,048   |            |  |            | 420,144   |            |  |  | 296,129   |   |  |  | 355,625   |  
|Net income                                                                                                                                    |                                                          |                         | 204,974   |            |  |            | 126,873   |            |  |  | 127,496   |   |  |  | 153,112   |  
|Dividends                                                                                                                                     |                                                          |                         | (247,662  | )          |  |            | (250,888  | )          |  |  | (104,341  | ) |  |  | (125,304  | )
|Capitalization of Accumulated Surplus                                                                                                         |                                                          |                         | (31,216   | )          |  |            |          |            |  |  | (104,342  | ) |  |  | (125,306  | )
|                                                                                                                                              |                                                          |                         |           |            |  |            |           |            |  |  |           |   |  |  |           |  
|Balance at end of year                                                                                                                        |                                                          |                         | 420,144   |            |  |            | 296,129   |            |  |  | 214,942   |   |  |  | 258,127   |  
|                                                                                                                                              |                                                          |                         |           |            |  |            |           |            |  |  |           |   |  |  |           |  
|Accumulated Other Comprehensive
    (Loss):                                                                                                   |                                                          |                         |           |            |  |            |           |            |  |  |           |   |  |  |           |  
|Balance at beginning of year                                                                                                                  |                                                          |                         | (41,620   | )          |  |            | (31,851   | )          |  |  | (89,408   | ) |  |  | (107,371  | )
|Net change in fair value of securities
    available-for-sale                                                                                 |                                                          |                         | (5,861    | )          |  |            | (33,866   | )          |  |  | 110,072   |   |  |  | 132,187   |  
|Foreign currency translation adjustments                                                                                                      |                                                          |                         | 15,630    |            |  |            | (23,691   | )          |  |  | (23,572   | ) |  |  | (28,308   | )
|                                                                                                                                              |                                                          |                         |           |            |  |            |           |            |  |  |           |   |  |  |           |  
|Balance at end of year                                                                                                                        |                                                          |                         | (31,851   | )          |  |            | (89,408   | )          |  |  | (2,908    | ) |  |  | (3,492    | )
|                                                                                                                                              |                                                          |                         |           |            |  |            |           |            |  |  |           |   |  |  |           |  
|Treasury Stock, at Cost:                                                                                                                      |                                                          |                         |           |            |  |            |           |            |  |  |           |   |  |  |           |  
|Balance at beginning of year (17,979,639 shares,
    11,320,277 shares and 11,411,727 shares at 2001, 2002 and 2003
    respectively)         |                                                          |                         | (692,428  | )          |  |            | (425,379  | )          |  |  | (421,035  | ) |  |  | (505,626  | )
|Acquisition of treasury stock through the
    acquisition of ETEBA (96,982 shares)                                                            |                                                          |                         |          |            |  |            | (2,923    | )          |  |  |          |   |  |  |          |  
|Sale of treasury stock (838,098 shares, 303,080
    shares and 2,194,520 shares during 2001, 2002 and 2003
    respectively)                  |                                                          |                         | 30,428    |            |  |            | 11,653    |            |  |  | 77,960    |   |  |  | 93,623    |  
|Purchase of treasury stock (639,832 shares,
    297,548 shares and 1,476,651 shares during 2001, 2002 and 2003
    respectively)              |                                                          |                         | (20,752   | )          |  |            | (4,386    | )          |  |  | (5,715    | ) |  |  | (6,863    | )
|Conversion of treasury convertible bonds
    (6,461,100 shares in 2001)                                                                       |                                                          |                         | (59,971   | )          |  |            |          |            |  |  |          |   |  |  |          |  
|Cancellation of treasury stock arising from the
    conversion of treasury convertible bonds (6,461,100 shares in
    2001)                   |                                                          |                         | 59,971    |            |  |            |          |            |  |  |          |   |  |  |          |  
|Treasury Stock cancelled (6,461,096 shares in
    2001)                                                                                       |                                                          |                         | 257,373   |            |  |            |          |            |  |  |          |   |  |  |          |  
|                                                                                                                                              |                                                          |                         |           |            |  |            |           |            |  |  |           |   |  |  |           |  
|Balance at end of year (11,320,277 shares,
    11,411,727 shares and 10,693,858 shares at 2001, 2002 and 2003
    respectively)               |                                                          |                         | (425,379  | )          |  |            | (421,035  | )          |  |  | (348,790  | ) |  |  | (418,866  | )
|                                                                                                                                              |                                                          |                         |           |            |  |            |           |            |  |  |           |   |  |  |           |  
|Total shareholders equity                                                                                                                    |                                                          |                         | 1,357,831 |            |  |            | 1,237,163 |            |  |  | 1,390,455 |   |  |  | 1,669,816 |  
|                                                                                                                                              |                                                          |                         |           |            |  |            |           |            |  |  |           |   |  |  |           |  

The accompanying notes are an integral part of
these consolidated financial statements.

164



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##### Table of Contents



NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH
FLOWS

|                                                                                                |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|----------------------------------------------------------------------------------------------- |  | ----------------------- | ---------- | ---------- |  | ---------- | ---------- | ---------- |  |  | ---------- | - |  |  | ---------- | -
|                                                                                                |  |                        
|                                                                                                |  | Year ended December 31,
|                                                                                                |  |                        
|                                                                                                |  | 2001                    |            | 2002       |  | 2003       |            | 2003      
|                                                                                                |  |                         |            |            |  |            |            |           
|                                                                                                |  |                         |            |            |  |            |            | (USD in   
|                                                                                                |  | (EUR in                 |            | (EUR in    |  | (EUR in    |            | thousands)
|                                                                                                |  | thousands)              |            | thousands) |  | thousands) |            | (Note 2)  
|Cash flows from Operating
    Activities:                                                       |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Net Income                                                                                      |  |                         | 204,974    |            |  |            | 126,873    |            |  |  | 127,496    |   |  |  | 153,112    |  
|Adjustments to reconcile net income to net cash
    provided by (used in) operating activities: |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Provision for loan losses                                                                       |  |                         | 170,786    |            |  |            | 143,391    |            |  |  | 140,543    |   |  |  | 168,780    |  
|Net gain / (loss) on sale of premises and
    equipment                                         |  |                         | 59,105     |            |  |            | 4,648      |            |  |  | (31,463    | ) |  |  | (37,784    | )
|Net realized (loss) / gain on sales of
    available-for-sale securities                        |  |                         | (12,353    | )          |  |            | (7,085     | )          |  |  | 96,057     |   |  |  | 115,356    |  
|Equity in earnings or losses of equity method
    investees                                     |  |                         | 1,086      |            |  |            | (5,787     | )          |  |  | (21,748    | ) |  |  | (26,117    | )
|Depreciation                                                                                    |  |                         | 67,897     |            |  |            | 80,261     |            |  |  | 75,612     |   |  |  | 90,803     |  
|Amortization of intangibles                                                                     |  |                         | 62,580     |            |  |            | 42,017     |            |  |  | 30,731     |   |  |  | 36,905     |  
|Impairment of goodwill                                                                          |  |                         |           |            |  |            |           |            |  |  | 134,235    |   |  |  | 161,205    |  
|Impairment of equity method investments                                                         |  |                         |           |            |  |            |           |            |  |  | 77,378     |   |  |  | 92,924     |  
|Provision for deferred income taxes                                                             |  |                         | (131,129   | )          |  |            | (164,495   | )          |  |  | (344,268   | ) |  |  | (413,436   | )
|Changes in assets and liabilities                                                               |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Deposits with central bank                                                                      |  |                         | 3,584,282  |            |  |            | 648,783    |            |  |  | (301,849   | ) |  |  | (362,494   | )
|Trading assets and derivative instruments                                                       |  |                         | (1,779,533 | )          |  |            | 296,664    |            |  |  | 1,242,258  |   |  |  | 1,491,842  |  
|Accrued interest receivable                                                                     |  |                         | (3,745     | )          |  |            | 23,051     |            |  |  | 155,906    |   |  |  | 187,229    |  
|Other assets                                                                                    |  |                         | (731,068   | )          |  |            | 380,392    |            |  |  | 1,091,539  |   |  |  | 1,310,843  |  
|Accounts payable and accrued expenses                                                           |  |                         | 749,521    |            |  |            | (1,283,115 | )          |  |  | 124,245    |   |  |  | 149,208    |  
|Insurance reserves                                                                              |  |                         | 34,961     |            |  |            | 52,339     |            |  |  | 88,051     |   |  |  | 105,742    |  
|                                                                                                |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Cash flows provided by / (used in) operating
    activities                                     |  |                         | 2,277,364  |            |  |            | (422,847   | )          |  |  | 2,684,723  |   |  |  | 3,224,118  |  
|Cash Flows from Investing Activities                                                            |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Activities in available-for-sale securities:                                                    |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Purchases                                                                                       |  |                         | (1,517,905 | )          |  |            | (2,149,089 | )          |  |  | (4,418,079 | ) |  |  | (5,305,727 | )
|Sales proceeds                                                                                  |  |                         | 270,374    |            |  |            | 1,138,963  |            |  |  | 1,883,506  |   |  |  | 2,261,927  |  
|Maturities, prepayments and calls                                                               |  |                         | 686,401    |            |  |            | 694,085    |            |  |  | 890,423    |   |  |  | 1,069,320  |  
|Purchases of premises and equipment                                                             |  |                         | (228,722   | )          |  |            | (117,005   | )          |  |  | (166,916   | ) |  |  | (200,452   | )
|Proceeds from sales of real estate owned                                                        |  |                         | 62,674     |            |  |            | 26,107     |            |  |  | 85,396     |   |  |  | 102,553    |  
|Net proceeds from disposals, acquisitions and
    dividends received from equity investments    |  |                         | (716       | )          |  |            | 6,877      |            |  |  | 4,135      |   |  |  | 4,966      |  
|Acquisition of and increase of controlling
    interest in subsidiary companies                 |  |                         | (28,214    | )          |  |            |           |            |  |  | (31,718    | ) |  |  | (38,091    | )
|Net cash acquired with the subsidiary companies                                                 |  |                         |           |            |  |            |           |            |  |  | 4,448      |   |  |  | 5,342      |  
|Net cash provided by (used in):                                                                 |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Loan origination and principal collections                                                      |  |                         | (2,958,556 | )          |  |            | (431,933   | )          |  |  | (2,307,116 | ) |  |  | (2,770,645 | )
|Federal funds sold and securities purchased under
    agreements to resell                      |  |                         | (346,852   | )          |  |            | (2,623,555 | )          |  |  | 1,286,673  |   |  |  | 1,545,182  |  
|Interest bearing deposits in banks                                                              |  |                         | (2,004,443 | )          |  |            | 2,063,875  |            |  |  | 451,506    |   |  |  | 542,219    |  
|Deposits in money market accounts                                                               |  |                         | (49,955    | )          |  |            | 54,536     |            |  |  | 32,493     |   |  |  | 39,021     |  
|                                                                                                |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Cash flows (used in) investing activities                                                       |  |                         | (6,115,914 | )          |  |            | (1,337,139 | )          |  |  | (2,285,249 | ) |  |  | (2,744,385 | )
|Cash flows from Financing
    Activities:                                                       |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Proceeds from issuance of long-term debt                                                        |  |                         | 39,164     |            |  |            | 761,298    |            |  |  | 350,000    |   |  |  | 420,319    |  
|Principal repayments and retirements of long-term
    debt                                      |  |                         | (47,457    | )          |  |            | (210,245   | )          |  |  | (11,697    | ) |  |  | (14,047    | )
|Treasury stock purchased                                                                        |  |                         | (20,752    | )          |  |            | (4,386     | )          |  |  | (5,715     | ) |  |  | (6,863     | )
|Proceeds from sales of treasury stock                                                           |  |                         | 36,306     |            |  |            | 4,175      |            |  |  | 47,701     |   |  |  | 57,285     |  
|Other, net                                                                                      |  |                         | 9,864      |            |  |            | 10,249     |            |  |  | (33,993    | ) |  |  | (40,823    | )
|Dividends paid                                                                                  |  |                         | (247,662   | )          |  |            | (250,888   | )          |  |  | (104,341   | ) |  |  | (125,304   | )
|Net cash provided by (used in):                                                                 |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Deposits                                                                                        |  |                         | 2,578,642  |            |  |            | (1,029,432 | )          |  |  | 1,654,425  |   |  |  | 1,986,820  |  
|Central bank borrowings                                                                         |  |                         | (9,490     | )          |  |            | (63,722    | )          |  |  |           |   |  |  |           |  
|Federal funds purchased and securities sold under
    agreements to repurchase                  |  |                         | 1,561,109  |            |  |            | 1,891,410  |            |  |  | (2,199,995 | ) |  |  | (2,642,002 | )
|Other borrowings                                                                                |  |                         | (34,673    | )          |  |            | 122,166    |            |  |  | (58,489    | ) |  |  | (70,240    | )
|                                                                                                |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Cash flows provided by / (used in) financing
    activities                                     |  |                         | 3,865,051  |            |  |            | 1,230,625  |            |  |  | (362,104   | ) |  |  | (434,855   | )
|                                                                                                |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Effect of exchange rate change on cash and cash
    equivalents                                 |  |                         | 28,569     |            |  |            | (2,433     | )          |  |  | (11,962    | ) |  |  | (14,365    | )
|Net (decrease)/increase in cash and cash
    equivalents                                        |  |                         | 55,070     |            |  |            | (531,794   | )          |  |  | 25,408     |   |  |  | 30,513     |  
|Cash and cash equivalents at beginning of year                                                  |  |                         | 1,241,236  |            |  |            | 1,296,306  |            |  |  | 764,512    |   |  |  | 918,112    |  
|                                                                                                |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Cash and cash equivalent at end of year                                                         |  |                         | 1,296,306  |            |  |            | 764,512    |            |  |  | 789,920    |   |  |  | 948,625    |  
|                                                                                                |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Supplemental Disclosure of Cash Flow
    Information:                                           |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Cash paid for:                                                                                  |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Income taxes                                                                                    |  |                         | 308,613    |            |  |            | 242,906    |            |  |  | 181,230    |   |  |  | 217,641    |  
|Interest                                                                                        |  |                         | 2,069,391  |            |  |            | 1,613,904  |            |  |  | 1,164,645  |   |  |  | 1,398,637  |  
|Supplemental schedule of non cash investing and
    financing activities                        |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Issuance of common stock to effect the
    capitalization of statutory reserves                 |  |                         | 24,590     |            |  |            | 8,971      |            |  |  | 104,342    |   |  |  | 125,306    |  
|Transfer of securities from the trading to the
    available-for-sale portfolio                 |  |                         |           |            |  |            | 90,608     |            |  |  |           |   |  |  |           |  

The accompanying notes are an integral part of
these consolidated financial statements.

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS



|        |             
|------- | ------------
|NOTE 1: | ORGANIZATION

The National Bank of Greece S.A. (the
Bank) was incorporated in the Hellenic Republic in
1841. The National Bank of Greece S.A. and subsidiaries (the
Group) is involved in diversified financial services
activities including retail and commercial banking, global
investment management, investment banking, insurance, investment
activities and securities trading. The Group operates primarily
in Greece, but also has operations in Europe, North America and
Africa.



|        |                                                       
|------- | ------------------------------------------------------
|NOTE 2: | REPORTING CURRENCY AND TRANSLATION INTO US
    DOLLARS

Financial statements for the Group as of
December 31, 2003, are expressed in Euro (EUR). Greece
adopted the EUR as its national currency on January 1,
2001, at which time the drachma ceased to exist as a separate
legal currency. On January 1, 2002, EUR notes and coins
were introduced in the EMU countries and on March 1, 2002,
drachmas (and all other national denominations of the EUR)
ceased to be legal tender and were entirely replaced by EUR
notes and coins. The translation of EUR amounts into US dollar
amounts is presented solely for the convenience of the reader
and should not be construed as representations that the amounts
stated in EUR have been or could have been or could be now or at
any time in the future converted into US dollars at this or any
other rate of exchange. The exchange rate used for the purpose
of this disclosure is the noon buying rate in New York City for
cable transfers in foreign currencies, as certified for customs
by the Federal Reserve Bank of New York on May 21, 2004
which was EUR 0.8327 to US $1.00 (EUR 0.7918 to
US $1.00 on December 31, 2003).



|        |                                               
|------- | ----------------------------------------------
|NOTE 3: | SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES

The following is a summary of the significant
accounting policies followed by the Group in preparing these
financial statements.

Principles of Consolidation The consolidated financial
statements of the Group include the accounts of National Bank of
Greece S.A. (the Bank) and its direct and indirect
subsidiaries (the Group). All intercompany accounts
and transactions are eliminated on consolidation.

Basis of Presentation The accounting records of the
Group have been maintained in accordance with the provisions of
the Greek Company Law, the Greek Banking Chart of Accounts, the
Greek Books and Records Code and the Bank of Greece regulations
(collectively, Greek GAAP), except for foreign
subsidiaries which maintain their accounting records in
accordance with the legislation and regulations of the country
in which they operate. Necessary adjustments have been made, for
financial reporting purposes, in order to conform with
accounting principles generally accepted in the United States of
America (U.S. GAAP).

Foreign Currency Translation Assets, liabilities and operations
of foreign branches and subsidiaries are recorded based on the
functional currency of each entity. For the majority of the
foreign operations, the functional currency is the local
currency, in which case the assets, liabilities and equity are
translated, for consolidation purposes, from the local currency
to the reporting currency, the EUR at current exchange rates.
The resulting gains or losses are reported as a component of
other comprehensive loss within shareholders equity on a
net-of-tax basis. Transactions executed in other than local
currencies are first translated into the local reporting
currency and any related currency exchange adjustments are
included in income prior to any translation.

Statement of Cash Flows For purposes of the consolidated
statements of cash flows, cash and cash equivalents are defined
as those amounts included in the balance sheet caption
cash and due from banks.

Securities Debt securities are classified
based on managements intention on the date of purchase.
Debt securities which management has the positive intent and
ability to hold-to-maturity are classified as held-to-maturity
and reported at amortized cost. Securities that are bought and
held principally for the purpose of resale in the near term are
classified as trading instruments and are stated at fair value
with unrealized gains and losses included in net trading
profit/(loss). All other debt securities are classified as
available-for-sale and carried at fair

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

value with net unrealized gains and losses
included in accumulated other comprehensive income on net-of-tax
basis.

Interest and dividends on securities, including
amortization of premiums and accretion of discounts, are
included in interest income.

Individual held-to-maturity and
available-for-sale securities with declines to their fair values
below their cost that are other than temporary are written down
to their fair value on an individual security basis. The related
write-downs are included in earnings as realized losses. Gains
and losses on the sale of available-for-sale securities are
recorded on trade date and are calculated using the average cost
method.

Trading Instruments Financial instruments utilized in
trading activities are stated at fair value. Fair value is
generally based on quoted market prices. If quoted market prices
are not available, fair values are estimated based on dealer
quotes, pricing models, discounted cash flow analysis or quoted
prices for instruments with similar characteristics. Realized
and unrealized gains and losses are recognized in net trading
profit/(loss).

Equity Method Investments Equity investments in which the
Group exercises significant influence but does not control, are
initially recorded at cost and the carrying amount of the
investments is adjusted to recognize the Groups share of
the earnings or losses of investees after the date of
acquisition. The amount of the adjustment, after elimination of
any intercompany gains and losses and impairment of goodwill (if
any), is included in the determination of the Groups net
income. Dividends received by the Group from its equity method
investments reduce the carrying amount of those investments.

Loans Loans are included at their
outstanding unpaid principal balances adjusted for charge-offs,
the allowance for loan losses, and any deferred fees or costs on
originated loans or unamortized premiums or discounts on
purchased loans. Interest income is accrued on the unpaid
principal balance. Discounts and premiums are amortized to
income using the interest rate method. Loan origination fees,
net of certain direct origination costs, are deferred and
recognized as an adjustment to yield of the related loans. There
are no loans that have been originated and which are intended
for sale in the secondary market.

Non-accruing Loans The accrual of interest on
commercial loans is discontinued at the time the loan is
180 days delinquent unless the credit is well secured and
in process of collection. Residential real estate loans are
typically placed on non-accrual at the time the loan is
180 days delinquent. Credit card loans, other unsecured
personal credit lines and certain consumer finance loans are
typically placed on non-accrual basis no later than the date
upon which they become 100 days delinquent. In all cases,
loans must be placed on non-accrual or written-off at an earlier
date, if collection of principal or interest is considered
doubtful.

All interest accrued but not collected for loans
that are placed on non-accrual or written-off is reversed
against interest income. The interest on these loans is
accounted for on the cash-basis or cost-recovery method, until
qualifying for return to accrual. Loans are returned to accrual
status when all the principal and interest amounts contractually
due are reasonably assured of repayment within a reasonable time
frame and when the borrower has demonstrated payment performance
of cash or equivalents for a minimum of six months.

Allowance for Loan Losses The allowance for loan losses is
managements estimate of probable incurred loan losses in
the lending portfolios. Additions to the allowance for loan
losses are made by charges to the provision for loan losses.
Credit exposures deemed to be uncollectible are charged against
the allowance for loan losses. Recoveries of previously charged
off amounts are credited to the allowance for loan losses. The
Group performs periodic and systematic detailed reviews of its
lending portfolios to identify inherent risks and to assess the
overall collectibility of those portfolios. The allowance on
certain homogeneous loan portfolios, which generally consist of
consumer and mortgage loans, is based on aggregated portfolio
segment evaluations generally by loan type. Loss forecast models
are utilized for these segments which consider a variety of
factors including, but not limited to, historical loss
experience, anticipated defaults or foreclosures based on
portfolio trends, delinquencies and credit scores, and expected
loss factors by loan type. The remaining loan portfolios are

167



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

reviewed on an individual loan basis. Loans
subject to individual reviews are analyzed and segregated by
risk according to the Groups internal risk rating scale.
These risk classifications, in conjunction with an analysis of
historical loss experience, current economic conditions and
performance trends within specific portfolio segments, and any
other pertinent information (including individual valuations on
non-performing loans in accordance with SFAS No. 114,
Accounting by Creditors for Impairment of a Loan
(SFAS 114)) result in the estimation of specific and
coefficient method allowances for loan losses. If necessary, an
allowance for loan losses is established for individual impaired
loans. A loan is considered impaired when, based on current
information and events, it is probable that the Group will be
unable to collect all amounts due, including principal and
interest, according to the contractual terms of the agreement.
Once a loan has been identified as individually impaired,
management measures impairment in accordance with SFAS 114.
Individually impaired loans are measured based on the present
value of payments expected to be received, or for loans that are
solely dependent on the collateral for repayment, the estimated
fair value of the collateral. If the recorded investment in
impaired loans exceeds the measure of estimated fair value, a
specific allowance is established as a component of the
allowance for loan losses.

Due to the subjectivity involved in the
determination of the unassigned portion of the allowance for
loan losses, the relationship of the unassigned component to the
total allowance for loan losses may fluctuate from period to
period. Management evaluates the adequacy of the allowance for
loan losses based on the combined total of the assigned and
unassigned components.

Foreclosed
Assets Foreclosed
assets, which are included in other assets, include properties
acquired through foreclosure in full or partial satisfaction of
the related loan.

Foreclosed assets initially are recorded at the
lower of cost or fair value, net of estimated selling costs.
Subsequent to foreclosure, valuations are periodically performed
by management and the assets are carried at the lower of
carrying amount of fair value less cost to sell. Revenue and
expenses from operations and changes in the valuation allowance
are included in other expenses.

Goodwill and Other
Intangibles Net
assets of companies acquired in purchase transactions are
recorded at fair value at the date of acquisition, as such, the
historical cost basis of individual assets and liabilities are
adjusted to reflect their fair value. Identified intangibles are
amortized on an accelerated or straight-line basis over the
period benefited. Goodwill is not amortized but is reviewed for
potential impairment at least on an annual basis at the
reporting unit level. The impairment test is performed in two
phases. The first step of the goodwill impairment test compares
the fair value of the reporting unit with its carrying amount,
including goodwill. If the fair value of the reporting unit
exceeds its carrying amount, goodwill of the reporting unit is
considered not impaired; however, if the carrying amount of the
reporting unit exceeds its fair value, an additional procedure
must be performed. That additional procedure compares the
implied fair value of the reporting units goodwill (as
defined in SFAS 142) with the carrying amount of that goodwill.
An impairment loss is recorded to the extent that the carrying
amount of goodwill exceeds its implied fair value. In 2001
goodwill was amortized see note 15.

Other intangible assets are evaluated for
impairment if events and circumstances indicate a possible
impairment. At December 31, 2002 and 2003 intangible assets
included in the consolidated balance sheet consist primarily of
software that is amortized using an estimated range of
anticipated lives of 3 to 5 years.

Income
Taxes There are
two components of income tax expense: current and deferred.
Current income tax expense approximates cash to be paid or
refunded for taxes for the applicable period.

Deferred income tax assets and liabilities are
determined using the liability (or balance sheet) method. Under
this method, the net deferred tax asset or liability is
determined based on the tax effects of the differences between
the book and tax bases of the various balance sheet assets and
liabilities and gives current recognition to changes in tax
rates and laws applicable in the respective jurisdiction.

168



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Recognition of deferred tax assets is based on
managements belief that it is more likely than not that
the tax benefit associated with certain temporary differences,
tax operating loss carry forward and tax credits will be
realized. A valuation allowance is recorded for the amount of
the deferred tax items for which it is more likely than not that
realization will not occur.

Premises and
Equipment Tangible
fixed assets including buildings are stated at cost less
accumulated depreciation, except for land, which is stated at
cost. Depreciation is provided on a straight-line or accelerated
depreciation basis over the estimated useful lives of individual
assets and classes of assets. Maintenance, repairs and minor
alterations are expensed as incurred.

Long-lived assets that are held or that are to be
disposed of are evaluated periodically for impairment when
events or changes in circumstances indicate that the carrying
amount may not be recoverable. The impairment is calculated as
the difference between the expected undiscounted future cash
flows of a long-lived asset, if lower, and its carrying value.
In event of impairment, the Group recognizes a loss for the
difference between the carrying amount and the estimated value
of the asset as measured using a discounted cash flow analysis.
The impairment loss is reflected in non-interest expense.

Insurance
Operations Insurance
includes both general and life insurance underwriting
operations. Income and expenses from these operations are
included in other non-interest income and expenses. Premium
income from general insurance policies, which are short in
duration, is recognized over the life of the policy. Income and
costs on policies, which relate to subsequent periods are
deferred and recognized in the period to which they relate.
Claims relating to general insurance policies (property-casualty
policies), which are short in duration, are recognized as and
when these become known based on the information available.
These estimates are revised periodically. Provisions are made
for claims incurred but not recorded. Premium revenues from life
insurance policies are recognized as revenue as and when they
become due from policyholders. Liabilities for expected costs
related to the life insurance policies are accrued over the
current and expected renewal periods of the contracts. The
present value of estimated future policy benefits payable, less
the present value of estimated future net premiums to be
collected, are accrued as premium revenues are recognized.
Variable costs incurred in the acquisition of such policies are
capitalized and expensed proportionately with the recognition of
premium revenues.

Derivatives and Hedging
Activities All
derivatives are recognized on the consolidated balance sheet at
fair value. For exchange-traded contracts, fair value is based
on quoted market prices. For non-exchange traded contracts, fair
value is based on dealer quotes, pricing models, discounted cash
flow analysis or quoted prices for instruments with similar
characteristics. The Group designates a derivative as held for
trading or hedging purposes when it enters into a derivative
contract. Derivatives designated as held for trading activities
are included in derivative assets or liabilities with changes in
fair value reflected in net trading profit/(loss).

The Group uses its derivatives designated for
hedging activities as fair value hedges. The Group primarily
manages interest rate and foreign currency exchange rate
sensitivity through the use of derivatives. Fair value hedges
are used to limit the Groups exposure to changes in the
fair value of its interest-bearing assets or liabilities that
are due to interest rate volatility or foreign exchange
volatility. Changes in the fair value of derivatives designated
for fair value hedging activities that are highly effective as
hedges along with the change in the fair value of the hedged
item attributable to the hedged risk are recorded in earnings.
Hedge ineffectiveness and gains and losses on the excluded
component of a derivative in assessing hedge effectiveness are
recorded in earnings.

The Group occasionally purchases or issues
financial instruments containing embedded derivatives. The
embedded derivative is separated from the host contract and
carried at fair value if the economic characteristics of the
derivative are not clearly and closely related to the economic
characteristics of the host contract. To the extent that the
Group cannot reliably identify and measure the embedded
derivative, the entire contract is carried at fair value on the
balance sheet with changes in fair value reflected in earnings.

169



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The Group formally documents at inception all
relationships between hedging instruments and hedged items, as
well as its risk management objectives and strategies for
undertaking various hedge transactions as required by SFAS 133.
Additionally, the Group assesses at the hedges inception
and quarterly thereafter whether the derivative used in its
hedging transaction is expected to be or has been highly
effective in offsetting changes in the fair value of the hedged
items. The Group discontinues hedge accounting when it is
determined that a derivative is not expected to be or has ceased
to be highly effective as a hedge, and then reflects changes in
fair value in earnings.

Resale and Repurchase
Agreements The
Group enters into purchases of securities under agreements to
resell (resale agreements) and sales of securities
under agreements to repurchase (repurchase
agreements) of substantially identical securities. Resale
agreements and repurchase agreements are generally accounted for
as secured lending and secured borrowing transactions,
respectively.

The amounts advanced under resale agreements and
the amounts borrowed under repurchase agreements are carried on
the balance sheet at the amount advanced or borrowed plus
accrued interest. The Group makes use of securities purchased
under resale agreements. The market value of these securities is
monitored and the level of collateral is accordingly adjusted.

Treasury
Stock The Group
parent companys common stock, owned by Group entities, is
considered as treasury stock and is recorded at cost. Gains and
losses on disposal of treasury stock are recorded in equity.

Earnings per
Share Basic
earnings per share is computed by dividing income available to
common stockholders by the weighted average number of common
shares outstanding for the period. Diluted earnings per share
reflects the potential dilution that could occur if securities
or other contracts were exercised and has been computed after
giving consideration to the weighted average dilutive effect of
these.

For the purpose of the earnings per share
calculations, shares owned by entities within the Group are not
included in the calculations of the denominators. For 2001, 2002
and 2003 basic earnings per share was equal to diluted.

Use of
Estimates The
preparation of consolidated financial statements in conformity
with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities
at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Significant estimated made by management are discussed in the
notes as applicable.

Recently Issued Accounting
Pronouncements In
January 2003, the Financial Accounting Standards Board (FASB)
issued FASB Interpretation No. 46 Consolidation of
Variable Interest Entities, an interpretation of ARB
No. 51 (FIN 46). FIN 46 provides a new framework for
identifying VIEs and determining when a company should include
the assets, liabilities, noncontrolling interests and results of
activities of a VIE in its consolidated financial statements.
FIN 46 was effective immediately for VIEs created after
January 31, 2003. As of October 9, 2003, the FASB
deferred compliance under FIN 46 from July 1, 2003 to the
first period ending after December 15, 2003 for VIEs
created prior to February 1, 2003. In December 2003, the
FASB issued FASB Interpretation No. 46 (Revised December
2003) Consolidation of Variable Interest Entities, an
interpretation of ARB No. 51 (FIN 46R). FIN 46R
is an update of FIN 46 and contains different implementation
dates based on the types of entities subject to the standard and
based on whether a company has adopted FIN 46. The Group
does not expect that the adoption of FIN 46R will have a
material impact on the Groups results of operations or
financial condition.

On May 15, 2003, the FASB issued Statement
of Financial Accounting Standards (SFAS) No. 150,
Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity
(SFAS 150) and was effective May 31, 2003 for all new
and modified financial instruments and otherwise was effective
at the beginning of the first interim period beginning after
June 15, 2003. SFAS 150 changes the accounting for certain

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SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

financial instruments that, under previous
guidance, issuers could account for as equity. SFAS 150
requires that those instruments be classified as liabilities (or
assets in some circumstances). The adoption of this rule did not
have a material impact on the Groups results of operations
or financial condition.

On April 30, 2003, the FASB issued SFAS
No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities
(SFAS 149) which is effective for hedging relationships
entered into or modified after June 30, 2003. SFAS 149
amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments
embedded in other contracts and for hedging activities under
SFAS 133. The adoption of this rule did not have a material
impact on the Groups results of operations or financial
condition.

SFAS No. 148 Accounting for
Stock-Based Compensation-Transition and Disclosure- an amendment
of SFAS 123, Accounting for Stock-Based Compensation,
was adopted by the Group on January 1, 2003. SFAS 148
provides alternative methods of transition for a voluntary
change to the fair value-based method of accounting for
stock-based employee compensation. SFAS 148 also amends the
disclosure requirements of SFAS 123, to require prominent
disclosures in both the annual and interim financial statements
about the method of accounting for stock based employee
compensation and the effect of the method used on reported
result. The Group has no stock options and as such the adoption
of this rule had no impact on the Groups results of
operations or financial condition.

FASB Interpretation No. 45,
Guarantors Accounting and Disclosure Requirements
for Guarantees, (FIN 45) was issued in November 2002.
FIN 45 requires that a liability be recognized at the
inception of certain guarantees for the fair value of the
obligation, including the ongoing obligation to stand ready to
perform over the term of the guarantee. Guarantees, as defined
in FIN 45, include contracts that contingently require the
Corporation to make payments to a guaranteed party based on
changes in an underlying that is related to an asset, liability
or equity security of the guaranteed party, performance
guarantees, indemnification agreements or indirect guarantees of
indebtedness of others. The accounting provisions of FIN 45
were effective for certain guarantees issued or modified after
December 31, 2002. The adoption of FIN 45 did not have
a material impact on the Groups results of operations or
financial condition.

NOTE
4:     ACQUISITIONS AND
DISPOSALS

(a) On May 8, 2002, Atlantic Bank of
New York (ABNY), a wholly owned subsidiary of the
Bank, acquired Yonkers Financial Corporation
(Yonkers) in a cash transaction. Upon completion of
the acquisition, the operations of Yonkers merged into Atlantic
Bank of New York. The acquisition was treated as a purchase in
accordance with the provision of SFAS 141 Business
Combinations. The cost of acquiring Yonkers was
USD 67,300 thousand (EUR 64,175 thousand) and goodwill
relating to the acquisition amounted to USD 32,680 thousand
(EUR 31,162 thousand).

(b) On December 20, 2002 the Bank
acquired 25.3% of the common stock of National Investment Bank
for Industrial Development S.A. (ETEBA), a Group
company, thus increasing its holding to 100%. The acquisition,
which was effected through the issuance of common stock, was
accounted for under the purchase method in accordance with the
provisions of SFAS 141 Business Combinations.
The cost of acquiring 25.3% of the common stock of ETEBA was
EUR 50,955 thousand and goodwill relating to the
acquisition of 25.3% of the common stock amounted to
EUR 35,827 thousand. Upon completion of the acquisition,
the operations of ETEBA merged into the Bank.

(c) On July 08, 2003 the Bank sold its
100% owned subsidiary ERMIONI S.A. for cash consideration of
EUR 3,059 thousand and realized a gain of EUR 1,731
thousand from the disposal.

(d) On October 15, 2003 the Bank
acquired 81.65% of the common stock of Banca Romaneasca
S.A.. The acquisition, was effected through the payment of
cash consideration of USD 41,903 thousand (EUR 35,910

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SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

thousand), was accounted for under the purchase
method in accordance with the SFAS 141 Business
combinations. Goodwill resulting to the acquisition
amounted to USD 21,649 thousand (EUR 18,553 thousand).

(e) On December 1, 2003 ABNY acquired
Allied Irish Bank, plc retail branch (AIB) in a cash
transaction. The acquisition expanded the Banks retail
branch presence and its small-to middle- market business
franchise in the Manhattan, New York region. The acquisition was
treated as an assumption of net liabilities in accordance with
the provisions of SFAS No. 147, Acquisitions of Certain
Financial Institutions, an amendment of FASB Statements
No. 72 and 144 and FASB Interpretation No. 9. The
purchase price of USD 14,269 thousand (EUR 11,872
thousand) has been allocated to the assets acquired based on
independent appraisals of estimated fair values.

NOTE 5:     CASH AND
DUE FROM BANKS

Cash and due from banks at December 31,
comprised:

|                                  |  |                    |         |      |  |  |         | 
|--------------------------------- |  | ------------------ | ------- | ---- |  |  | ------- | 
|                                  |  | 2002               |         | 2003
|                                  |  |                    |         |     
|                                  |  |                   
|                                  |  | (EUR in thousands)
|Current accounts with banks       |  |                    | 112,932 |      |  |  | 82,119  | 
|Cash and similar items            |  |                    | 607,044 |      |  |  | 603,083 | 
|Current account with central bank |  |                    | 43,153  |      |  |  | 98,030  | 
|Deposits accounts                 |  |                    | 1,051   |      |  |  | 1,028   | 
|Other                             |  |                    | 332     |      |  |  | 5,660   | 
|                                  |  |                    |         |      |  |  |         | 
|                                  |  |                    | 764,512 |      |  |  | 789,920 | 
|                                  |  |                    |         |      |  |  |         | 

The Bank is required to maintain a current
account with the Bank of Greece, which is the central bank of
Greece (central bank), to facilitate interbank
transactions with the central bank, its member banks, and other
financial institutions through the Trans-European Automated
Real-Time Gross Settlement Express Transfer system (TARGET).

NOTE 6:     DEPOSITS
WITH CENTRAL BANK

The central bank is the primary regulator of
depository institutions in Greece. The central bank requires all
banks established in Greece to maintain deposits with the
central bank equal to 2% of total customer deposits as these are
defined by the European Central Bank (ECB). As of
January 1, 2001 these deposits bear interest at the
refinancing rate as set by the ECB (2.00% at December 31,
2003).



|        |                                                                           
|------- | --------------------------------------------------------------------------
|NOTE 7: | FEDERAL FUNDS SOLD AND SECURITIES PURCHASED
    UNDER AGREEMENTS TO RESELL

Federal funds sold and securities purchased under
agreements to resell at December 31, comprised:

|                                                |  |                    |           |      |  |  |           | 
|----------------------------------------------- |  | ------------------ | --------- | ---- |  |  | --------- | 
|                                                |  | 2002               |           | 2003
|                                                |  |                    |           |     
|                                                |  |                   
|                                                |  | (EUR in thousands)
|Federal funds sold                              |  |                    | 4,768     |      |  |  |          | 
|Securities purchased under agreements to resell |  |                    | 4,740,175 |      |  |  | 3,458,270 | 
|                                                |  |                    |           |      |  |  |           | 
|                                                |  |                    | 4,744,943 |      |  |  | 3,458,270 | 
|                                                |  |                    |           |      |  |  |           | 

The Group enters into purchases of securities
under agreements to resell substantially identical securities.
These agreements are classified as financing arrangements.
Agreements with third parties specify the Groups rights to
request collateral, in addition to that which it makes use,
based on its monitoring of the fair value of the underlying
securities on a daily basis.

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SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

NOTE 8:     INTEREST
BEARING DEPOSITS WITH BANKS

Interest bearing deposits with banks at
December 31, comprised:

|                               |  |                    |           |      |  |  |           | 
|------------------------------ |  | ------------------ | --------- | ---- |  |  | --------- | 
|                               |  | 2002               |           | 2003
|                               |  |                    |           |     
|                               |  |                   
|                               |  | (EUR in thousands)
|Placements in EUR              |  |                    | 2,824,144 |      |  |  | 2,961,177 | 
|Placements in other currencies |  |                    | 2,662,788 |      |  |  | 2,107,759 | 
|                               |  |                    |           |      |  |  |           | 
|                               |  |                    | 5,486,932 |      |  |  | 5,068,936 | 
|                               |  |                    |           |      |  |  |           | 
|Maturity analysis:             |  |                    |           |      |  |  |           | 
|Up to 3 months                 |  |                    | 5,277,871 |      |  |  | 4,771,366 | 
|From 3 months to 1 year        |  |                    | 201,533   |      |  |  | 296,052   | 
|Over 1 year                    |  |                    | 7,528     |      |  |  | 1,518     | 
|                               |  |                    |           |      |  |  |           | 
|                               |  |                    | 5,486,932 |      |  |  | 5,068,936 | 
|                               |  |                    |           |      |  |  |           | 

NOTE 9:     MONEY
MARKET INVESTMENTS

Money market investments at December 31,
comprised:

|                       |  |                    |         |      |  |  |        | 
|---------------------- |  | ------------------ | ------- | ---- |  |  | ------ | 
|                       |  | 2002               |         | 2003
|                       |  |                    |         |     
|                       |  |                   
|                       |  | (EUR in thousands)
|Greek treasury bills   |  |                    | 47,134  |      |  |  | 31,352 | 
|Foreign treasury bills |  |                    | 78,184  |      |  |  | 61,403 | 
|Other                  |  |                    | 130     |      |  |  | 200    | 
|                       |  |                    |         |      |  |  |        | 
|Total                  |  |                    | 125,448 |      |  |  | 92,955 | 
|                       |  |                    |         |      |  |  |        | 

NOTE 10:     TRADING
ASSETS

Fair value of debt and equity assets held for
trading purposes at December 31, comprised:

|                                                                                  |  |                    |            |      |  |  |            | 
|--------------------------------------------------------------------------------- |  | ------------------ | ---------- | ---- |  |  | ---------- | 
|                                                                                  |  | 2002               |            | 2003
|                                                                                  |  |                    |            |     
|                                                                                  |  |                   
|                                                                                  |  | (EUR in thousands)
|Greek government bonds                                                            |  |                    | 12,921,289 |      |  |  | 12,189,657 | 
|Certificates of deposit, bankers
    acceptances and commercial paper            |  |                    | 145,766    |      |  |  | 134,061    | 
|Debt securities issued by other governments and
    public entities               |  |                    | 147,975    |      |  |  | 171,125    | 
|Debt securities issued by foreign financial
    institutions                      |  |                    | 640,172    |      |  |  | 378,992    | 
|Debt securities issued by Greek financial
    institutions incorporated in Greece |  |                    | 44,488     |      |  |  | 122,842    | 
|Corporate debt securities issued by companies
    incorporated in Greece          |  |                    | 340,254    |      |  |  | 339,683    | 
|Corporate debt securities issued by foreign
    companies                         |  |                    | 905,106    |      |  |  | 281,936    | 
|Equity securities issued by companies
    incorporated in Greece                  |  |                    | 127,986    |      |  |  | 161,687    | 
|Equity securities issued by foreign companies                                     |  |                    | 4,442      |      |  |  | 3,881      | 
|Mutual fund units                                                                 |  |                    | 620        |      |  |  | 5,007      | 
|                                                                                  |  |                    |            |      |  |  |            | 
|Total                                                                             |  |                    | 15,278,098 |      |  |  | 13,788,871 | 
|                                                                                  |  |                    |            |      |  |  |            | 

Net unrealized (losses)/gains on trading
instruments (debt, equity and derivatives) of EUR (445,771)
thousand and EUR (127,587) thousand were included in
earnings during 2002 and 2003, respectively.

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

On July 1, 2000, the Group reclassified its
entire held-to-maturity portfolio into the trading portfolio.
The management of the Group has decided not to classify any
bonds as held-to-maturity for a minimum period of 2 years,
which ended on June 30, 2002. Since then, the Group has not
classified any securities as held to maturity.

NOTE
11:     DERIVATIVES

The Group designates a derivative as held for
trading or hedging purposes when it enters into a derivative
contract. The designation may change based upon
managements intentions and changing circumstances.
Derivatives utilized by the Group include interest rate, cross
currency interest rate and foreign exchange swaps, financial
futures, outright foreign exchange forwards, forward rate
agreements and option contracts.

Interest-rate swap transactions generally involve
the exchange of fixed and floating-rate interest payment
obligations over a prescribed period of time without the
exchange of the underlying principle amounts. Cross currency
interest rate swaps generally involve the exchange of both
interest and principal amounts in two different currencies over
a prescribed period of time. Foreign exchange swaps involve the
exchange through simultaneous spot and forward foreign exchange
transactions of principle amounts in two different currencies.
Financial future contracts are contracts in which the buyer
agrees to purchase and the seller agrees to make delivery of a
specific financial instrument at a predetermined price of yield.
Outright foreign exchange forward contracts are agreements to
exchange at a specified future date, currencies of different
countries at a specified rate. An option contract is an
agreement that conveys to the purchaser the right, but not the
obligation, to buy or sell a quantity of a financial instrument,
index, or currency at a predetermined rate or price during a
period or at a time in the future. Option agreements can be
transacted on organized exchanges or directly between parties.

CREDIT RISK ASSOCIATED WITH DERIVATIVE
ACTIVITIES

Credit risk associated with derivatives is
measured as the net replacement cost should the counterparties
with contracts in a gain position to the Group completely fail
to perform under the terms of those contracts assuming no
recoveries of underlying collateral. In managing credit risk
associated with its derivative activities, the Group deals
primarily with commercial banks, broker-dealers and
corporations. In addition, the Group reduces credit risk by
obtaining collateral based on individual assessment of
counterparties. Required collateral levels vary depending on the
credit risk rating and the type of counterparty. Generally, the
Group accepts collateral in the form of cash and other
marketable securities.

A portion of the derivative activity involves
exchange-traded instruments. Exchange-traded instruments conform
to standard terms and are subject to policies set by the
exchange involved, including counterparty approval, margin
requirements and security deposit requirements. Management
believes the credit risk associated with these types of
instruments is minimal.

The following tables present the notional or
contract amounts and the credit risk or fair value amounts at
December 31, 2002 and 2003 of the Groups derivative
asset and liability positions held for trading and hedging
purposes. These derivative positions are primarily executed in
the over-the-counter market. The credit risk amounts presented
in the first table do not consider the value of any collateral
held.

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Derivative Assets(1)

|                                   |  |                    |           |                    |  |                 |        |        |  |  |           |  |  |  |         | 
|---------------------------------- |  | ------------------ | --------- | ------------------ |  | --------------- | ------ | ------ |  |  | --------- |  |  |  | ------- | 
|                                   |  |                    |           |                   
|                                   |  | December 31, 2002  |           | December 31, 2003 
|                                   |  |                    |           |                   
|                                   |  | Contract/          |           | Credit             |  | Contract/       |        | Credit
|                                   |  | Notional Amount    |           | Risk               |  | Notional Amount |        | Risk  
|                                   |  |                    |           |                    |  |                 |        |       
|                                   |  |                    |           |                   
|                                   |  | (EUR in thousands) |           | (EUR in thousands)
|Cross currency interest rate swaps |  |                    | 282,508   |                    |  |                 | 2,035  |        |  |  | 232,350   |  |  |  | 40,860  | 
|Financial futures                  |  |                    | 389,479   |                    |  |                 | 3,529  |        |  |  | 389,696   |  |  |  | 871     | 
|Foreign exchange swaps             |  |                    | 1,537,363 |                    |  |                 | 34,349 |        |  |  | 1,135,573 |  |  |  | 69,779  | 
|Forward rate agreements            |  |                    | 97,678    |                    |  |                 | 115    |        |  |  | 160,190   |  |  |  | 162     | 
|Interest rate swaps                |  |                    | 930,201   |                    |  |                 | 23,310 |        |  |  | 3,901,524 |  |  |  | 35,203  | 
|Options                            |  |                    | 143,640   |                    |  |                 | 5,495  |        |  |  | 490,956   |  |  |  | 4,172   | 
|Outright foreign exchange forwards |  |                    | 403,698   |                    |  |                 | 6,792  |        |  |  | 281,697   |  |  |  | 6,719   | 
|                                   |  |                    |           |                    |  |                 |        |        |  |  |           |  |  |  |         | 
|Total                              |  |                    | 3,784,567 |                    |  |                 | 75,625 |        |  |  | 6,591,986 |  |  |  | 157,766 | 
|                                   |  |                    |           |                    |  |                 |        |        |  |  |           |  |  |  |         | 

Derivative Liabilities(1)

|                                   |  |                    |            |                    |  |                 |         |       |  |  |            |  |  |  |         | 
|---------------------------------- |  | ------------------ | ---------- | ------------------ |  | --------------- | ------- | ----- |  |  | ---------- |  |  |  | ------- | 
|                                   |  |                    |            |                   
|                                   |  | December 31, 2002  |            | December 31, 2003 
|                                   |  |                    |            |                   
|                                   |  | Contract/          |            | Fair               |  | Contract/       |         | Fair 
|                                   |  | Notional Amount    |            | Value              |  | Notional Amount |         | Value
|                                   |  |                    |            |                    |  |                 |         |      
|                                   |  |                    |            |                   
|                                   |  | (EUR in thousands) |            | (EUR in thousands)
|Cross currency interest rate swaps |  |                    | 366,628    |                    |  |                 | 54,249  |       |  |  | 298,466    |  |  |  | 66,223  | 
|Financial futures                  |  |                    | 6,172,694  |                    |  |                 | 136,680 |       |  |  | 5,414,025  |  |  |  | 18,199  | 
|Foreign exchange swaps             |  |                    | 2,676,496  |                    |  |                 | 44,590  |       |  |  | 1,449,829  |  |  |  | 61,858  | 
|Forward rate agreements            |  |                    | 97,678     |                    |  |                 | 136     |       |  |  | 160,190    |  |  |  | 290     | 
|Interest rate swaps                |  |                    | 4,754,472  |                    |  |                 | 227,510 |       |  |  | 4,942,842  |  |  |  | 132,054 | 
|Options                            |  |                    | 96,976     |                    |  |                 | 1,589   |       |  |  | 650,001    |  |  |  | 2,367   | 
|Outright foreign exchange forwards |  |                    | 458,103    |                    |  |                 | 7,184   |       |  |  | 267,280    |  |  |  | 5,863   | 
|                                   |  |                    |            |                    |  |                 |         |       |  |  |            |  |  |  |         | 
|Total                              |  |                    | 14,623,047 |                    |  |                 | 471,938 |       |  |  | 13,182,633 |  |  |  | 286,854 | 
|                                   |  |                    |            |                    |  |                 |         |       |  |  |            |  |  |  |         | 






|    |                                                   
|--- | --------------------------------------------------
|(1) | Includes both long and short derivative positions.

The average fair value of derivative assets for
2002 and 2003 was EUR 144,750 thousand and EUR 133,197
thousand, respectively. The average fair value of derivative
liabilities for 2002 and 2003 was EUR 326,091 thousand and
EUR 251,246 thousand, respectively.

ASSET LIABILITY MANAGEMENT (ALM)
ACTIVITIES

Interest rate and foreign exchange contracts are
utilised in the Groups ALM process. The Group maintains an
overall interest rate risk management strategy that incorporates
the use of interest rate contracts to minimize significant
unplanned fluctuations in earnings that are caused by interest
rate volatility. As a result of interest rate fluctuations,
hedged fixed-rate assets and liabilities appreciate or
depreciate in market value. Gains or losses on the derivative
instruments that are linked to the hedged fixed-rate assets and
liabilities are expected to substantially offset this
appreciation or depreciation. The Group uses foreign currency
contracts to manage the foreign exchange risk associated with
certain foreign denominated assets and liabilities.

FAIR VALUE HEDGES

The Group uses various types of interest rate and
foreign currency exchange rate derivative contracts to protect
against changes in the fair value of its fixed rate assets and
liabilities due to fluctuations in interest rates

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

and exchange rates. In 2002 and 2003 the amount
recognized by the Group in the consolidated statement of income,
which represented the ineffective portion in assessing hedge
effectiveness was not significant.

Included in derivative assets and liabilities are
the following derivatives that were accounted for as fair value
hedges:

Fair value hedges (derivative
liabilities)

|                                   |  |                    |           |                    |  |                 |        |       |  |  |         |  |  |  |        | 
|---------------------------------- |  | ------------------ | --------- | ------------------ |  | --------------- | ------ | ----- |  |  | ------- |  |  |  | ------ | 
|                                   |  |                    |           |                   
|                                   |  | December 31, 2002  |           | December 31, 2003 
|                                   |  |                    |           |                   
|                                   |  | Contract/          |           | Fair               |  | Contract/       |        | Fair 
|                                   |  | Notional Amount    |           | Value              |  | Notional Amount |        | Value
|                                   |  |                    |           |                    |  |                 |        |      
|                                   |  |                    |           |                   
|                                   |  | (EUR in thousands) |           | (EUR in thousands)
|Cross currency interest rate swaps |  |                    | 152,723   |                    |  |                 | 38,698 |       |  |  | 60,714  |  |  |  | 10,142 | 
|Foreign exchange swaps             |  |                    | 981,862   |                    |  |                 | 4,041  |       |  |  |        |  |  |  |       | 
|Interest rate swaps                |  |                    | 19,106    |                    |  |                 | 1,569  |       |  |  | 52,581  |  |  |  | 4,050  | 
|                                   |  |                    |           |                    |  |                 |        |       |  |  |         |  |  |  |        | 
|Total                              |  |                    | 1,153,691 |                    |  |                 | 44,308 |       |  |  | 113,295 |  |  |  | 14,192 | 
|                                   |  |                    |           |                    |  |                 |        |       |  |  |         |  |  |  |        | 



|         |                                                       
|-------- | ------------------------------------------------------
|NOTE 12: | AVAILABLE-FOR-SALE AND HELD-TO-MATURITY
    SECURITIES

The amortized cost of available-for-sale and
held-to-maturity securities and their approximate fair values at
December 31, comprised:

|                                                                              |  |                    |           |            |  |            |         |       |  |  |          |   |  |  |           | 
|----------------------------------------------------------------------------- |  | ------------------ | --------- | ---------- |  | ---------- | ------- | ----- |  |  | -------- | - |  |  | --------- | 
|                                                                              |  |                   
|                                                                              |  | 2002              
|                                                                              |  |                   
|                                                                              |  |                    |           | Gross      |  | Gross      |         |      
|                                                                              |  | Amortized          |           | Unrealized |  | Unrealized |         | Fair 
|                                                                              |  | Cost               |           | Gains      |  | (Losses)   |         | Value
|                                                                              |  |                    |           |            |  |            |         |      
|                                                                              |  |                   
|                                                                              |  | (EUR in thousands)
|Available-for-sale securities                                                 |  |                    |           |            |  |            |         |       |  |  |          |   |  |  |           | 
|Greek government bonds                                                        |  |                    | 1,062,601 |            |  |            | 66,370  |       |  |  | (2,962   | ) |  |  | 1,126,009 | 
|Mortgage-backed securities                                                    |  |                    | 127,775   |            |  |            | 5,236   |       |  |  | (2       | ) |  |  | 133,009   | 
|Collateralized mortgage obligations                                           |  |                    | 941,042   |            |  |            | 5,861   |       |  |  | (1,350   | ) |  |  | 945,553   | 
|Debt securities issued by other governments and
    public entities           |  |                    | 582,965   |            |  |            | 33,511  |       |  |  | (3,990   | ) |  |  | 612,486   | 
|Corporate debt securities issued by companies
    incorporated in Greece      |  |                    | 99,737    |            |  |            | 2,661   |       |  |  | (112     | ) |  |  | 102,286   | 
|Corporate debt securities issued by companies
    incorporated outside Greece |  |                    | 337,891   |            |  |            | 7,007   |       |  |  | (6,940   | ) |  |  | 337,958   | 
|Equity securities issued by companies
    incorporated in Greece              |  |                    | 292,837   |            |  |            | 2,623   |       |  |  | (141,215 | ) |  |  | 154,245   | 
|Equity securities issued by companies
    incorporated outside Greece         |  |                    | 4,416     |            |  |            | 158     |       |  |  | (670     | ) |  |  | 3,904     | 
|Mutual Fund units                                                             |  |                    | 416,814   |            |  |            | 5,434   |       |  |  | (46,480  | ) |  |  | 375,768   | 
|Other                                                                         |  |                    | 53,903    |            |  |            | 1       |       |  |  | (1,160   | ) |  |  | 52,744    | 
|                                                                              |  |                    |           |            |  |            |         |       |  |  |          |   |  |  |           | 
|Total available-for-sale securities                                           |  |                    | 3,919,981 |            |  |            | 128,862 |       |  |  | (204,881 | ) |  |  | 3,843,962 | 
|                                                                              |  |                    |           |            |  |            |         |       |  |  |          |   |  |  |           | 

176



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                                                              |  |                    |           |            |  |            |        |       |  |  |         |   |  |  |           | 
|----------------------------------------------------------------------------- |  | ------------------ | --------- | ---------- |  | ---------- | ------ | ----- |  |  | ------- | - |  |  | --------- | 
|                                                                              |  |                   
|                                                                              |  | 2003              
|                                                                              |  |                   
|                                                                              |  |                    |           | Gross      |  | Gross      |        |      
|                                                                              |  | Amortized          |           | Unrealized |  | Unrealized |        | Fair 
|                                                                              |  | Cost               |           | Gains      |  | (Losses)   |        | Value
|                                                                              |  |                    |           |            |  |            |        |      
|                                                                              |  |                   
|                                                                              |  | (EUR in thousands)
|Available-for-sale securities                                                 |  |                    |           |            |  |            |        |       |  |  |         |   |  |  |           | 
|Greek government bonds                                                        |  |                    | 895,128   |            |  |            | 30,578 |       |  |  | (4,699  | ) |  |  | 921,007   | 
|Mortgage-backed securities                                                    |  |                    | 68,090    |            |  |            | 1,772  |       |  |  | (64     | ) |  |  | 69,798    | 
|Collateralized mortgage obligations                                           |  |                    | 989,298   |            |  |            | 1,451  |       |  |  | (10,917 | ) |  |  | 979,832   | 
|Debt securities issued by other governments and
    public entities           |  |                    | 2,242,755 |            |  |            | 30,299 |       |  |  | (5,510  | ) |  |  | 2,267,544 | 
|Corporate debt securities issued by companies
    incorporated in Greece      |  |                    | 285,207   |            |  |            | 2,662  |       |  |  | (47     | ) |  |  | 287,822   | 
|Corporate debt securities issued by companies
    incorporated outside Greece |  |                    | 279,576   |            |  |            | 2,742  |       |  |  | (1,780  | ) |  |  | 280,538   | 
|Equity securities issued by companies
    incorporated in Greece              |  |                    | 124,928   |            |  |            | 5,741  |       |  |  | (5,524  | ) |  |  | 125,145   | 
|Equity securities issued by companies
    incorporated outside Greece         |  |                    | 4,222     |            |  |            | 158    |       |  |  | (439    | ) |  |  | 3,941     | 
|Mutual Fund units                                                             |  |                    | 516,280   |            |  |            | 4,226  |       |  |  | (5,925  | ) |  |  | 514,581   | 
|Other                                                                         |  |                    | 65,403    |            |  |            | 78     |       |  |  | (1,074  | ) |  |  | 64,407    | 
|                                                                              |  |                    |           |            |  |            |        |       |  |  |         |   |  |  |           | 
|Total available-for-sale securities                                           |  |                    | 5,470,887 |            |  |            | 79,707 |       |  |  | (35,979 | ) |  |  | 5,514,615 | 
|                                                                              |  |                    |           |            |  |            |        |       |  |  |         |   |  |  |           | 

|                                                                          |  |                    |         |              |  |              |         |   |  |  |          |  
|------------------------------------------------------------------------- |  | ------------------ | ------- | ------------ |  | ------------ | ------- | - |  |  | -------- | -
|                                                                          |  | December 31,       |         | December 31, |  | December 31,
|                                                                          |  | 2001               |         | 2002         |  | 2003        
|                                                                          |  |                    |         |              |  |             
|                                                                          |  |                   
|                                                                          |  | (EUR in thousands)
|Gross realized gains on sales of available for
    sale portfolio         |  |                    | 28,949  |              |  |              | 18,412  |   |  |  | 46,356   |  
|Gross realized losses on sales of available for
    sale portfolio        |  |                    | (16,596 | )            |  |              | (11,327 | ) |  |  | (142,413 | )
|                                                                          |  |                    |         |              |  |              |         |   |  |  |          |  
|Net realized gains/(losses) on sales of
    available for sale securities |  |                    | 12,353  |              |  |              | 7,085   |   |  |  | (96,057  | )
|                                                                          |  |                    |         |              |  |              |         |   |  |  |          |  

177



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The Group uses the average cost method in
determining the cost of securities sold.

The following table presents the current fair
value and the associated unrealized losses of available-for-sale
securities. The table also discloses whether these securities
have had unrealised losses for less than 12 months, or for
12 months or longer.

|                                                                              |  |                     |         |                |  |       |         |            |  |       |           |            |  |  |         |   |  |  |           |  |  |  |         |  
|----------------------------------------------------------------------------- |  | ------------------- | ------- | -------------- |  | ----- | ------- | ---------- |  | ----- | --------- | ---------- |  |  | ------- | - |  |  | --------- |  |  |  | ------- | -
|                                                                              |  |                     |         |                |  |      
|                                                                              |  | Less than 12 months |         | Over 12 months |  | Total
|                                                                              |  |                     |         |                |  |      
|                                                                              |  | Fair                |         | Unrealized     |  | Fair  |         | Unrealized |  | Fair  |           | Unrealized
|                                                                              |  | Value               |         | Losses         |  | Value |         | Losses     |  | Value |           | Losses    
|                                                                              |  |                     |         |                |  |       |         |            |  |       |           |           
|                                                                              |  |                    
|                                                                              |  | (EUR in thousands) 
|Available-for-sale securities                                                 |  |                     |         |                |  |       |         |            |  |       |           |            |  |  |         |   |  |  |           |  |  |  |         |  
|Greek government bonds                                                        |  |                     | 134,375 |                |  |       | (1,480  | )          |  |       | 35,598    |            |  |  | (3,219  | ) |  |  | 169,973   |  |  |  | (4,699  | )
|Mortgage-backed securities                                                    |  |                     | 69,798  |                |  |       | (64     | )          |  |       |          |            |  |  |        |   |  |  | 69,798    |  |  |  | (64     | )
|Collateralized mortgage obligations                                           |  |                     | 198,456 |                |  |       | (9,845  | )          |  |       | 781,376   |            |  |  | (1,072  | ) |  |  | 979,832   |  |  |  | (10,917 | )
|Debt securities issued by other governments and
    public entities           |  |                     | 12,086  |                |  |       | (307    | )          |  |       | 81,158    |            |  |  | (5,203  | ) |  |  | 93,244    |  |  |  | (5,510  | )
|Corporate debt securities issued by companies
    incorporated in Greece      |  |                     | 3,060   |                |  |       | (47     | )          |  |       |          |            |  |  |        |   |  |  | 3,060     |  |  |  | (47     | )
|Corporate debt securities issued by companies
    incorporated outside Greece |  |                     | 14,791  |                |  |       | (425    | )          |  |       | 96,641    |            |  |  | (1,355  | ) |  |  | 111,432   |  |  |  | (1,780  | )
|Equity securities issued by companies
    incorporated in Greece              |  |                     | 5,284   |                |  |       | (1,760  | )          |  |       | 14,395    |            |  |  | (3,764  | ) |  |  | 19,679    |  |  |  | (5,524  | )
|Equity securities issued by companies
    incorporated outside Greece         |  |                     |        |                |  |       |        |            |  |       | 2,439     |            |  |  | (439    | ) |  |  | 2,439     |  |  |  | (439    | )
|Mutual Fund units                                                             |  |                     | 24,930  |                |  |       | (886    | )          |  |       | 4,475     |            |  |  | (5,039  | ) |  |  | 29,405    |  |  |  | (5,925  | )
|Other                                                                         |  |                     | 41,246  |                |  |       | (1,074  | )          |  |       |          |            |  |  |        |   |  |  | 41,246    |  |  |  | (1,074  | )
|                                                                              |  |                     |         |                |  |       |         |            |  |       |           |            |  |  |         |   |  |  |           |  |  |  |         |  
|Total available-for-sale securities                                           |  |                     | 504,026 |                |  |       | (15,888 | )          |  |       | 1,016,082 |            |  |  | (20,091 | ) |  |  | 1,520,108 |  |  |  | (35,979 | )
|                                                                              |  |                     |         |                |  |       |         |            |  |       |           |            |  |  |         |   |  |  |           |  |  |  |         |  

The unrealized losses associated with debt
securities are not considered to be other than temporary because
their unrealized losses are related to changes in interest rates
and do not affect the expected cash flows of the underlying
collateral or issuer. Furthermore, Management believes that the
unrealized losses associated with equity securities are not
considered to be other than temporary because of the recovery in
Greek equity markets in the first half of 2004, Management
believes a further recovery is likely.

In anticipation of the adoption of International
Financial Reporting Standards as its primary financial reporting
standards, in lieu of Greek GAAP, the Group re-examined the
classification of its securities portfolio. As a result, the
Group transferred EUR 90,608 thousand of equity securities
at fair value from the trading portfolio to the
available-for-sale portfolio, effective January 1, 2002.
The unrealized loss on these securities at the time of transfer
was EUR 78,559 thousand.

Mortgage-backed securities and collateralized
mortgage obligations have estimated average lives of
approximately 3.0 years and 5.43 years, as of
December 31, 2002 and 2003, respectively.

178



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The scheduled maturities of available-for-sale
securities at December 31, 2003 were as follows:

|                           |  |                               |           |            |  |  |           | 
|-------------------------- |  | ----------------------------- | --------- | ---------- |  |  | --------- | 
|                           |  |                              
|                           |  | Available-for-Sale Securities
|                           |  |                              
|                           |  | Amortized                     |           |           
|                           |  | Cost                          |           | Fair Value
|                           |  |                               |           |           
|                           |  |                              
|                           |  | (EUR in thousands)           
|Due in one year or less    |  |                               | 410,046   |            |  |  | 411,450   | 
|Due from one to five years |  |                               | 2,392,414 |            |  |  | 2,413,652 | 
|Due from five to ten years |  |                               | 653,856   |            |  |  | 670,216   | 
|Due after ten years        |  |                               | 1,326,737 |            |  |  | 1,334,298 | 
|                           |  |                               |           |            |  |  |           | 
|Total debt securities      |  |                               | 4,783,053 |            |  |  | 4,829,616 | 
|Other non debt securities  |  |                               | 687,834   |            |  |  | 684,999   | 
|                           |  |                               |           |            |  |  |           | 
|Total                      |  |                               | 5,470,887 |            |  |  | 5,514,615 | 
|                           |  |                               |           |            |  |  |           | 

On July 1, 2000, the Group reclassified its
entire held-to-maturity portfolio into the trading portfolio.
The management of the Group has decided not to classify any
bonds as held-to-maturity for a minimum period of 2 years,
which ended on June 30, 2002. Since then, the Group has not
classified any securities as held to maturity.



|         |                          
|-------- | -------------------------
|NOTE 13: | EQUITY METHOD INVESTMENTS

The Group has investments that are accounted for
using the equity method of accounting. The most significant of
these investments is AGET Heracles Cement Co. S.A.; a 26.25%
owned, publicly traded (on the Athens Stock Exchange) Greek
company and a leading producer of cement and related products.
At December 31, 2003 the quoted market value of the
Groups investment in AGET Heracles Cement Co. S.A. was
EUR 147,399 thousand.

The summarized financial information below
represents an aggregation of the Groups non- subsidiary
investees.

|                               |  |                    |         |                    |  |       |         |          |  |       |           |       |  |  |         |   |  |  |         |   |  |  |           | 
|------------------------------ |  | ------------------ | ------- | ------------------ |  | ----- | ------- | -------- |  | ----- | --------- | ----- |  |  | ------- | - |  |  | ------- | - |  |  | --------- | 
|                               |  |                   
|                               |  | December 31,      
|                               |  |                   
|                               |  |                    |         |                   
|                               |  | 2001               |         | 2002              
|                               |  |                    |         |                   
|                               |  | AGET               |         |                    |  | AGET  |         |         
|                               |  | Heracles           |         | Other              |  | Total |         | Heracles |  | Other |           | Total
|                               |  |                    |         |                    |  |       |         |          |  |       |           |      
|                               |  |                    |         |                   
|                               |  | (EUR in thousands) |         | (EUR in thousands)
|Recorded value                 |  |                    | 206,747 |                    |  |       | 61,203  |          |  |       | 267,950   |       |  |  | 217,176 |   |  |  | 51,964  |   |  |  | 269,140   | 
|Revenue                        |  |                    | 481,048 |                    |  |       | 595,275 |          |  |       | 1,076,323 |       |  |  | 484,061 |   |  |  | 578,966 |   |  |  | 1,063,027 | 
|Gross profit                   |  |                    | 125,705 |                    |  |       | 60,710  |          |  |       | 186,415   |       |  |  | 136,625 |   |  |  | 59,132  |   |  |  | 195,757   | 
|Net earnings                   |  |                    | 15,962  |                    |  |       | (15,087 | )        |  |       | 875       |       |  |  | 49,168  |   |  |  | (22,876 | ) |  |  | 26,292    | 
|Groups equity in net earnings |  |                    | 4,319   |                    |  |       | (5,407  | )        |  |       | (1,088    | )     |  |  | 13,310  |   |  |  | (8,759  | ) |  |  | 4,551     | 
|Dividends                      |  |                    | 10,662  |                    |  |       | 1,625   |          |  |       | 12,287    |       |  |  | 2,881   |   |  |  | 1,630   |   |  |  | 4,511     | 
|% Holding                      |  |                    | 27,06   | %                  |  |       |         |          |  |       |           |       |  |  | 27.07   | % |  |  |         |   |  |  |           | 
|Balance Sheet data             |  |                    |         |                    |  |       |         |          |  |       |           |       |  |  |         |   |  |  |         |   |  |  |           | 
|Current assets                 |  |                    | 200,828 |                    |  |       | 375,048 |          |  |       | 575,876   |       |  |  | 208,152 |   |  |  | 411,084 |   |  |  | 619,236   | 
|Non-current assets             |  |                    | 225,015 |                    |  |       | 240,725 |          |  |       | 465,740   |       |  |  | 252,035 |   |  |  | 243,766 |   |  |  | 495,801   | 
|Current liabilities            |  |                    | 129,758 |                    |  |       | 365,550 |          |  |       | 495,308   |       |  |  | 128,769 |   |  |  | 383,039 |   |  |  | 511,808   | 
|Non-current liabilities        |  |                    | 99,657  |                    |  |       | 64,684  |          |  |       | 164,341   |       |  |  | 86,427  |   |  |  | 80,761  |   |  |  | 167,188   | 
|Net assets                     |  |                    | 196,428 |                    |  |       | 185,539 |          |  |       | 381,967   |       |  |  | 244,991 |   |  |  | 191,050 |   |  |  | 436,041   | 
|Groups equity in net assets   |  |                    | 53,150  |                    |  |       | 53,244  |          |  |       | 106,394   |       |  |  | 66,319  |   |  |  | 53,888  |   |  |  | 120,207   | 

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                               |  |                    |         |       |  |       |         |   |  |  |           | 
|------------------------------ |  | ------------------ | ------- | ----- |  | ----- | ------- | - |  |  | --------- | 
|                               |  |                   
|                               |  | December 31, 2003 
|                               |  |                   
|                               |  | AGET               |         |      
|                               |  | Heracles           |         | Other |  | Total
|                               |  |                    |         |       |  |      
|                               |  |                   
|                               |  | (EUR in thousands)
|Recorded value                 |  |                    | 147,399 |       |  |       | 53,291  |   |  |  | 200,690   | 
|Revenue                        |  |                    | 534,746 |       |  |       | 549,288 |   |  |  | 1,084,034 | 
|Gross profit                   |  |                    | 153,003 |       |  |       | 61,880  |   |  |  | 214,883   | 
|Net earnings                   |  |                    | 70,762  |       |  |       | (390    | ) |  |  | 70,372    | 
|Groups equity in net earnings |  |                    | 18,574  |       |  |       | (573    | ) |  |  | 18,001    | 
|Dividends                      |  |                    | 5,773   |       |  |       | 1,569   |   |  |  | 7,342     | 
|% Holding                      |  |                    | 26,25   | %     |  |       |         |   |  |  |           | 
|Balance Sheet data             |  |                    |         |       |  |       |         |   |  |  |           | 
|Current assets                 |  |                    | 254,953 |       |  |       | 423,425 |   |  |  | 678,378   | 
|Non-current assets             |  |                    | 248,319 |       |  |       | 253,451 |   |  |  | 501,770   | 
|Current liabilities            |  |                    | 128,410 |       |  |       | 411,928 |   |  |  | 540,338   | 
|Non-current liabilities        |  |                    | 77,629  |       |  |       | 81,129  |   |  |  | 158,758   | 
|Net assets                     |  |                    | 297,233 |       |  |       | 183,818 |   |  |  | 481,051   | 
|Groups equity in net assets   |  |                    | 78,018  |       |  |       | 51,662  |   |  |  | 129,680   | 

Other equity investments include Phosphate
Fertilizers Industry S.A. (24.23%), Larco Metallurgical S.A.
(36.43%), Siemens Industrial S.A. (30.00%), Planet S.A. (31.72%)
and YES Leasing S.A. (49.00%). On February 18, 2004 the
Group disposed of its entire holding YES Leasing S.A. See
note 39 Post Balance Sheet Events.

The difference between the cost of acquisition of
the investments and the Groups equity in the investees
underlying net assets represents purchased goodwill. Equity
method investment goodwill is not amortized but all equity
investments are reviewed for impairment.

The Bank has recorded an impairment charge of
EUR 77,378 thousand to reflect the other than temporary
decline in the value of its investment in AGET Heracles Cement
Co. S.A.



|         |                                    
|-------- | -----------------------------------
|NOTE 14: | LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans made by the Group according to type of
loan, which represents the Groups concentration of credit
risk, at December 31, 2002 comprised:

|                      |  |                    |           |         |  |       |         |  |  |  |           | 
|--------------------- |  | ------------------ | --------- | ------- |  | ----- | ------- |  |  |  | --------- | 
|                      |  |                   
|                      |  | 2002              
|                      |  |                   
|                      |  | Greek              |           |        
|                      |  | residents          |           | Foreign |  | Total
|                      |  |                    |           |         |  |      
|                      |  |                   
|                      |  | (EUR in thousands)
|Consumer:             |  |                    |           |         |  |       |         |  |  |  |           | 
|Residential mortgages |  |                    | 5,559,819 |         |  |       | 258,603 |  |  |  | 5,818,422 | 
|Credit card           |  |                    | 1,030,071 |         |  |       | 16,669  |  |  |  | 1,046,740 | 
|Auto financing        |  |                    | 283,344   |         |  |       | 10,930  |  |  |  | 294,274   | 
|Other                 |  |                    | 957,020   |         |  |       | 244,196 |  |  |  | 1,201,216 | 
|                      |  |                    |           |         |  |       |         |  |  |  |           | 
|Total consumer        |  |                    | 7,830,254 |         |  |       | 530,398 |  |  |  | 8,360,652 | 
|                      |  |                    |           |         |  |       |         |  |  |  |           | 

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                |  |                    |            |         |  |       |           |   |  |  |            |  
|------------------------------- |  | ------------------ | ---------- | ------- |  | ----- | --------- | - |  |  | ---------- | -
|                                |  |                   
|                                |  | 2002              
|                                |  |                   
|                                |  | Greek              |            |        
|                                |  | residents          |            | Foreign |  | Total
|                                |  |                    |            |         |  |      
|                                |  |                   
|                                |  | (EUR in thousands)
|Commercial:                     |  |                    |            |         |  |       |           |   |  |  |            |  
|Industry and mining             |  |                    | 1,992,235  |         |  |       | 869,188   |   |  |  | 2,861,423  |  
|Small scale industry            |  |                    | 685,704    |         |  |       | 41,488    |   |  |  | 727,192    |  
|Trade                           |  |                    | 2,322,891  |         |  |       | 468,406   |   |  |  | 2,791,297  |  
|Construction                    |  |                    | 228,986    |         |  |       | 189,243   |   |  |  | 418,229    |  
|Tourism                         |  |                    | 291,207    |         |  |       | 71,598    |   |  |  | 362,805    |  
|Shipping and transportation     |  |                    | 856,660    |         |  |       | 204,234   |   |  |  | 1,060,894  |  
|Mortgage                        |  |                    | 100,636    |         |  |       | 647,306   |   |  |  | 747,942    |  
|Public                          |  |                    | 2,186,293  |         |  |       | 32,198    |   |  |  | 2,218,491  |  
|Other                           |  |                    | 704,155    |         |  |       | 385,048   |   |  |  | 1,089,203  |  
|                                |  |                    |            |         |  |       |           |   |  |  |            |  
|Total commercial                |  |                    | 9,368,767  |         |  |       | 2,908,709 |   |  |  | 12,277,476 |  
|                                |  |                    |            |         |  |       |           |   |  |  |            |  
|Total loans                     |  |                    | 17,199,021 |         |  |       | 3,439,107 |   |  |  | 20,638,128 |  
|Unearned income                 |  |                    |           |         |  |       | (6,803    | ) |  |  | (6,803     | )
|                                |  |                    |            |         |  |       |           |   |  |  |            |  
|Loans, net of unearned income   |  |                    | 17,199,021 |         |  |       | 3,432,304 |   |  |  | 20,631,325 |  
|Less: Allowance for loan losses |  |                    | (775,025   | )       |  |       | (236,120  | ) |  |  | (1,011,145 | )
|                                |  |                    |            |         |  |       |           |   |  |  |            |  
|Total Net Loans                 |  |                    | 16,423,996 |         |  |       | 3,196,184 |   |  |  | 19,620,180 |  
|                                |  |                    |            |         |  |       |           |   |  |  |            |  

181



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Loans made by the Group according to type of
loan, which represents the Groups concentration of credit
risks, at December 31, 2003 comprised:

|                                |  |                    |            |         |  |       |           |   |  |  |            |  
|------------------------------- |  | ------------------ | ---------- | ------- |  | ----- | --------- | - |  |  | ---------- | -
|                                |  |                   
|                                |  | 2003              
|                                |  |                   
|                                |  | Greek              |            |        
|                                |  | residents          |            | Foreign |  | Total
|                                |  |                    |            |         |  |      
|                                |  |                   
|                                |  | (EUR in thousands)
|Consumer:                       |  |                    |            |         |  |       |           |   |  |  |            |  
|Residential mortgages           |  |                    | 6,793,804  |         |  |       | 263,964   |   |  |  | 7,057,768  |  
|Credit card                     |  |                    | 1,220,799  |         |  |       | 20,546    |   |  |  | 1,241,345  |  
|Auto financing                  |  |                    | 306,195    |         |  |       | 16,735    |   |  |  | 322,930    |  
|Other                           |  |                    | 1,306,133  |         |  |       | 267,159   |   |  |  | 1,573,292  |  
|                                |  |                    |            |         |  |       |           |   |  |  |            |  
|Total consumer                  |  |                    | 9,626,931  |         |  |       | 568,404   |   |  |  | 10,195,335 |  
|                                |  |                    |            |         |  |       |           |   |  |  |            |  
|Commercial:                     |  |                    |            |         |  |       |           |   |  |  |            |  
|Industry and mining             |  |                    | 2,098,065  |         |  |       | 890,675   |   |  |  | 2,988,740  |  
|Small scale industry            |  |                    | 715,106    |         |  |       | 88,118    |   |  |  | 803,224    |  
|Trade                           |  |                    | 2,468,250  |         |  |       | 618,837   |   |  |  | 3,087,087  |  
|Construction                    |  |                    | 364,903    |         |  |       | 267,510   |   |  |  | 632,413    |  
|Tourism                         |  |                    | 306,722    |         |  |       | 101,591   |   |  |  | 408,313    |  
|Shipping and transportation     |  |                    | 806,961    |         |  |       | 226,543   |   |  |  | 1,033,504  |  
|Mortgage                        |  |                    | 133,596    |         |  |       | 631,668   |   |  |  | 765,264    |  
|Public                          |  |                    | 1,478,400  |         |  |       | 45,694    |   |  |  | 1,524,094  |  
|Other                           |  |                    | 1,048,274  |         |  |       | 452,381   |   |  |  | 1,500,655  |  
|                                |  |                    |            |         |  |       |           |   |  |  |            |  
|Total commercial                |  |                    | 9,420,277  |         |  |       | 3,323,017 |   |  |  | 12,743,294 |  
|                                |  |                    |            |         |  |       |           |   |  |  |            |  
|Total loans                     |  |                    | 19,047,208 |         |  |       | 3,891,421 |   |  |  | 22,938,629 |  
|Unearned income                 |  |                    |           |         |  |       | (5,589    | ) |  |  | (5,589     | )
|                                |  |                    |            |         |  |       |           |   |  |  |            |  
|Loans, net of unearned income   |  |                    | 19,047,208 |         |  |       | 3,885,832 |   |  |  | 22,933,040 |  
|Less: Allowance for loan losses |  |                    | (816,676   | )       |  |       | (230,817  | ) |  |  | (1,047,493 | )
|                                |  |                    |            |         |  |       |           |   |  |  |            |  
|Total Net Loans                 |  |                    | 18,230,532 |         |  |       | 3,655,015 |   |  |  | 21,885,547 |  
|                                |  |                    |            |         |  |       |           |   |  |  |            |  

Included in the above tables are loans with
terms, which have been modified by agreement between the Group
and its debtors. Referred to as troubled debt restructuring,
these loans totaled EUR 245,004 thousand and numbered 11,722 in
2002 and EUR 170,792 thousand and numbered 5,970 in 2003.
Interest on such loans is recognized on the accrual basis and
totaled EUR 14,751 thousand and EUR 10,242 thousand in 2002 and
2003, respectively.

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

An analysis of the change in the allowance for
loan losses for the years ended December 31, follows:

|                                                                                    |  |                    |           |      |  |      |           |   |  |  |           |  
|----------------------------------------------------------------------------------- |  | ------------------ | --------- | ---- |  | ---- | --------- | - |  |  | --------- | -
|                                                                                    |  | 2001               |           | 2002 |  | 2003
|                                                                                    |  |                    |           |      |  |     
|                                                                                    |  |                   
|                                                                                    |  | (EUR in thousands)
|Balance at January 1                                                                |  |                    | 973,211   |      |  |      | 1,014,927 |   |  |  | 1,011,145 |  
|Allowance (upon acquisition) attributable to
    companies acquired during the year |  |                    |          |      |  |      | 2,474     |   |  |  | 3,766     |  
|Allowance for loan losses                                                           |  |                    | 170,786   |      |  |      | 143,391   |   |  |  | 140,543   |  
|Write-offs                                                                          |  |                    | (133,797  | )    |  |      | (111,884  | ) |  |  | (101,670  | )
|Recoveries                                                                          |  |                    | 3,540     |      |  |      | 2,480     |   |  |  | 9,011     |  
|                                                                                    |  |                    |           |      |  |      |           |   |  |  |           |  
|Net Write-offs                                                                      |  |                    | (130,257  | )    |  |      | (109,404  | ) |  |  | (92,659   | )
|Translation differences                                                             |  |                    | 1,187     |      |  |      | (40,243   | ) |  |  | (15,302   | )
|                                                                                    |  |                    |           |      |  |      |           |   |  |  |           |  
|Allowance at December 31,                                                           |  |                    | 1,014,927 |      |  |      | 1,011,145 |   |  |  | 1,047,493 |  
|                                                                                    |  |                    |           |      |  |      |           |   |  |  |           |  

Non-performing loans by sector, which the Group
considers to be impaired at December 31, comprised:

|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|------------------------------- |  | ------------------ | --------- | ------- |  | ----- | -------- | - |  |  | --------- | -
|                                |  |                   
|                                |  | 2002              
|                                |  |                   
|                                |  | Greek              |           |        
|                                |  | residents          |           | Foreign |  | Total
|                                |  |                    |           |         |  |      
|                                |  |                   
|                                |  | (EUR in thousands)
|Consumer:                       |  |                    |           |         |  |       |          |   |  |  |           |  
|Residential mortgages           |  |                    | 308,218   |         |  |       | 1,612    |   |  |  | 309,830   |  
|Credit card                     |  |                    | 94,799    |         |  |       | 6,964    |   |  |  | 101,763   |  
|Auto financing                  |  |                    | 4,962     |         |  |       |         |   |  |  | 4,962     |  
|Other                           |  |                    | 53,483    |         |  |       | 10,307   |   |  |  | 63,790    |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|Total consumer                  |  |                    | 461,462   |         |  |       | 18,883   |   |  |  | 480,345   |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|Commercial:                     |  |                    |           |         |  |       |          |   |  |  |           |  
|Industry and mining             |  |                    | 176,086   |         |  |       | 89,873   |   |  |  | 265,959   |  
|Small scale industry            |  |                    | 101,180   |         |  |       | 2,550    |   |  |  | 103,730   |  
|Trade                           |  |                    | 129,039   |         |  |       | 39,934   |   |  |  | 168,973   |  
|Construction                    |  |                    | 20,014    |         |  |       | 2,973    |   |  |  | 22,987    |  
|Tourism                         |  |                    | 103,746   |         |  |       | 2,640    |   |  |  | 106,386   |  
|Shipping and transportation     |  |                    | 38,384    |         |  |       | 54,909   |   |  |  | 93,293    |  
|Mortgage                        |  |                    | 29,576    |         |  |       | 12,953   |   |  |  | 42,529    |  
|Public                          |  |                    | 2,546     |         |  |       | 2,976    |   |  |  | 5,522     |  
|Other                           |  |                    | 51,132    |         |  |       | 15,014   |   |  |  | 66,146    |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|Total commercial                |  |                    | 651,703   |         |  |       | 223,822  |   |  |  | 875,525   |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|Total loans                     |  |                    | 1,113,165 |         |  |       | 242,705  |   |  |  | 1,355,870 |  
|Less: Allowance for loan losses |  |                    | (740,643  | )       |  |       | (223,078 | ) |  |  | (963,721  | )
|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|                                |  |                    | 372,522   |         |  |       | 19,627   |   |  |  | 392,149   |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|Average balance                 |  |                    |           |         |  |       |          |   |  |  | 1,801,952 |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|Interest recognized             |  |                    |           |         |  |       |          |   |  |  | 37,000    |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Non-performing loans by sector, which the Group
considers to be impaired at December 31, comprised:

|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|------------------------------- |  | ------------------ | --------- | ------- |  | ----- | -------- | - |  |  | --------- | -
|                                |  |                   
|                                |  | 2003              
|                                |  |                   
|                                |  | Greek              |           |        
|                                |  | residents          |           | Foreign |  | Total
|                                |  |                    |           |         |  |      
|                                |  |                   
|                                |  | (EUR in thousands)
|Consumer:                       |  |                    |           |         |  |       |          |   |  |  |           |  
|Residential mortgages           |  |                    | 324,273   |         |  |       | 2,555    |   |  |  | 326,828   |  
|Credit card                     |  |                    | 130,927   |         |  |       | 5,669    |   |  |  | 136,596   |  
|Auto financing                  |  |                    | 5,256     |         |  |       | 8        |   |  |  | 5,264     |  
|Other                           |  |                    | 54,635    |         |  |       | 43,930   |   |  |  | 98,565    |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|Total consumer                  |  |                    | 515,091   |         |  |       | 52,162   |   |  |  | 567,253   |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|Commercial:                     |  |                    |           |         |  |       |          |   |  |  |           |  
|Industry and mining             |  |                    | 152,129   |         |  |       | 95,832   |   |  |  | 247,961   |  
|Small scale industry            |  |                    | 94,533    |         |  |       | 3,077    |   |  |  | 97,610    |  
|Trade                           |  |                    | 89,958    |         |  |       | 64,680   |   |  |  | 154,638   |  
|Construction                    |  |                    | 20,346    |         |  |       | 5,325    |   |  |  | 25,671    |  
|Tourism                         |  |                    | 101,004   |         |  |       | 7,370    |   |  |  | 108,374   |  
|Shipping and transportation     |  |                    | 27,827    |         |  |       | 39,840   |   |  |  | 67,667    |  
|Mortgage                        |  |                    | 25,233    |         |  |       | 2,186    |   |  |  | 27,419    |  
|Public                          |  |                    | 2,302     |         |  |       | 17       |   |  |  | 2,319     |  
|Other                           |  |                    | 45,209    |         |  |       | 21,124   |   |  |  | 66,333    |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|Total commercial                |  |                    | 558,541   |         |  |       | 239,451  |   |  |  | 797,992   |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|Total loans                     |  |                    | 1,073,632 |         |  |       | 291,613  |   |  |  | 1,365,245 |  
|Less: Allowance for loan losses |  |                    | (768,347  | )       |  |       | (206,066 | ) |  |  | (974,413  | )
|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|                                |  |                    | 305,285   |         |  |       | 85,547   |   |  |  | 390,832   |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|Average balance                 |  |                    |           |         |  |       |          |   |  |  | 1,305,791 |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|Interest recognized             |  |                    |           |         |  |       |          |   |  |  | 22,619    |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  

The average recorded investment in certain
impaired loans for 2001, 2002 and 2003 was approximately
EUR 1,427,932 thousand, EUR 1,801,952 thousand and
EUR 1,305,791 thousand respectively.

NOTE
15:     GOODWILL, SOFTWARE AND OTHER
INTANGIBLES

In accordance with SFAS 142, no goodwill
amortization was recorded in 2002 and 2003 Goodwill amortization
expense in 2001 was approximately EUR 30,624 thousand. Net
income in 2001 was EUR 204,974 thousand or EUR 0.87
per share (EUR 0.87 per share diluted). Net income adjusted
to exclude goodwill amortization expense would have been
EUR 235,598 thousand or EUR 1.00 per share
(EUR 1.00 per share diluted) in 2001. The impact of
goodwill amortization on net income in 2001 was EUR 30,624
thousand or EUR 0.13 per share (basic and diluted).

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The table below presents the allocation of
goodwill by segment for December 31:

|                                    |  |                    |         |      |  |  |         | 
|----------------------------------- |  | ------------------ | ------- | ---- |  |  | ------- | 
|                                    |  | 2002               |         | 2003
|                                    |  |                    |         |     
|                                    |  |                   
|                                    |  | (EUR in thousands)
|Banking  Foreign                   |  |                    | 138,517 |      |  |  | 137,525 | 
|Investment Banking                  |  |                    | 120,605 |      |  |  |        | 
|Global Investment & Private Banking |  |                    | 8,650   |      |  |  | 7,956   | 
|Insurance                           |  |                    | 53,718  |      |  |  | 54,353  | 
|Other  Greek                       |  |                    | 90,643  |      |  |  | 89,243  | 
|                                    |  |                    |         |      |  |  |         | 
|Total                               |  |                    | 412,133 |      |  |  | 289,077 | 
|                                    |  |                    |         |      |  |  |         | 

There was no goodwill impairment loss in 2002
from the annual impairment review. During 2003, an impairment
loss of EUR 134,235 thousand was recognized by the Group.

The Group recognized an impairment loss of
EUR 120,605 thousand relating to the investment banking
segment. The Group valued this segment using various valuation
methods and applied the average of these. The impairment is
primarily due to the absorption of ETEBA.

The Group also recognized an impairment loss of
EUR 13,630 thousand relating to the foreign banking
segment. The Group valued this segment using a discounted cash
flow model. The impairment loss was primarily due to the
Groups investment in Stopanska Banka A.D.

In 2003 the Bank acquired a controlling interest
of 81.65% in Banca Romaneasca S.A. located in
Romania and recognized goodwill of EUR 18,565 thousand in
the foreign banking segment.

The gross carrying amount and accumulated
amortization related to software and other intangibles at
December 31, are presented below:

|                  |  |          |         |              |  |          |        |              |  |  |         |  |  |  |         | 
|----------------- |  | -------- | ------- | ------------ |  | -------- | ------ | ------------ |  |  | ------- |  |  |  | ------- | 
|                  |  |          |         |             
|                  |  | 2002     |         | 2003        
|                  |  |          |         |             
|                  |  | Gross    |         |              |  | Gross    |        |             
|                  |  | Carrying |         | Accumulated  |  | Carrying |        | Accumulated 
|                  |  | Amount   |         | Amortization |  | Amount   |        | Amortization
|                  |  |          |         |              |  |          |        |             
|Software          |  |          | 147,546 |              |  |          | 89,707 |              |  |  | 167,296 |  |  |  | 118,549 | 
|Other Intangibles |  |          | 7,121   |              |  |          | 1,801  |              |  |  | 20,880  |  |  |  | 3,690   | 
|                  |  |          |         |              |  |          |        |              |  |  |         |  |  |  |         | 
|Total             |  |          | 154,667 |              |  |          | 91,508 |              |  |  | 188,176 |  |  |  | 122,239 | 
|                  |  |          |         |              |  |          |        |              |  |  |         |  |  |  |         | 

Amortization expense on software and other
intangibles was EUR 31,956 thousand, EUR 42,017
thousand and EUR 30,731 thousand in 2001, 2002 and 2003
respectively. The Group estimates that aggregate amortization
expense will be approximately EUR 24,155 thousand for 2004,
EUR 18,371 thousand for 2005, EUR 11,570 thousand for
2006, EUR 5,043 thousand for 2007 and EUR 2,775
thousand for 2008.

185



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



NOTE 16:     PREMISES
AND EQUIPMENT AND LEASE COMMITMENTS

Premises and equipment at December 31,
comprised:

|                                  |  |                    |           |      |  |  |           |  
|--------------------------------- |  | ------------------ | --------- | ---- |  |  | --------- | -
|                                  |  | 2002               |           | 2003
|                                  |  |                    |           |     
|                                  |  |                   
|                                  |  | (EUR in thousands)
|Land                              |  |                    | 180,921   |      |  |  | 185,570   |  
|Buildings                         |  |                    | 493,516   |      |  |  | 568,860   |  
|Furniture, fittings and machinery |  |                    | 146,531   |      |  |  | 158,140   |  
|Leasehold improvements            |  |                    | 11,050    |      |  |  | 9,445     |  
|Office equipment                  |  |                    | 265,600   |      |  |  | 285,041   |  
|Vehicles                          |  |                    | 11,068    |      |  |  | 11,619    |  
|Other                             |  |                    | 91,834    |      |  |  | 110,387   |  
|                                  |  |                    |           |      |  |  |           |  
|Total, at cost                    |  |                    | 1,200,520 |      |  |  | 1,329,062 |  
|Less: accumulated depreciation    |  |                    | (574,457  | )    |  |  | (660,986  | )
|                                  |  |                    |           |      |  |  |           |  
|Net book value                    |  |                    | 626,063   |      |  |  | 668,076   |  
|                                  |  |                    |           |      |  |  |           |  

Certain Group premises and equipment are leased
under various operating leases. Rental expense was
EUR 29,362 thousand, EUR 35,979 thousand and
EUR 40,611 thousand for the years ended December 31,
2001, 2002 and 2003, respectively.

Future minimum rental commitments under
non-cancelable operating leases are presented below. The Group
did not enter into any material capital leases.

|                             |  |                    |         | 
|---------------------------- |  | ------------------ | ------- | 
|                             |  | Operating Leases  
|                             |  |                   
|                             |  | (EUR in thousands)
|2004                         |  |                    | 42,994  | 
|2005                         |  |                    | 23,695  | 
|2006                         |  |                    | 22,396  | 
|2007                         |  |                    | 18,626  | 
|2008                         |  |                    | 18,344  | 
|Thereafter                   |  |                    | 54,970  | 
|                             |  |                    |         | 
|Total minimum lease payments |  |                    | 181,025 | 
|                             |  |                    |         | 

NOTE 17:     OTHER
ASSETS

Other assets at December 31, comprised:

|                                                                      |  |                    |           |      |  |  |           | 
|--------------------------------------------------------------------- |  | ------------------ | --------- | ---- |  |  | --------- | 
|                                                                      |  | 2002               |           | 2003
|                                                                      |  |                    |           |     
|                                                                      |  |                   
|                                                                      |  | (EUR in thousands)
|Assets acquired through foreclosure proceedings                       |  |                    | 69,082    |      |  |  | 68,705    | 
|Accounts receivable of non-financial services
    sector subsidiaries |  |                    | 309,017   |      |  |  | 344,917   | 
|Deferred tax assets                                                   |  |                    | 347,251   |      |  |  | 481,751   | 
|Amounts due from parties with collection
    agreements               |  |                    | 18,212    |      |  |  | 2,495     | 
|Taxes withheld                                                        |  |                    | 197,895   |      |  |  | 197,339   | 
|European Re-development Fund                                          |  |                    | 40,196    |      |  |  | 37,023    | 
|Amounts receivable from sales of bonds                                |  |                    | 991,886   |      |  |  | 198,036   | 
|Other                                                                 |  |                    | 952,703   |      |  |  | 836,442   | 
|                                                                      |  |                    |           |      |  |  |           | 
|Total                                                                 |  |                    | 2,926,242 |      |  |  | 2,166,708 | 
|                                                                      |  |                    |           |      |  |  |           | 

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

NOTE 18:     PLEDGED
ASSETS AND COLLATERAL ACCEPTED

The Group has accepted collateral that is
permitted by contract or custom to sell or repledge. At
December 31, 2002 and 2003, the fair value of this
collateral was approximately EUR 21,000 thousand and
EUR 2,000 thousand, respectively, all of which could be
sold or repledged.

At December 31, 2002 and 2003, the Group had
pledged bonds of EUR 1,838,630 thousand and
EUR 4,522,630 thousand, respectively, to the central bank
to increase borrowing capacity.

At December 31, 2002 and 2003, assets,
principally securities, amounting to EUR 766,826 thousand
and EUR 710,092 thousand, respectively, were pledged to
secure public deposits and for other purposes.

NOTE
19:     DEPOSITS

The aggregate amount of short-term certificates
of deposit, each with a minimum denomination of EUR 83,000,
which approximates USD 100,000, was EUR 240,951
thousand at December 31, 2003.

At December 31, 2003, interest-bearing
deposits with scheduled maturities in excess of one year were
EUR 160,388 thousand.

Deposits made by Greek residents and foreign
customers at December 31, comprised:

|                                    |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |            | 
|----------------------------------- | ------------ | ------------------ | ---------- | ------------------ |  | ----- | --------- | --------- |  | ------- | ---------- | ---------- |  |  | ---------- | ---------- |  |  | --------- | --------- |  |  | ---------- | ---------- | 
|                                    |              |                    |            |                   
|                                    |              | 2002               |            | 2003              
|                                    |              |                    |            |                   
|                                    |              | Greek              |            |                    |  | Greek |           |          
|                                    |              | residents          |            | Foreign            |  | Total |           | residents |  | Foreign |            | Total     
|                                    |              |                    |            |                    |  |       |           |           |  |         |            |           
|                                    |              |                    |            |                   
|                                    |              | (EUR in thousands) |            | (EUR in thousands)
|Interest bearing:                   |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           
|Public sector                       |              |                    | 48,231     |                    |  |       | 239,859   |           |  |         | 288,090    |            |  |  | 39,496     |            |  |  | 153,883   |           |  |  | 193,379    |           
|Private sector                      |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           
|                                    | Corporations |                    |            | 1,147,176          |  |       |           | 740,155   |  |         |            | 1,887,331  |  |  |            | 642,846    |  |  |           | 866,623   |  |  |            | 1,509,469  | 
|                                    | Individuals  |                    |            | 28,093,729         |  |       |           | 3,025,075 |  |         |            | 31,118,804 |  |  |            | 27,839,622 |  |  |           | 2,898,290 |  |  |            | 30,737,912 | 
|Interbank                           |              |                    | 1,805,459  |                    |  |       | 1,149,174 |           |  |         | 2,954,633  |            |  |  | 4,557,338  |            |  |  | 789,976   |           |  |  | 5,347,314  |           
|Other                               |              |                    | 425,365    |                    |  |       | 53,124    |           |  |         | 478,489    |            |  |  | 506,239    |            |  |  | 85,876    |           |  |  | 592,115    |           
|                                    |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           
|Total interest bearing deposits     |              |                    | 31,519,960 |                    |  |       | 5,207,387 |           |  |         | 36,727,347 |            |  |  | 33,585,541 |            |  |  | 4,794,648 |           |  |  | 38,380,189 |           
|                                    |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           
|Non-interest bearing:               |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           
|Public sector                       |              |                    | 1,352,685  |                    |  |       | 5,923     |           |  |         | 1,358,608  |            |  |  | 1,486,715  |            |  |  | 6,100     |           |  |  | 1,492,815  |           
|Private sector                      |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           
|                                    | Corporations |                    |            | 1,080,131          |  |       |           | 297,141   |  |         |            | 1,377,272  |  |  |            | 1,341,030  |  |  |           | 312,646   |  |  |            | 1,653,676  | 
|                                    | Individuals  |                    |            | 221,004            |  |       |           | 127,367   |  |         |            | 348,371    |  |  |            | 153,329    |  |  |           | 131,515   |  |  |            | 284,844    | 
|Interbank                           |              |                    | 140,913    |                    |  |       | 175,338   |           |  |         | 316,251    |            |  |  | 33,440     |            |  |  | 69,121    |           |  |  | 102,561    |           
|Other                               |              |                    | 139,771    |                    |  |       | 21,213    |           |  |         | 160,984    |            |  |  | 118,651    |            |  |  | 10,209    |           |  |  | 128,860    |           
|                                    |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           
|Total non-interest bearing deposits |              |                    | 2,934,504  |                    |  |       | 626,982   |           |  |         | 3,561,486  |            |  |  | 3,133,165  |            |  |  | 529,591   |           |  |  | 3,662,756  |           
|                                    |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           

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SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|               |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |            | 
|-------------- | ------------ | ------------------ | ---------- | ------------------ |  | ----- | --------- | --------- |  | ------- | ---------- | ---------- |  |  | ---------- | ---------- |  |  | --------- | --------- |  |  | ---------- | ---------- | 
|               |              |                    |            |                   
|               |              | 2002               |            | 2003              
|               |              |                    |            |                   
|               |              | Greek              |            |                    |  | Greek |           |          
|               |              | residents          |            | Foreign            |  | Total |           | residents |  | Foreign |            | Total     
|               |              |                    |            |                    |  |       |           |           |  |         |            |           
|               |              |                    |            |                   
|               |              | (EUR in thousands) |            | (EUR in thousands)
|Total:         |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           
|Public sector  |              |                    | 1,400,916  |                    |  |       | 245,782   |           |  |         | 1,646,698  |            |  |  | 1,526,211  |            |  |  | 159,983   |           |  |  | 1,686,194  |           
|Private sector |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           
|               | Corporations |                    |            | 2,227,307          |  |       |           | 1,037,296 |  |         |            | 3,264,603  |  |  |            | 1,983,876  |  |  |           | 1,179,269 |  |  |            | 3,163,145  | 
|               | Individuals  |                    |            | 28,314,733         |  |       |           | 3,152,442 |  |         |            | 31,467,175 |  |  |            | 27,992,951 |  |  |           | 3,029,805 |  |  |            | 31,022,756 | 
|Interbank      |              |                    | 1,946,372  |                    |  |       | 1,324,512 |           |  |         | 3,270,884  |            |  |  | 4,590,778  |            |  |  | 859,097   |           |  |  | 5,449,875  |           
|Other          |              |                    | 565,136    |                    |  |       | 74,337    |           |  |         | 639,473    |            |  |  | 624,890    |            |  |  | 96,085    |           |  |  | 720,975    |           
|               |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           
|Total deposits |              |                    | 34,454,464 |                    |  |       | 5,834,369 |           |  |         | 40,288,833 |            |  |  | 36,718,706 |            |  |  | 5,324,239 |           |  |  | 42,042,945 |           
|               |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           



|         |                        
|-------- | -----------------------
|NOTE 20: | CENTRAL BANK BORROWINGS

Central bank borrowings consist of funds used by
the Bank to manage daily funding and liquidity needs. Interest
accrues on these balances at rates determined by the central
bank and is settled daily.

|                                                                |  |      |        |      |  |  |        | 
|--------------------------------------------------------------- |  | ---- | ------ | ---- |  |  | ------ | 
|                                                                |  | 2002 |        | 2003
|                                                                |  |      |        |     
|Weighted average rate at year end                               |  |      | 14.50% |      |  |  | 14.50% | 
|Weighted average rate, annual                                   |  |      | 9.70%  |      |  |  | 14.50% | 
|Average balance outstanding during the year in
    EUR thousand |  |      | 52,967 |      |  |  | 6,413  | 
|Maximum month-end amount during the period in EUR
    thousand  |  |      | 63,310 |      |  |  | 6,797  | 

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|         |                                                                               
|-------- | ------------------------------------------------------------------------------
|NOTE 21: | FEDERAL FUNDS PURCHASED AND SECURITIES SOLD
    UNDER AGREEMENTS TO REPURCHASE

Information concerning federal funds purchased
and securities sold under agreements to repurchase is summarized
as follows:

|                                                |                                                |                    |           |           |            |  |           |           |           | 
|----------------------------------------------- | ---------------------------------------------- | ------------------ | --------- | --------- | ---------- |  | --------- | --------- | --------- | 
|                                                |                                                | 2002               |           | 2003     
|                                                |                                                |                    |           |          
|                                                |                                                |                   
|                                                |                                                | (EUR in thousands)
|Federal funds purchased                         |                                                |                    |          |           |            |  | 27,712    |          
|Securities sold under agreements to repurchase  |                                                |                    | 8,278,892 |           |            |  | 6,051,185 |          
|                                                |                                                |                    |           |           |            |  |           |          
|                                                |                                                |                    | 8,278,892 |           |            |  | 6,078,897 |          
|                                                |                                                |                    |           |           |            |  |           |          
|Securities sold under agreements to repurchase: |                                                |                    |           |           |            |  |           |          
|                                                | Average outstanding during the year            |                    |           | 7,707,751 |            |  |           | 7,430,091 |          
|                                                | Weighted average interest rate during the year |                    |           | 3.04%     |            |  |           | 2.49%     |          
|                                                | Weighted average interest rate at year end     |                    |           | 2.92%     |            |  |           | 2.16%     |          
|                                                | Amount outstanding at month end:               |                    |           |           |            |  |           |           |          
|                                                |                                                | January            |           |           | 5,965,757  |  |           |           | 8,487,987 | 
|                                                |                                                | February           |           |           | 5,817,384  |  |           |           | 8,669,774 | 
|                                                |                                                | March              |           |           | 6,334,987  |  |           |           | 8,081,948 | 
|                                                |                                                | April              |           |           | 6,537,341  |  |           |           | 7,991,823 | 
|                                                |                                                | May                |           |           | 7,150,147  |  |           |           | 8,246,609 | 
|                                                |                                                | June               |           |           | 7,784,377  |  |           |           | 6,507,762 | 
|                                                |                                                | July               |           |           | 8,124,523  |  |           |           | 5,470,318 | 
|                                                |                                                | August             |           |           | 8,157,227  |  |           |           | 6,290,823 | 
|                                                |                                                | September          |           |           | 8,813,565  |  |           |           | 6,755,415 | 
|                                                |                                                | October            |           |           | 9,192,796  |  |           |           | 7,366,573 | 
|                                                |                                                | November           |           |           | 10,832,443 |  |           |           | 8,357,846 | 

Securities sold under agreements to repurchase
are recorded at the amount of cash received in connection with
the transaction. Maturities of such agreements to repurchase are
typically overnight to six months.



|         |                     
|-------- | --------------------
|NOTE 22: | OTHER BORROWED FUNDS

Included in other borrowed funds are bonds issued
by the Bank at par on a monthly basis. These bonds, which mature
within 1 year of their issue date, had a balance of
EUR 28,586 thousand and EUR 11,867 thousand in 2002
and 2003, respectively. The weighted average interest rates were
3.41% in 2002 and 2.98% in 2003. The remainder of the balance,
EUR 207,872 thousand in 2002 and EUR 178,918 thousand
in 2003, represents miscellaneous borrowings of various
subsidiaries, which carried an average interest rate of 2.7% for
2002 and 2.26% for 2003.

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|         |                                                             
|-------- | ------------------------------------------------------------
|NOTE 23: | ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER
    LIABILITIES

Accounts payable, accrued expenses and other
liabilities at December 31, comprised:

|                                                                   |  |                    |           |      |  |  |           | 
|------------------------------------------------------------------ |  | ------------------ | --------- | ---- |  |  | --------- | 
|                                                                   |  | 2002               |           | 2003
|                                                                   |  |                    |           |     
|                                                                   |  |                   
|                                                                   |  | (EUR in thousands)
|Accrued expenses and deferred income                               |  |                    | 65,798    |      |  |  | 65,197    | 
|Amounts due to re-insurers                                         |  |                    | 30,793    |      |  |  | 25,112    | 
|Income and other taxes payable                                     |  |                    | 215,666   |      |  |  | 245,371   | 
|Accounts payable and other                                         |  |                    | 790,587   |      |  |  | 695,659   | 
|Securities payable                                                 |  |                    | 600,711   |      |  |  | 753,962   | 
|Accrued interest and commissions                                   |  |                    | 163,185   |      |  |  | 140,344   | 
|Deferred tax liability                                             |  |                    | 332,605   |      |  |  | 387,813   | 
|Amounts due to third-parties under collection
    agreements       |  |                    | 112,705   |      |  |  | 119,226   | 
|Accrued benefit cost for pensions                                  |  |                    | 115,500   |      |  |  | 145,178   | 
|Accrued benefit cost for other retirement benefits                 |  |                    | 3,000     |      |  |  | 2,700     | 
|Dividends payable                                                  |  |                    | 13,136    |      |  |  | 12,623    | 
|Accounts payable of non-financial services sector
    subsidiaries |  |                    | 8,176     |      |  |  | 3,166     | 
|Amounts due to government agencies                                 |  |                    | 26,242    |      |  |  | 29,539    | 
|Payroll related accruals                                           |  |                    | 11,498    |      |  |  | 10,645    | 
|European Re-development Fund                                       |  |                    | 40,196    |      |  |  | 37,023    | 
|                                                                   |  |                    |           |      |  |  |           | 
|                                                                   |  |                    | 2,529,798 |      |  |  | 2,673,558 | 
|                                                                   |  |                    |           |      |  |  |           | 



|         |                   
|-------- | ------------------
|NOTE 24: | INSURANCE RESERVES

Property-casualty reserves

Ethniki Hellenic General Insurance Company
(EH), the insurance company of the Group has
consistently made a provision for loss reserves by estimating
the potential liability on a claim-by-claim basis. Activity in
the liability for unpaid claims and claim adjustment expenses is
summarized as follows:

|                                                                                |                                                                                             |                         |          |          |   |      |          |          |   |  |          |          |  
|------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------- | ----------------------- | -------- | -------- | - | ---- | -------- | -------- | - |  | -------- | -------- | -
|                                                                                |                                                                                             |                        
|                                                                                |                                                                                             | Year ended December 31,
|                                                                                |                                                                                             |                        
|                                                                                |                                                                                             | 2001                    |          | 2002     |   | 2003
|                                                                                |                                                                                             |                         |          |          |   |     
|                                                                                |                                                                                             |                        
|                                                                                |                                                                                             | (EUR in thousands)     
|Reserve for unpaid claims and claim adjustment
    expenses as at January 1,    |                                                                                             |                         | 443,243  |          |   |      | 429,350  |          |   |  | 425,949  |         
|Incurred claims and claim adjustment expenses:                                  |                                                                                             |                         |          |          |   |      |          |          |   |  |          |         
|                                                                                | Provision for insured events of the current year                                            |                         |          | 169,573  |   |      |          | 198,264  |   |  |          | 188,993  |  
|                                                                                | Change in provision for insured events of prior
    years                                   |                         |          | 2,128    |   |      |          | (25,001  | ) |  |          | 12,804   |  
|                                                                                |                                                                                             |                         |          |          |   |      |          |          |   |  |          |         
|Total incurred claims and claim adjustment
    expenses                         |                                                                                             |                         | 171,701  |          |   |      | 173,263  |          |   |  | 201,797  |         
|Payments                                                                        |                                                                                             |                         |          |          |   |      |          |          |   |  |          |         
|                                                                                | Claims and claim adjustment expenses attributable
    to insured events of the current year |                         |          | (69,925  | ) |      |          | (78,735  | ) |  |          | (69,023  | )
|                                                                                | Claims and claim adjustment expenses attributable
    to insured events of prior years      |                         |          | (108,860 | ) |      |          | (113,649 | ) |  |          | (117,375 | )
|                                                                                |                                                                                             |                         |          |          |   |      |          |          |   |  |          |         
|Total payments                                                                  |                                                                                             |                         | (178,785 | )        |   |      | (192,384 | )        |   |  | (186,398 | )       
|Changes in unearned premium reserves                                            |                                                                                             |                         | (6,809   | )        |   |      | 15,720   |          |   |  | 17,815   |         
|                                                                                |                                                                                             |                         |          |          |   |      |          |          |   |  |          |         
|Reserves for unpaid claims and claim adjustment
    expenses as at December 31, |                                                                                             |                         | 429,350  |          |   |      | 425,949  |          |   |  | 459,163  |         
|                                                                                |                                                                                             |                         |          |          |   |      |          |          |   |  |          |         

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Reinsurance arrangements

EH makes every effort to maintain a balance
between own retention and reinsurance taken out. The own
retention level is based on the Companys capital and
business levels. There have been no significant changes in
reinsurance arrangements over the past three years nor have
there been any major transactions with a material effect on
earnings.



|         |               
|-------- | --------------
|NOTE 25: | LONG-TERM DEBT

Long-term debt (original maturities of more than
one year) at December 31, 2003 comprised:

|                      |               |                    |       |           |  |         |         |         |  |  |         |         |  |  |           |           | 
|--------------------- | ------------- | ------------------ | ----- | --------- |  | ------- | ------- | ------- |  |  | ------- | ------- |  |  | --------- | --------- | 
|                      |               | Under              |       |           |  | After   |         |        
|                      |               | 1 year             |       | 1-5 years |  | 5 years |         | TOTAL  
|                      |               |                    |       |           |  |         |         |        
|                      |               |                   
|                      |               | (EUR in thousands)
|By remaining maturity |               |                    |       |           |  |         |         |         |  |  |         |         |  |  |           |          
|Senior Debt:          |               |                    |       |           |  |         |         |         |  |  |         |         |  |  |           |          
|                      | Fixed Rate    |                    |       | 212       |  |         |         | 20,866  |  |  |         | 27,717  |  |  |           | 48,795    | 
|                      | Variable Rate |                    |       | 4,748     |  |         |         | 19,081  |  |  |         | 747     |  |  |           | 24,576    | 
|Subordinated Debt:    |               |                    |       |           |  |         |         |         |  |  |         |         |  |  |           |          
|                      | Variable Rate |                    |       |          |  |         |         | 748,096 |  |  |         | 350,000 |  |  |           | 1,098,096 | 
|                      |               |                    |       |           |  |         |         |         |  |  |         |         |  |  |           |          
|Total                 |               |                    | 4,960 |           |  |         | 788,043 |         |  |  | 378,464 |         |  |  | 1,171,467 |          
|                      |               |                    |       |           |  |         |         |         |  |  |         |         |  |  |           |          

Senior fixed rate debt

The Groups senior fixed rate debt of
EUR 48,795 thousand at December 31, 2003 is
denominated in EUR, carries a weighted average interest rate of
3.25%, matures through 2012 and pays interest semi-annually.

Senior variable rate debt

The Groups senior variable rate debt of
EUR 24,576 thousand at December 31, 2003 matures through
2016 and pays interest quarterly. Debt denominated in EUR
amounting to 12,022 thousand had a weighted average interest
rate of 5.51%; US dollars denominated debt (converted to
EUR 12,554 thousand) had a weighted average interest rate
of 4.45%.

Subordinated variable rate
debt

In June 2002, NBG Finance plc, a wholly owned
subsidiary of the Bank, announced an international offering to
institutional investors of EUR 750 million subordinated floating
rate notes guaranteed fully and unconditionally by the Bank due
in June 2012. The deal was launched on June 12, 2002 with
settlement on June 24, 2002. The notes may be redeemed at
the option of the Bank in or after June 2007. The notes carry
interest at EURIBOR (2.124% at December 31, 2003) plus 80
b.p. to June 2007 and EURIBOR plus 210 b.p. thereafter, which is
paid quarterly. The subordinated loan is carried at amortized
cost. The commissions and other costs related to the issuance of
those notes are amortized as interest expense on a constant
yield basis over the period from the placement to the first
redemption option.

In July 2003, NBG Funding Ltd, a wholly owned
subsidiary of the Bank, issued EUR 350 million
Series A Floating Rate Non  Cumulative Non
Voting Preferred Securities guaranteed irrevocably and
unconditionally by the Bank. The notes were issued at par on
July 11, 2003. They are perpetual and may be redeemed after
July 2013 by NBG Funding on any dividend date subject to the
consent of the Bank. The notes carry interest at the 3-month
EURIBOR plus 175 b.p. up until July 11, 2013 and
EURIBOR plus 275 b.p. thereafter, which is paid quarterly.
The subordinated loan is carried at amortized cost.

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|         |                              
|-------- | -----------------------------
|NOTE 26: | COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Group
enters into a number of off-balance sheet commitments to meet
the financing needs of its customers, through the use of
commitments to extend credit and commercial and standby letters
of credit.

The Groups exposure to credit loss in the
event of non-performance by the other party to the financial
instrument for commitments to extend credit and commercial and
standby letters of credit is represented by the contractual
notional amount of those instruments. The Group uses the same
credit policies in making commitments and conditional
obligations as it does for on-balance-sheet instruments.

The following tables summarize the Groups
off-balance-sheet financial instruments, whose contract amounts
represent credit risk, as of December 31, 2002 and 2003.

|                                                                        |                                                                |                         |  |           |           |  |  |           |           | 
|----------------------------------------------------------------------- | -------------------------------------------------------------- | ----------------------- |  | --------- | --------- |  |  | --------- | --------- | 
|                                                                        |                                                                | 2002                    |  | 2003     
|                                                                        |                                                                |                         |  |          
|                                                                        |                                                                |                        
|                                                                        |                                                                | (EUR in thousands)     
|Financial instruments whose contract amounts
    represent credit risk: |                                                                |                         |  |           |           |  |  |          
|                                                                        | Commitments to extend credit:                                  |                         |  |           |           |  |  |           |          
|                                                                        |                                                                | Commercial and personal |  |           | 8,732,698 |  |  |           | 7,455,769 | 
|                                                                        |                                                                | Commercial real estate  |  |           | 40,810    |  |  |           | 46,730    | 
|                                                                        |                                                                | Residential real estate |  |           | 185,063   |  |  |           | 215,262   | 
|                                                                        | Commercial letters of credit                                   |                         |  | 207,380   |           |  |  | 275,195   |          
|                                                                        | Standby letters of credit and financial
    guarantees written |                         |  | 2,243,418 |           |  |  | 2,610,128 |          

Commitments to Extend Credit.Commitments to extend credit are
agreements to lend to a customer, as long as there is no
violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Since many
of the commitments are expected to expire without being drawn
upon, the total commitment amounts do not necessarily represent
future cash requirements. The majority of commitments to extend
credit have terms up to one year are based on EURIBOR/
LIBOR  or other base rates. Management evaluates each
customers credit worthiness in determining the amount of
collateral to obtain. Collateral held varies and may include
accounts receivable, inventory, property, plant and equipment
and real estate.

Commercial Letters of
Credit.Commercial letters of credit
ensure payment by a bank to a third party for a customers
foreign or domestic trade transactions, generally to finance a
commercial contract for the shipment of goods. A significant
portion of commercial letters of credit is on an immediate
payment basis. The Groups credit risk in these
transactions is limited since the contracts are collateralized
by the merchandise being shipped and are generally of short
duration.

Standby Letters of Credit and Financial
Guarantees Written.Standby letters of
credit and financial guarantees written are conditional
commitments issued by the Group to guarantee the performance of
a customer to a third party. Those guarantees are primarily
issued to support the financing needs of the Banks
commercial customers, and are short-term in nature. The credit
risk involved in issuing letters of credit is essentially the
same as that involved in extending loan facilities to customers.
The Group holds marketable securities as collateral supporting
those commitments for which collateral is deemed necessary. The
extent of collateral obtained depends on the credit assessment
of each individual customer and may range from NIL to 100%.

Legal Contingencies.The Group is a defendant in certain
claims and legal actions arising in the ordinary course of
business. In the opinion of management, after consultation with
legal counsel, the ultimate disposition of these maters is not
expected to have a material adverse effect on the consolidated
financial condition of the Group.

192



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|         |                          
|-------- | -------------------------
|NOTE 27: | OTHER NON-INTEREST INCOME

Other non-interest income at December 31,
comprised:

|                              |  |                    |         |      |  |      |         |  |  |  |         | 
|----------------------------- |  | ------------------ | ------- | ---- |  | ---- | ------- |  |  |  | ------- | 
|                              |  | 2001               |         | 2002 |  | 2003
|                              |  |                    |         |      |  |     
|                              |  |                   
|                              |  | (EUR in thousands)
|Insurance operations income   |  |                    | 498,676 |      |  |      | 573,018 |  |  |  | 561,231 | 
|Warehouse fees                |  |                    | 8,972   |      |  |      | 11,560  |  |  |  | 12,168  | 
|Hotel revenues                |  |                    | 28,685  |      |  |      | 30,315  |  |  |  | 24,450  | 
|Profit on sales of properties |  |                    | 93,196  |      |  |      | 44,302  |  |  |  | 63,686  | 
|Other                         |  |                    | 177,463 |      |  |      | 140,423 |  |  |  | 153,605 | 
|                              |  |                    |         |      |  |      |         |  |  |  |         | 
|Total                         |  |                    | 806,992 |      |  |      | 799,618 |  |  |  | 815,140 | 
|                              |  |                    |         |      |  |      |         |  |  |  |         | 



|         |                           
|-------- | --------------------------
|NOTE 28: | OTHER NON-INTEREST EXPENSE

Other non-interest expense at December 31,
comprised:

|                                                   |  |                    |         |      |  |      |         |  |  |  |         | 
|-------------------------------------------------- |  | ------------------ | ------- | ---- |  | ---- | ------- |  |  |  | ------- | 
|                                                   |  | 2001               |         | 2002 |  | 2003
|                                                   |  |                    |         |      |  |     
|                                                   |  |                   
|                                                   |  | (EUR in thousands)
|Reinsurance premiums and insurance operating costs |  |                    | 541,488 |      |  |      | 586,616 |  |  |  | 557,964 | 
|Warehouses cost of services                        |  |                    | 2,134   |      |  |      | 3,421   |  |  |  | 2,131   | 
|Hotel running costs                                |  |                    | 19,838  |      |  |      | 20,883  |  |  |  | 19,728  | 
|Credit card costs                                  |  |                    | 36,220  |      |  |      | 46,278  |  |  |  | 52,783  | 
|Broker costs                                       |  |                    | 5,586   |      |  |      | 6,858   |  |  |  | 8,682   | 
|Other                                              |  |                    | 268,868 |      |  |      | 295,074 |  |  |  | 336,976 | 
|                                                   |  |                    |         |      |  |      |         |  |  |  |         | 
|Total                                              |  |                    | 874,134 |      |  |      | 959,130 |  |  |  | 978,264 | 
|                                                   |  |                    |         |      |  |      |         |  |  |  |         | 



|         |             
|-------- | ------------
|NOTE 29: | INCOME TAXES

The significant components of the provision for
income taxes for the years ended December 31, 2001, 2002
and 2003 are as follows:

|                              |                     |                    |          |          |   |      |         |          |   |  |          |          |  
|----------------------------- | ------------------- | ------------------ | -------- | -------- | - | ---- | ------- | -------- | - |  | -------- | -------- | -
|                              |                     | 2001               |          | 2002     |   | 2003
|                              |                     |                    |          |          |   |     
|                              |                     |                   
|                              |                     | (EUR in thousands)
|Tax provision:                |                     |                    |          |          |   |      |         |          |   |  |          |         
|                              | Current tax payable |                    |          | (246,216 | ) |      |         | (179,532 | ) |  |          | (208,704 | )
|                              | Deferred taxation   |                    |          | 131,129  |   |      |         | 164,495  |   |  |          | 102,728  |  
|                              |                     |                    |          |          |   |      |         |          |   |  |          |         
|Total tax (expense )/ benefit |                     |                    | (115,087 | )        |   |      | (15,037 | )        |   |  | (105,976 | )       
|                              |                     |                    |          |          |   |      |         |          |   |  |          |         

193



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The differences between the statutory income tax
rates and the effective tax rates are summarized as follows:

|                                       |  |                    |       |      |  |      |        |    |  |  |        |   
|-------------------------------------- |  | ------------------ | ----- | ---- |  | ---- | ------ | -- |  |  | ------ | --
|                                       |  | 2001               |       | 2002 |  | 2003
|                                       |  |                    |       |      |  |     
|                                       |  |                   
|                                       |  | (EUR in thousands)
|Average statutory income tax rates(1)  |  |                    | 36.75 | %    |  |      | (34.87 | )% |  |  | 34.13  | % 
|Effect of tax  exempt (income)/losses |  |                    | 19.65 | %    |  |      | 64.03  | %  |  |  | 13.33  | % 
|Effect of companies with losses        |  |                    | 0.53  | %    |  |      | 29.28  | %  |  |  | 3.59   | % 
|Non deductible expenses                |  |                    | 1.74  | %    |  |      | 33.64  | %  |  |  | 4.97   | % 
|Non deductible goodwill                |  |                    |      |      |  |      |       |    |  |  | 18.70  | % 
|Statutory revaluation on fixed assets  |  |                    |      |      |  |      |       |    |  |  | (30.56 | )%
|Other                                  |  |                    | (4.32 | )%   |  |      | (11.35 | )% |  |  | (1.14  | )%
|                                       |  |                    |       |      |  |      |        |    |  |  |        |   
|Average effective rate                 |  |                    | 54.35 | %    |  |      | 80.73  | %  |  |  | 43.02  | % 
|                                       |  |                    |       |      |  |      |        |    |  |  |        |   






|    |                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The average statutory income tax rates are used
    in view of the fact that the consolidated subsidiaries are taxed
    under different tax rates depending on the nature of their
    entrepreneurial activity, the jurisdiction in which taxes are
    levied.

The significant components of deferred income tax
assets and liabilities at December 31, comprised:

|                                                                      |  |                    |          |      |  |      |          |   |  |  |          |  
|--------------------------------------------------------------------- |  | ------------------ | -------- | ---- |  | ---- | -------- | - |  |  | -------- | -
|                                                                      |  | 2001               |          | 2002 |  | 2003
|                                                                      |  |                    |          |      |  |     
|                                                                      |  |                   
|                                                                      |  | (EUR in thousands)
|Deferred Tax Assets:                                                  |  |                    |          |      |  |      |          |   |  |  |          |  
|Allowance for loan losses                                             |  |                    | 11,613   |      |  |      | 14,186   |   |  |  | 7,454    |  
|Accrued expenses                                                      |  |                    | 1,849    |      |  |      | 5,713    |   |  |  | 6,752    |  
|Mark to market valuation of securities and
    derivative liabilities |  |                    | 166,219  |      |  |      | 181,388  |   |  |  | 166,286  |  
|Retirement Benefits                                                   |  |                    | 85,089   |      |  |      | 41,202   |   |  |  | 50,005   |  
|Insurance Reserves                                                    |  |                    | 16,851   |      |  |      | 6,351    |   |  |  | 7,051    |  
|Statutory revaluation on fixed assets                                 |  |                    |         |      |  |      | 74,141   |   |  |  | 198,922  |  
|Other                                                                 |  |                    | 12,021   |      |  |      | 24,270   |   |  |  | 45,281   |  
|                                                                      |  |                    |          |      |  |      |          |   |  |  |          |  
|Total deferred tax assets                                             |  |                    | 293,642  |      |  |      | 347,251  |   |  |  | 481,751  |  
|                                                                      |  |                    |          |      |  |      |          |   |  |  |          |  
|Deferred Tax Liabilities:                                             |  |                    |          |      |  |      |          |   |  |  |          |  
|Tax free reserves                                                     |  |                    | (260,150 | )    |  |      | (171,724 | ) |  |  | (205,379 | )
|Other(1)                                                              |  |                    | (87,747  | )    |  |      | (160,881 | ) |  |  | (182,434 | )
|                                                                      |  |                    |          |      |  |      |          |   |  |  |          |  
|Total deferred tax liabilities                                        |  |                    | (347,897 | )    |  |      | (332,605 | ) |  |  | (387,813 | )
|                                                                      |  |                    |          |      |  |      |          |   |  |  |          |  
|Net deferred tax asset/(liability)                                    |  |                    | (54,255  | )    |  |      | 14,646   |   |  |  | 93,938   |  
|                                                                      |  |                    |          |      |  |      |          |   |  |  |          |  






|    |                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------
|(1) | Consists mainly of the mark to market valuation
    of trading, available-for-sale securities and derivative assets.

The deferred tax on the mark to market valuation
of securities includes both trading and available-for-sale
securities, as most of these mark to market valuations are not
recognized for Greek income tax purposes.

On December 24, 2002, the Greek Parliament
approved legislation whereby companies were allowed for tax
purposes to offset unrealized losses on the mark to market
valuation of securities against gains on the revaluation of
fixed assets. As fixed assets under US GAAP are stated at
cost, a deferred tax asset was recognized. At the same time the
deferred tax asset recognized on the mark to market valuation of
securities was released.

Tax-free reserves represent profits made on the
sale of shares, property, bonds and other similar assets as well
as income taxed at privileged rates such as interest earned on
treasury bills and bonds, which are not distributed. These
reserves are fully taxed upon distribution and have, therefore,
been treated as temporary differences in the deferred tax
computations.

194



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|         |                           
|-------- | --------------------------
|NOTE 30: | RELATED PARTY TRANSACTIONS

On December 27, 2001, the Bank extended a
short-term loan facility to the Hellenic Republic. The loan,
which was fully repaid on January 2, 2002, amounted to
EUR 1,173,881 thousand. On December 31, 2001
interest accrued amounted to EUR 534 thousand, while
total interest for the 5-day duration of the loan facility
amounted to EUR 654 thousand.

The Bank has entered into transactions with its
directors, significant shareholders, and their affiliates
(related parties). The aggregate amount of loans to such related
parties totaled EUR 218,913, EUR 357,619 and
EUR 294,391 thousand at December 31, 2001, 2002
and 2003 respectively. The terms extended to related parties are
similar to those extended to unrelated parties.

The Bank had loans due from the Hellenic Republic
in the amount of EUR 1,559,880 thousand in 2001,
EUR 255,978 thousand in 2002 and
EUR 180,688 thousand in 2003.

During 2003 the Bank entered into certain
derivative transactions with the Hellenic Republic that were
outstanding at year end. These transactions are recorded as
derivative assets and had a fair value of
EUR 17,151 thousand as at December 31, 2003. The
terms extended to the Hellenic Republic are similar to those
extended to unrelated parties.



|         |                          
|-------- | -------------------------
|NOTE 31: | FOREIGN EXCHANGE POSITION

At December 31, 2003 the EUR equivalent of
the assets and liabilities, which are denominated in
foreign currency, amounted to
EUR 10,544,984 thousand
(EUR 12,020,642 thousand for 2002 and
EUR 11,878,043 thousand for 2001) and
EUR 10,806,356 thousand
(EUR 11,913,031 thousand for 2002 and
EUR 12,738,437 thousand for 2001) respectively.



|         |                           
|-------- | --------------------------
|NOTE 32: | ADDITIONAL PAID-IN CAPITAL

By resolution of the General Meeting of
Shareholders, dated April 26, 2001, the share capital of
the Bank was decreased by EUR 27,493 thousand with the
cancellation of 6,461,096 own shares purchased on
December 15, 2000 by the Public Company for Transferable
Securities SA (PCTS) pursuant to the agreement signed on
December 13, 2000 between the Bank and PCTS ratified by
article 11 of L. 2892/9.3.2001. As a result of this
transaction, additional paid-in capital was reduced by
EUR 229,881 thousand.

By resolution of the General Meeting of
Shareholders, dated April 26, 2001, the share capital of
the Bank was increased by EUR 55,806 thousand
following the increase of the Banks share par value from
EUR 4.26 to EUR 4.50 resulting from the capitalization
a) EUR 31,216 thousand of accumulated surplus and
b) EUR 24,590 thousand of additional paid-in
capital.

By resolution of the Board of Directors dated
November 11, 2001, the share capital of the Bank was
increased by EUR 29,074 thousand by issuing 6,461,100
new shares at a par value of EUR 4.50. The increase
resulted from the conversion of 1,615,275 bonds of the
convertible bond loan issued in 1996. The difference between the
bonds par value and the shares par value totaling
EUR 30,897 thousand was accounted as additional
paid-in capital.

By resolution of the General Meeting of
Shareholders, dated November 26, 2001, the share capital of
the Bank was decreased by EUR 29,074 thousand
resulting from the cancellation of 6,461,100 own shares deriving
from the conversion of 1,615,275 convertible bonds that were
bought back by the PCTS on December 15, 2000 pursuant to
the agreement signed on 13 December 2000. As a result of
this transaction additional paid-in capital was reduced by
EUR 30,897 thousand.

195



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|         |                        
|-------- | -----------------------
|NOTE 33: | EARNINGS PER SHARE DATA

Basic earnings per share is computed by dividing
net income for the year attributable to ordinary shareholders by
the weighted average number of ordinary shares outstanding
during the year (Amounts in EUR thousand, except share and per
share data).

|                                                                                                      |  |      |             |      |  |      |             |  |  |  |             | 
|----------------------------------------------------------------------------------------------------- |  | ---- | ----------- | ---- |  | ---- | ----------- |  |  |  | ----------- | 
|                                                                                                      |  | 2001 |             | 2002 |  | 2003
|                                                                                                      |  |      |             |      |  |     
|Net Income                                                                                            |  |      | 204,974     |      |  |      | 126,873     |  |  |  | 127,496     | 
|                                                                                                      |  |      |             |      |  |      |             |  |  |  |             | 
|Net Income adjusted for diluted computation                                                           |  |      | 204,974     |      |  |      | 126,873     |  |  |  | 127,496     | 
|                                                                                                      |  |      |             |      |  |      |             |  |  |  |             | 
|Weighted Average common share outstanding                                                             |  |      | 309,775,325 |      |  |      | 313,005,466 |  |  |  | 317,317,496 | 
|                                                                                                      |  |      |             |      |  |      |             |  |  |  |             | 
|Adjusted for diluted computation                                                                      |  |      | 309,775,325 |      |  |      | 313,005,466 |  |  |  | 317,317,496 | 
|                                                                                                      |  |      |             |      |  |      |             |  |  |  |             | 
|Earnings per common share  basic                                                                     |  |      | EUR0.66     |      |  |      | EUR0.41     |  |  |  | EUR0.40     | 
|Earnings per common share  assuming
    dilution                                                     |  |      | EUR0.66     |      |  |      | EUR0.41     |  |  |  | EUR0.40     | 
|Income before extraordinary item and effect of
    accounting change                                  |  |      | 175,927     |      |  |      | 30,768      |  |  |  | 127,496     | 
|                                                                                                      |  |      |             |      |  |      |             |  |  |  |             | 
|Income before extraordinary item and effect of
    accounting change adjusted for diluted computation |  |      | 175,927     |      |  |      | 30,768      |  |  |  | 127,496     | 
|                                                                                                      |  |      |             |      |  |      |             |  |  |  |             | 
|Earnings per common share (before effect of
    accounting change)  basic                            |  |      | EUR0.57     |      |  |      | EUR0.10     |  |  |  | EUR0.40     | 
|Earnings per common share (before effect of
    accounting change)  assuming dilution                |  |      | EUR0.57     |      |  |      | EUR0.10     |  |  |  | EUR0.40     | 



|         |                   
|-------- | ------------------
|NOTE 34: | REGULATORY MATTERS

The Bank is subject to various regulatory capital
requirements administered by the central bank. Failure to meet
minimum capital requirements can initiate certain mandatory
actions and possibly discretionary actions by the central bank
that, if undertaken, could have a direct material effect on the
Groups financial statements.

Quantitative measures established by regulation
to ensure capital adequacy require the Bank to maintain minimum
amounts and ratios determined on a risk-weighted basis, capital
(as defined) to assets, certain off-balance sheet items, and the
notional credit equivalent arising from the total capital
requirements against market risk, of at least 8%. At least half
of the required capital must consist of Tier I
capital (as defined), and the rest of Tier II
capital (as defined). The framework applicable to Greek banks
conforms to European Union requirements, in particular the Own
Funds, the Solvency Ratio and the Capital Adequacy Directives.
However, under the relevant European legislation, supervisory
authorities of the member-states have some discretion in
determining whether to include particular instruments as capital
guidelines and to assign different weights, within a prescribed
range, to various categories of assets.

As of December 31, 2003, the Bank was
adequately capitalized under the applicable regulatory
framework. To be categorized as adequately capitalized the Bank
must maintain minimum total risk-based and Tier I risk
based ratios as set forth in the table below. There are no
conditions or events since December 31, 2003 that
management believes have changed the Banks compliance with
capital requirements.

196



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The Banks actual capital amounts and ratios
are also presented in the table below (amounts are expressed in
EUR thousand, except ratios):

|                         |                           |        |           |                   |  |             |       |       |  |  |         |           |  |  |      |      | 
|------------------------ | ------------------------- | ------ | --------- | ----------------- |  | ----------- | ----- | ----- |  |  | ------- | --------- |  |  | ---- | ---- | 
|                         |                           |        |           |                   |  |            
|                         |                           |        |           |                   |  | For Capital
|                         |                           |        |           | Adequacy Purposes
|                         |                           | Actual |           | Minimum Required 
|                         |                           |        |           |                  
|                         |                           | Amount |           | Ratio             |  | Amount      |       | Ratio
|                         |                           |        |           |                   |  |             |       |      
|As of December 31, 2003: |                           |        |           |                   |  |             |       |       |  |  |         |           |  |  |      |     
|                         | Total Capital             |        |           | 3,553,845         |  |             |       | 15.5% |  |  |         | 1,834,243 |  |  |      | 8.0% | 
|                         | (to Risk-Weighted Assets) |        |           |                   |  |             |       |       |  |  |         |           |  |  |      |      | 
|Tier 1 Capital           |                           |        | 2,471,942 |                   |  |             | 10.7% |       |  |  | 924,090 |           |  |  | 4.0% |     
|                         | (to Risk-Weighted Assets) |        |           |                   |  |             |       |       |  |  |         |           |  |  |      |      | 
|As of December 31, 2002: |                           |        |           |                   |  |             |       |       |  |  |         |           |  |  |      |     
|                         | Total Capital             |        |           | 2,729,176         |  |             |       | 12.6% |  |  |         | 1,738,329 |  |  |      | 8.0% | 
|                         | (to Risk-Weighted Assets) |        |           |                   |  |             |       |       |  |  |         |           |  |  |      |      | 
|Tier 1 Capital           |                           |        | 2,053,076 |                   |  |             | 9.5%  |       |  |  | 869,165 |           |  |  | 4.0% |     
|                         | (to Risk-Weighted Assets) |        |           |                   |  |             |       |       |  |  |         |           |  |  |      |      | 
|As of December 31, 2001: |                           |        |           |                   |  |             |       |       |  |  |         |           |  |  |      |     
|                         | Total Capital             |        |           | 2,362,465         |  |             |       | 11.3% |  |  |         | 1,678,483 |  |  |      | 8.0% | 
|                         | (to Risk-Weighted Assets) |        |           |                   |  |             |       |       |  |  |         |           |  |  |      |      | 
|Tier 1 Capital           |                           |        | 2,077,787 |                   |  |             | 9.9%  |       |  |  | 839,242 |           |  |  | 4.0% |     
|                         | (to Risk-Weighted Assets) |        |           |                   |  |             |       |       |  |  |         |           |  |  |      |      | 

The actual capital amounts and ratios for the
Group are presented in the table below (amounts are expressed in
EUR thousand, except ratios):

|                         |                           |        |           |                   |  |             |       |       |  |  |           |           |  |  |      |      | 
|------------------------ | ------------------------- | ------ | --------- | ----------------- |  | ----------- | ----- | ----- |  |  | --------- | --------- |  |  | ---- | ---- | 
|                         |                           |        |           |                   |  |            
|                         |                           |        |           |                   |  | For Capital
|                         |                           |        |           | Adequacy Purposes
|                         |                           | Actual |           | Minimum Required 
|                         |                           |        |           |                  
|                         |                           | Amount |           | Ratio             |  | Amount      |       | Ratio
|                         |                           |        |           |                   |  |             |       |      
|As of December 31, 2003: |                           |        |           |                   |  |             |       |       |  |  |           |           |  |  |      |     
|                         | Total Capital             |        |           | 3,473,525         |  |             |       | 12.9% |  |  |           | 2,154,123 |  |  |      | 8.0% | 
|                         | (to Risk-Weighted Assets) |        |           |                   |  |             |       |       |  |  |           |           |  |  |      |      | 
|Tier 1 Capital           |                           |        | 2,729,344 |                   |  |             | 10.1% |       |  |  | 1,080,928 |           |  |  | 4.0% |     
|                         | (to Risk-Weighted Assets) |        |           |                   |  |             |       |       |  |  |           |           |  |  |      |      | 
|As of December 31, 2002: |                           |        |           |                   |  |             |       |       |  |  |           |           |  |  |      |     
|                         | Total Capital             |        |           | 2,600,014         |  |             |       | 10.4% |  |  |           | 2,006,556 |  |  |      | 8.0% | 
|                         | (to Risk-Weighted Assets) |        |           |                   |  |             |       |       |  |  |           |           |  |  |      |      | 
|Tier 1 Capital           |                           |        | 1,842,391 |                   |  |             | 7.4%  |       |  |  | 1,003,278 |           |  |  | 4.0% |     
|                         | (to Risk-Weighted Assets) |        |           |                   |  |             |       |       |  |  |           |           |  |  |      |      | 
|As of December 31, 2001: |                           |        |           |                   |  |             |       |       |  |  |           |           |  |  |      |     
|                         | Total Capital             |        |           | 2,444,901         |  |             |       | 10.2% |  |  |           | 1,917,570 |  |  |      | 8.0% | 
|                         | (to Risk-Weighted Assets) |        |           |                   |  |             |       |       |  |  |           |           |  |  |      |      | 
|Tier 1 Capital           |                           |        | 2,170,401 |                   |  |             | 9.0%  |       |  |  | 958,785   |           |  |  | 4.0% |     
|                         | (to Risk-Weighted Assets) |        |           |                   |  |             |       |       |  |  |           |           |  |  |      |      | 



|         |                                    
|-------- | -----------------------------------
|NOTE 35: | FAIR VALUE OF FINANCIAL INSTRUMENTS

Management uses its best judgment in estimating
the fair value of the Groups financial instruments;
however, there are inherent weaknesses in any estimation
technique. Therefore, for substantially all financial
instruments, the fair value estimates herein are not necessarily
indicative of the amounts the Group could have

197



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

realized in a sales transaction on the dates
indicated. The estimated fair value amounts have been measured
as of their respective year-ends, and have not been re-evaluated
or updated for purposes of these consolidated financial
statements subsequent to those respective dates. As such, the
estimated fair values of these financial instruments subsequent
to the respective reporting dates may be different than the
amounts reported at each year-end.

The following information should not be
interpreted as an estimate of the fair value of the entire Group
since a fair value calculation is only provided for a limited
portion of the Groups assets. Due to a wide range of
valuation techniques and the degree of subjectivity used in
making the estimates, comparisons between the Groups
disclosures and those of other companies may not be meaningful.
The following methods and assumptions were used to estimate the
fair values of the Groups financial instruments at
December 31, 2002 and 2003:

Financial Instruments Stated at Carrying
Amount.The carrying amount of cash
and due from banks, interest-bearing deposits with banks,
federal funds sold and resale agreements approximates their fair
value. Fair value for trading assets, which also is the amount
recognized in the consolidated balance sheet, is based on quoted
market prices of comparable instruments. The carrying amount of
liabilities on acceptances and acceptances outstanding
approximates their fair value. The carrying amount of federal
funds purchased, borrowings under repurchase agreements, and
other borrowed funds maturing within 90 days approximates
their fair value. Fair value of other borrowed funds in excess
of 90 days is estimated using discounted cash flow analysis
based on the Groups current incremental borrowing rates
for similar types of borrowings arrangements. The carrying
amount of accrued interest approximates their fair value.

Derivative Financial Instruments.All derivatives are recognized on the
balance sheet at fair value. For exchange traded contracts, fair
value is based on quoted market prices. For non-exchange traded
contracts, fair value is based on dealer quotes, pricing models,
discounted cash flow analysis or quoted prices for instruments
with similar characteristics.

Available-for-Sale and Held-to-Maturity
Securities.Fair values for securities
are based on available quoted market prices. Available-for-sale
securities are carried at their aggregate fair value.

Loans.For variable
rate commercial loans that reprice frequently (within a
relatively short time frame) and have no significant change in
credit risk, fair value is based on carrying amount. Fair value
for mortgage loans, consumer installment loans, credit-card
loans, and other consumer loans is estimated using discounted
cash flow models. The discount rates are based on current market
interest rates for similar types of loans. Fair value for
commercial real estate and commercial loans that do not reprice
or do not mature within relatively short time frames is
estimated using discounted cash flow analysis. The discount
rates used are those currently being offered for loans with
similar terms to borrowers of similar credit quality. Fair value
for impaired loans is estimated using discounted cash flow
analysis or underlying collateral values, where applicable.

Deposits.The fair
value for demand deposits and deposits with no defined maturity
is determined to be the amount payable on demand at the
reporting date. The fair value for fixed-maturity deposits is
estimated using discounted cash flow models based on rates
currently offered for the relevant product types with similar
remaining maturities.

Long-Term Debt.The
estimated fair value was determined using a discounted cash flow
analysis, based on current market rates of similar maturity debt
securities, to discount cash flows.

Off-Balance Sheet Financial Instruments whose
contract amounts represent credit risk.The fair value of standby and other
letters of credit and the unfunded portion of commitments to
extend credit is not material.

198



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The carrying amount, the amount at which
financial instruments is reported in the balance sheet, and the
estimated fair value of the Groups financial instruments
at December 31, is presented below. For items, which
reprice frequently and/or are short in duration, carrying amount
approximates fair value.

|                                                                               |  |                         |            |                    |  |          |            |       |  |  |            |  |  |  |            | 
|------------------------------------------------------------------------------ |  | ----------------------- | ---------- | ------------------ |  | -------- | ---------- | ----- |  |  | ---------- |  |  |  | ---------- | 
|                                                                               |  |                        
|                                                                               |  | Year ended December 31,
|                                                                               |  |                        
|                                                                               |  |                         |            |                   
|                                                                               |  | 2002                    |            | 2003              
|                                                                               |  |                         |            |                   
|                                                                               |  | Carrying                |            | Fair               |  | Carrying |            | Fair 
|                                                                               |  | Amount                  |            | Value              |  | Amount   |            | Value
|                                                                               |  |                         |            |                    |  |          |            |      
|                                                                               |  |                         |            |                   
|                                                                               |  | (EUR in thousands)      |            | (EUR in thousands)
|Financial Assets:                                                              |  |                         |            |                    |  |          |            |       |  |  |            |  |  |  |            | 
|Cash and due from banks                                                        |  |                         | 764,512    |                    |  |          | 764,512    |       |  |  | 789,920    |  |  |  | 789,920    | 
|Deposits with central bank                                                     |  |                         | 203,036    |                    |  |          | 203,036    |       |  |  | 530,424    |  |  |  | 530,424    | 
|Federal funds sold and securities purchased under
    agreements to resell     |  |                         | 4,744,943  |                    |  |          | 4,744,943  |       |  |  | 3,458,270  |  |  |  | 3,458,270  | 
|Interest bearing deposits with banks                                           |  |                         | 5,486,932  |                    |  |          | 5,486,932  |       |  |  | 5,068,936  |  |  |  | 5,068,202  | 
|Money market investments                                                       |  |                         | 125,448    |                    |  |          | 125,448    |       |  |  | 92,955     |  |  |  | 92,955     | 
|Trading assets                                                                 |  |                         | 15,278,098 |                    |  |          | 15,278,098 |       |  |  | 13,788,871 |  |  |  | 13,788,871 | 
|Derivative assets                                                              |  |                         | 75,625     |                    |  |          | 75,625     |       |  |  | 157,766    |  |  |  | 157,766    | 
|Securities available-for-sale                                                  |  |                         | 3,843,962  |                    |  |          | 3,843,962  |       |  |  | 5,514,615  |  |  |  | 5,514,615  | 
|Loans, net of allowance                                                        |  |                         | 19,620,180 |                    |  |          | 20,808,883 |       |  |  | 21,885,547 |  |  |  | 23,206,807 | 
|Customers liability on acceptances                                            |  |                         | 1,572      |                    |  |          | 1,572      |       |  |  | 295        |  |  |  | 295        | 
|Accrued interest receivable                                                    |  |                         | 805,172    |                    |  |          | 805,172    |       |  |  | 649,812    |  |  |  | 649,812    | 
|                                                                               |  |                         |            |                    |  |          |            |       |  |  |            |  |  |  |            | 
|Total financial assets                                                         |  |                         | 50,949,480 |                    |  |          | 52,138,183 |       |  |  | 51,937,411 |  |  |  | 53,257,937 | 
|                                                                               |  |                         |            |                    |  |          |            |       |  |  |            |  |  |  |            | 
|Financial Liabilities:                                                         |  |                         |            |                    |  |          |            |       |  |  |            |  |  |  |            | 
|Total deposits                                                                 |  |                         | 40,288,833 |                    |  |          | 40,959,914 |       |  |  | 42,042,945 |  |  |  | 42,044,255 | 
|Central bank borrowings                                                        |  |                         | 6,804      |                    |  |          | 6,804      |       |  |  | 6,804      |  |  |  | 6,804      | 
|Federal funds purchased and securities sold under
    agreements to repurchase |  |                         | 8,278,892  |                    |  |          | 8,278,892  |       |  |  | 6,078,897  |  |  |  | 6,078,897  | 
|Derivative liabilities                                                         |  |                         | 471,938    |                    |  |          | 471,938    |       |  |  | 286,854    |  |  |  | 286,854    | 
|Other borrowed funds                                                           |  |                         | 236,458    |                    |  |          | 236,458    |       |  |  | 190,785    |  |  |  | 190,785    | 
|Acceptances outstanding                                                        |  |                         | 1,572      |                    |  |          | 1,572      |       |  |  | 295        |  |  |  | 295        | 
|Long-term debt                                                                 |  |                         | 813,947    |                    |  |          | 812,620    |       |  |  | 1,171,467  |  |  |  | 1,199,621  | 
|                                                                               |  |                         |            |                    |  |          |            |       |  |  |            |  |  |  |            | 
|Total financial liabilities                                                    |  |                         | 50,098,444 |                    |  |          | 50,768,198 |       |  |  | 49,778,047 |  |  |  | 49,807,511 | 
|                                                                               |  |                         |            |                    |  |          |            |       |  |  |            |  |  |  |            | 

199



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##### Table of Contents



NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|         |                    
|-------- | -------------------
|NOTE 36: | SEGMENT INFORMATION



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|The Group is a diversified financial services
    company operating primarily in Greece with operations in various
    countries including the United Kingdom, France, the United
    States, Cyprus, Canada, South Africa, Bulgaria, Former Yugoslav
    Republic of Macedonia, Romania, Germany, Egypt, Albania and the
    Netherlands. The Groups reportable segments are presented
    below, and no other industry or geographic segment in which the
    Group operates is individually significant. | 

|                                    |  |              |            |                 |  |                  |      |                     |  |              |           |   |  |            |      |   |  |            |           |   |  |  |      |   |  |  |           |   |  |  |       |    |  |  |           |  |  |  |      |  
|----------------------------------- |  | ------------ | ---------- | --------------- |  | ---------------- | ---- | ------------------- |  | ------------ | --------- | - |  | ---------- | ---- | - |  | ---------- | --------- | - |  |  | ---- | - |  |  | --------- | - |  |  | ----- | -- |  |  | --------- |  |  |  | ---- | -
|                                    |  |              |            |                 |  |                  |      |                     |  |              |           |   |  |            |      |   |  |           
|                                    |  |              |            |                 |  |                  |      |                     |  | Non-interest
|                                    |  | Total Assets |            | Interest Income |  | Interest expense |      | Non-interest income |  | expense     
|                                    |  |              |            |                 |  |                  |      |                     |  |             
|                                    |  | (EUR in      |            |                 |  | (EUR in          |      |                     |  | (EUR in      |           |   |  | (EUR in    |      |   |  | (EUR in    |           |  
|                                    |  | thousands)   |            | %               |  | thousands)       |      | %                   |  | thousands)   |           | % |  | thousands) |      | % |  | thousands) |           | %
|                                    |  |              |            |                 |  |                  |      |                     |  |              |           |   |  |            |      |   |  |            |           |  
|December 31, 2001:                  |  |              |            |                 |  |                  |      |                     |  |              |           |   |  |            |      |   |  |            |           |   |  |  |      |   |  |  |           |   |  |  |       |    |  |  |           |  |  |  |      |  
|Banking-Greek                       |  |              | 40,587,075 |                 |  |                  | 73.9 | %                   |  |              | 1,872,695 |   |  |            | 71.4 | % |  |            | 1,095,927 |   |  |  | 78.7 | % |  |  | 287,290   |   |  |  | 27.2  | %  |  |  | 925,295   |  |  |  | 48.7 | %
|Banking Foreign                     |  |              | 11,188,800 |                 |  |                  | 20.4 | %                   |  |              | 636,548   |   |  |            | 24.3 | % |  |            | 271,415   |   |  |  | 19.5 | % |  |  | 84,920    |   |  |  | 8.0   | %  |  |  | 238,685   |  |  |  | 12.5 | %
|Investment banking                  |  |              | 1,334,797  |                 |  |                  | 2.4  | %                   |  |              | 54,411    |   |  |            | 2.1  | % |  |            | 25,581    |   |  |  | 1.8  | % |  |  | 60,895    |   |  |  | 5.8   | %  |  |  | 41,213    |  |  |  | 2.2  | %
|Global Investment & Private Banking |  |              | 59,234     |                 |  |                  | 0.1  | %                   |  |              | 1,287     |   |  |            | 0.0  | % |  |            |          |   |  |  | 0.0  | % |  |  | 31,068    |   |  |  | 2.9   | %  |  |  | 5,817     |  |  |  | 0.3  | %
|Investment Activities               |  |              | 272,440    |                 |  |                  | 0.5  | %                   |  |              | 7,922     |   |  |            | 0.3  | % |  |            | 1         |   |  |  | 0.0  | % |  |  | (112,855  | ) |  |  | (10.7 | )% |  |  | 13,068    |  |  |  | 0.7  | %
|Insurance                           |  |              | 1,141,350  |                 |  |                  | 2.1  | %                   |  |              | 41,538    |   |  |            | 1.6  | % |  |            |          |   |  |  | 0.0  | % |  |  | 573,754   |   |  |  | 54.4  | %  |  |  | 623,786   |  |  |  | 32.8 | %
|Other-Greek(1)                      |  |              | 339,343    |                 |  |                  | 0.6  | %                   |  |              | 5,469     |   |  |            | 0.2  | % |  |            | 42        |   |  |  | 0.0  | % |  |  | 131,478   |   |  |  | 12.4  | %  |  |  | 54,095    |  |  |  | 2.8  | %
|Other Foreign                       |  |              | 17,626     |                 |  |                  | 0.0  | %                   |  |              | 1,440     |   |  |            | 0.1  | % |  |            | 147       |   |  |  | 0.0  | % |  |  | 424       |   |  |  | 0.0   | %  |  |  | 672       |  |  |  | 0.0  | %
|                                    |  |              |            |                 |  |                  |      |                     |  |              |           |   |  |            |      |   |  |            |           |   |  |  |      |   |  |  |           |   |  |  |       |    |  |  |           |  |  |  |      |  
|Total                               |  |              | 54,940,665 |                 |  |                  | 100  | %                   |  |              | 2,621,310 |   |  |            | 100  | % |  |            | 1,393,113 |   |  |  | 100  | % |  |  | 1,056,974 |   |  |  | 100   | %  |  |  | 1,902,631 |  |  |  | 100  | %
|                                    |  |              |            |                 |  |                  |      |                     |  |              |           |   |  |            |      |   |  |            |           |   |  |  |      |   |  |  |           |   |  |  |       |    |  |  |           |  |  |  |      |  

|                                    |  |                   |          |                   |  |                  |       |                   |  |            |          |   |  |            |      |    |  |  |         |  |  |  |      |   |  |  |         |  |  |  |      |  
|----------------------------------- |  | ----------------- | -------- | ----------------- |  | ---------------- | ----- | ----------------- |  | ---------- | -------- | - |  | ---------- | ---- | -- |  |  | ------- |  |  |  | ---- | - |  |  | ------- |  |  |  | ---- | -
|                                    |  |                   |          |                   |  |                  |       |                   |  |            |          |  
|                                    |  |                   |          |                   |  | Depreciation and |       | Revenue from     
|                                    |  | Net income before |          | Income Tax        |  | amortization     |       | transactions with
|                                    |  | taxes             |          | (Expense)/Benefit |  | expense          |       | other segments   
|                                    |  |                   |          |                   |  |                  |       |                  
|                                    |  | (EUR in           |          |                   |  | (EUR in          |       |                   |  | (EUR in    |          |   |  | (EUR in    |      |   
|                                    |  | thousands)        |          | %                 |  | thousands)       |       | %                 |  | thousands) |          | % |  | thousands) |      | % 
|                                    |  |                   |          |                   |  |                  |       |                   |  |            |          |   |  |            |      |   
|December 31, 2001:                  |  |                   |          |                   |  |                  |       |                   |  |            |          |   |  |            |      |    |  |  |         |  |  |  |      |   |  |  |         |  |  |  |      |  
|Banking-Greek                       |  |                   | 138,667  |                   |  |                  | 65.5  | %                 |  |            | (97,350  | ) |  |            | 84.6 | %  |  |  | 85,250  |  |  |  | 65.3 | % |  |  | 255,302 |  |  |  | 75.8 | %
|Banking Foreign                     |  |                   | 151,492  |                   |  |                  | 71.6  | %                 |  |            | (5,834   | ) |  |            | 5.1  | %  |  |  | 22,811  |  |  |  | 17.5 | % |  |  | 46,321  |  |  |  | 13.8 | %
|Investment banking                  |  |                   | 25,506   |                   |  |                  | 12.0  | %                 |  |            | (3,715   | ) |  |            | 3.2  | %  |  |  | 6,339   |  |  |  | 4.9  | % |  |  | 4,795   |  |  |  | 1.4  | %
|Global Investment & Private Banking |  |                   | 26,539   |                   |  |                  | 12.5  | %                 |  |            | (1,752   | ) |  |            | 1.5  | %  |  |  | 610     |  |  |  | 0.5  | % |  |  | 255     |  |  |  | 0.1  | %
|Investment Activities               |  |                   | (118,762 | )                 |  |                  | (56.1 | )%                |  |            | 3,249    |   |  |            | (2.8 | )% |  |  | 1,955   |  |  |  | 1.5  | % |  |  | 3,956   |  |  |  | 1.2  | %
|Insurance                           |  |                   | (8,021   | )                 |  |                  | (3.8  | )%                |  |            | 3,319    |   |  |            | (2.9 | )% |  |  | 4,945   |  |  |  | 3.8  | % |  |  | 10,186  |  |  |  | 3.0  | %
|Other-Greek(1)                      |  |                   | (4,719   | )                 |  |                  | (2.2  | )%                |  |            | (13,004  | ) |  |            | 11.3 | %  |  |  | 8,505   |  |  |  | 6.5  | % |  |  | 16,026  |  |  |  | 4.7  | %
|Other Foreign                       |  |                   | 1,052    |                   |  |                  | 0.5   | %                 |  |            |         |   |  |            | 0.0  | %  |  |  | 62      |  |  |  | 0.0  | % |  |  | 3       |  |  |  | 0.0  | %
|                                    |  |                   |          |                   |  |                  |       |                   |  |            |          |   |  |            |      |    |  |  |         |  |  |  |      |   |  |  |         |  |  |  |      |  
|Total                               |  |                   | 211,754  |                   |  |                  | 100   | %                 |  |            | (115,087 | ) |  |            | 100  | %  |  |  | 130,477 |  |  |  | 100  | % |  |  | 336,844 |  |  |  | 100  | %
|                                    |  |                   |          |                   |  |                  |       |                   |  |            |          |   |  |            |      |    |  |  |         |  |  |  |      |   |  |  |         |  |  |  |      |  






| |     |                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------
| | (1) | Included in Other-Greek are mutual fund
    operations, as well as non-financial services subsidiaries in
    Greece.

200



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##### Table of Contents



NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                    |  |              |            |                 |  |                  |      |              |  |              |           |   |  |            |      |   |  |            |           |   |  |  |      |   |  |  |         |   |  |  |      |    |  |  |           |  |  |  |      |  
|----------------------------------- |  | ------------ | ---------- | --------------- |  | ---------------- | ---- | ------------ |  | ------------ | --------- | - |  | ---------- | ---- | - |  | ---------- | --------- | - |  |  | ---- | - |  |  | ------- | - |  |  | ---- | -- |  |  | --------- |  |  |  | ---- | -
|                                    |  |              |            |                 |  |                  |      |              |  |              |           |   |  |            |      |  
|                                    |  |              |            |                 |  |                  |      | Non-interest |  | Non-interest
|                                    |  | Total Assets |            | Interest Income |  | Interest expense |      | income       |  | expense     
|                                    |  |              |            |                 |  |                  |      |              |  |             
|                                    |  | (EUR in      |            |                 |  | (EUR in          |      |              |  | (EUR in      |           |   |  | (EUR in    |      |   |  | (EUR in    |           |  
|                                    |  | thousands)   |            | %               |  | thousands)       |      | %            |  | thousands)   |           | % |  | thousands) |      | % |  | thousands) |           | %
|                                    |  |              |            |                 |  |                  |      |              |  |              |           |   |  |            |      |   |  |            |           |  
|December 31, 2002:                  |  |              |            |                 |  |                  |      |              |  |              |           |   |  |            |      |   |  |            |           |   |  |  |      |   |  |  |         |   |  |  |      |    |  |  |           |  |  |  |      |  
|Banking-Greek                       |  |              | 42,387,350 |                 |  |                  | 76.7 | %            |  |              | 1,688,403 |   |  |            | 69.8 | % |  |            | 790,282   |   |  |  | 67.2 | % |  |  | 125,923 |   |  |  | 13.0 | %  |  |  | 1,053,779 |  |  |  | 50.6 | %
|Banking Foreign                     |  |              | 10,646,071 |                 |  |                  | 19.3 | %            |  |              | 663,546   |   |  |            | 27.5 | % |  |            | 369,592   |   |  |  | 31.5 | % |  |  | 115,660 |   |  |  | 12.0 | %  |  |  | 211,758   |  |  |  | 10.2 | %
|Investment banking                  |  |              | 441,695    |                 |  |                  | 0.8  | %            |  |              | 16,172    |   |  |            | 0.7  | % |  |            | 15,029    |   |  |  | 1.3  | % |  |  | 39,152  |   |  |  | 4.1  | %  |  |  | 15,779    |  |  |  | 0.8  | %
|Global Investment & Private Banking |  |              | 72,356     |                 |  |                  | 0.1  | %            |  |              | 391       |   |  |            | 0.0  | % |  |            |          |   |  |  | 0.0  | % |  |  | 22,106  |   |  |  | 2.3  | %  |  |  | 5,176     |  |  |  | 0.2  | %
|Investment Activities               |  |              | 187,153    |                 |  |                  | 0.3  | %            |  |              | 6,287     |   |  |            | 0.3  | % |  |            | 61        |   |  |  | 0.0  | % |  |  | (55,117 | ) |  |  | (5.7 | )% |  |  | 18,912    |  |  |  | 0.9  | %
|Insurance                           |  |              | 1,054,717  |                 |  |                  | 1.9  | %            |  |              | 31,201    |   |  |            | 1.3  | % |  |            |          |   |  |  | 0.0  | % |  |  | 663,617 |   |  |  | 68.7 | %  |  |  | 717,423   |  |  |  | 34.5 | %
|Other-Greek(1)                      |  |              | 425,470    |                 |  |                  | 0.8  | %            |  |              | 8,254     |   |  |            | 0.3  | % |  |            | 28        |   |  |  | 0.0  | % |  |  | 53,422  |   |  |  | 5.5  | %  |  |  | 58,461    |  |  |  | 2.8  | %
|Other Foreign                       |  |              | 31,405     |                 |  |                  | 0.1  | %            |  |              | 2,444     |   |  |            | 0.1  | % |  |            | 31        |   |  |  | 0.0  | % |  |  | 509     |   |  |  | 0.1  | %  |  |  | 894       |  |  |  | 0.0  | %
|                                    |  |              |            |                 |  |                  |      |              |  |              |           |   |  |            |      |   |  |            |           |   |  |  |      |   |  |  |         |   |  |  |      |    |  |  |           |  |  |  |      |  
|Total                               |  |              | 55,246,217 |                 |  |                  | 100  | %            |  |              | 2,416,698 |   |  |            | 100  | % |  |            | 1,175,023 |   |  |  | 100  | % |  |  | 965,272 |   |  |  | 100  | %  |  |  | 2,082,182 |  |  |  | 100  | %
|                                    |  |              |            |                 |  |                  |      |              |  |              |           |   |  |            |      |   |  |            |           |   |  |  |      |   |  |  |         |   |  |  |      |    |  |  |           |  |  |  |      |  

|                                    |  |                   |          |                   |  |                  |        |                     |  |               |         |   |  |            |        |    |  |            |         |   |  |  |      |   |  |  |         |   |  |  |       |    |  |  |        |  |  |  |      |  
|----------------------------------- |  | ----------------- | -------- | ----------------- |  | ---------------- | ------ | ------------------- |  | ------------- | ------- | - |  | ---------- | ------ | -- |  | ---------- | ------- | - |  |  | ---- | - |  |  | ------- | - |  |  | ----- | -- |  |  | ------ |  |  |  | ---- | -
|                                    |  |                   |          |                   |  |                  |        |                     |  |               |         |   |  |            |        |   
|                                    |  |                   |          |                   |  | Depreciation and |        | Revenue from        |  |              
|                                    |  | Net Income before |          | Income Tax        |  | amortization     |        | transactions        |  | Extraordinary
|                                    |  | taxes             |          | (Expense)/Benefit |  | expense          |        | with other segments |  | item         
|                                    |  |                   |          |                   |  |                  |        |                     |  |              
|                                    |  | (EUR in           |          |                   |  | (EUR in          |        |                     |  | (EUR in       |         |   |  | (EUR in    |        |    |  | (EUR in    |         |  
|                                    |  | thousands)        |          | %                 |  | thousands)       |        | %                   |  | thousands)    |         | % |  | thousands) |        | %  |  | thousands) |         | %
|                                    |  |                   |          |                   |  |                  |        |                     |  |               |         |   |  |            |        |    |  |            |         |  
|December 31, 2002:                  |  |                   |          |                   |  |                  |        |                     |  |               |         |   |  |            |        |    |  |            |         |   |  |  |      |   |  |  |         |   |  |  |       |    |  |  |        |  |  |  |      |  
|Banking-Greek                       |  |                   | (145,102 | )                 |  |                  | 779.0  | %                   |  |               | 19,206  |   |  |            | (127.7 | )% |  |            | 83,466  |   |  |  | 68.3 | % |  |  | 248,606 |   |  |  | 115.5 | %  |  |  | 48,228 |  |  |  | 50.2 | %
|Banking Foreign                     |  |                   | 171,163  |                   |  |                  | (918.9 | )%                  |  |               | (22,207 | ) |  |            | 147.7  | %  |  |            | 21,513  |   |  |  | 17.6 | % |  |  | (77,472 | ) |  |  | (36.0 | )% |  |  |       |  |  |  | 0.0  | %
|Investment banking                  |  |                   | 24,516   |                   |  |                  | (131.6 | )%                  |  |               | (1,437  | ) |  |            | 9.6    | %  |  |            | 927     |   |  |  | 0.8  | % |  |  | 8,957   |   |  |  | 4.2   | %  |  |  |       |  |  |  | 0.0  | %
|Global Investment & Private Banking |  |                   | 17,321   |                   |  |                  | (93.0  | )%                  |  |               | (904    | ) |  |            | 6.0    | %  |  |            | 137     |   |  |  | 0.1  | % |  |  | 332     |   |  |  | 0.2   | %  |  |  |       |  |  |  | 0.0  | %
|Investment Activities               |  |                   | (67,803  | )                 |  |                  | 364.0  | %                   |  |               | (5,121  | ) |  |            | 34.1   | %  |  |            | 5,826   |   |  |  | 4.8  | % |  |  | 4,444   |   |  |  | 2.1   | %  |  |  |       |  |  |  | 0.0  | %
|Insurance                           |  |                   | (22,605  | )                 |  |                  | 121.4  | %                   |  |               | 2,083   |   |  |            | (13.9  | )% |  |            | 6,046   |   |  |  | 4.9  | % |  |  | 14,196  |   |  |  | 6.6   | %  |  |  | 47,877 |  |  |  | 49.8 | %
|Other-Greek(1)                      |  |                   | 1,976    |                   |  |                  | (10.7  | )%                  |  |               | (6,867  | ) |  |            | 45.7   | %  |  |            | 4,277   |   |  |  | 3.5  | % |  |  | 16,085  |   |  |  | 7.4   | %  |  |  |       |  |  |  | 0.0  | %
|Other Foreign                       |  |                   | 1,908    |                   |  |                  | (10.2  | )%                  |  |               | 210     |   |  |            | (1.5   | )% |  |            | 86      |   |  |  | 0.0  | % |  |  | 3       |   |  |  | 0.0   | %  |  |  |       |  |  |  | 0.0  | %
|                                    |  |                   |          |                   |  |                  |        |                     |  |               |         |   |  |            |        |    |  |            |         |   |  |  |      |   |  |  |         |   |  |  |       |    |  |  |        |  |  |  |      |  
|Total                               |  |                   | (18,626  | )                 |  |                  | 100    | %                   |  |               | (15,037 | ) |  |            | 100    | %  |  |            | 122,278 |   |  |  | 100  | % |  |  | 215,151 |   |  |  | 100   | %  |  |  | 96,105 |  |  |  | 100  | %
|                                    |  |                   |          |                   |  |                  |        |                     |  |               |         |   |  |            |        |    |  |            |         |   |  |  |      |   |  |  |         |   |  |  |       |    |  |  |        |  |  |  |      |  






|    |                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------
|(1) | Included in Other-Greek are mutual fund
    operations, as well as non-financial services subsidiaries in
    Greece.

201



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                    |  |              |            |                 |  |                  |      |              |  |              |           |   |  |            |      |   |  |            |         |   |  |  |      |   |  |  |           |  |  |  |      |   |  |  |           |  |  |  |      |  
|----------------------------------- |  | ------------ | ---------- | --------------- |  | ---------------- | ---- | ------------ |  | ------------ | --------- | - |  | ---------- | ---- | - |  | ---------- | ------- | - |  |  | ---- | - |  |  | --------- |  |  |  | ---- | - |  |  | --------- |  |  |  | ---- | -
|                                    |  |              |            |                 |  |                  |      |              |  |              |           |   |  |            |      |  
|                                    |  |              |            |                 |  |                  |      | Non-interest |  | Non-interest
|                                    |  | Total Assets |            | Interest Income |  | Interest expense |      | income       |  | expense     
|                                    |  |              |            |                 |  |                  |      |              |  |             
|                                    |  | (EUR in      |            |                 |  | (EUR in          |      |              |  | (EUR in      |           |   |  | (EUR in    |      |   |  | (EUR in    |         |  
|                                    |  | thousands)   |            | %               |  | thousands)       |      | %            |  | thousands)   |           | % |  | thousands) |      | % |  | thousands) |         | %
|                                    |  |              |            |                 |  |                  |      |              |  |              |           |   |  |            |      |   |  |            |         |  
|December 31, 2003:                  |  |              |            |                 |  |                  |      |              |  |              |           |   |  |            |      |   |  |            |         |   |  |  |      |   |  |  |           |  |  |  |      |   |  |  |           |  |  |  |      |  
|Banking-Greek                       |  |              | 43,317,261 |                 |  |                  | 78.3 | %            |  |              | 1,565,583 |   |  |            | 73.5 | % |  |            | 535,266 |   |  |  | 65.0 | % |  |  | 324,384   |  |  |  | 24.9 | % |  |  | 1,182,938 |  |  |  | 53.2 | %
|Banking Foreign                     |  |              | 9,548,696  |                 |  |                  | 17.3 | %            |  |              | 514,484   |   |  |            | 24.2 | % |  |            | 283,018 |   |  |  | 34.4 | % |  |  | 156,298   |  |  |  | 12.0 | % |  |  | 251,443   |  |  |  | 11.3 | %
|Investment banking                  |  |              | 288,286    |                 |  |                  | 0.5  | %            |  |              | 5,669     |   |  |            | 0.3  | % |  |            | 5,031   |   |  |  | 0.6  | % |  |  | 42,606    |  |  |  | 3.3  | % |  |  | 20,388    |  |  |  | 0.9  | %
|Global Investment & Private Banking |  |              | 56,876     |                 |  |                  | 0.1  | %            |  |              | 26        |   |  |            | 0.0  | % |  |            | 44      |   |  |  | 0.0  | % |  |  | 31,914    |  |  |  | 2.5  | % |  |  | 6,601     |  |  |  | 0.3  | %
|Investment Activities               |  |              | 277,683    |                 |  |                  | 0.5  | %            |  |              | 6,576     |   |  |            | 0.3  | % |  |            | 102     |   |  |  | 0.0  | % |  |  | 41,802    |  |  |  | 3.2  | % |  |  | 22,876    |  |  |  | 1.0  | %
|Insurance                           |  |              | 1,188,622  |                 |  |                  | 2.1  | %            |  |              | 23,595    |   |  |            | 1.1  | % |  |            | 0       |   |  |  | 0.0  | % |  |  | 642,391   |  |  |  | 49.3 | % |  |  | 690,742   |  |  |  | 31.1 | %
|Other-Greek(1)                      |  |              | 595,117    |                 |  |                  | 1.1  | %            |  |              | 10,783    |   |  |            | 0.4  | % |  |            | 93      |   |  |  | 0.0  | % |  |  | 62,805    |  |  |  | 4.7  | % |  |  | 47,102    |  |  |  | 2.1  | %
|Other Foreign                       |  |              | 55,358     |                 |  |                  | 0.1  | %            |  |              | 3,617     |   |  |            | 0.2  | % |  |            | 0       |   |  |  | 0.0  | % |  |  | 1,270     |  |  |  | 0.1  | % |  |  | 1,275     |  |  |  | 0.1  | %
|                                    |  |              |            |                 |  |                  |      |              |  |              |           |   |  |            |      |   |  |            |         |   |  |  |      |   |  |  |           |  |  |  |      |   |  |  |           |  |  |  |      |  
|Total                               |  |              | 55,327,899 |                 |  |                  | 100  | %            |  |              | 2,130,333 |   |  |            | 100  | % |  |            | 823,554 |   |  |  | 100  | % |  |  | 1,303,470 |  |  |  | 100  | % |  |  | 2,223,365 |  |  |  | 100  | %
|                                    |  |              |            |                 |  |                  |      |              |  |              |           |   |  |            |      |   |  |            |         |   |  |  |      |   |  |  |           |  |  |  |      |   |  |  |           |  |  |  |      |  

|                                    |  |                   |         |                   |  |                  |       |                   |  |            |          |   |  |            |       |    |  |  |         |  |  |  |      |   |  |  |          |   |  |  |      |  
|----------------------------------- |  | ----------------- | ------- | ----------------- |  | ---------------- | ----- | ----------------- |  | ---------- | -------- | - |  | ---------- | ----- | -- |  |  | ------- |  |  |  | ---- | - |  |  | -------- | - |  |  | ---- | -
|                                    |  |                   |         |                   |  |                  |       |                   |  |            |          |  
|                                    |  |                   |         |                   |  | Depreciation and |       | Revenue from     
|                                    |  | Net income before |         | Income Tax        |  | amortization     |       | transactions with
|                                    |  | taxes             |         | (Expense)/Benefit |  | expense          |       | other segments   
|                                    |  |                   |         |                   |  |                  |       |                  
|                                    |  | (EUR in           |         |                   |  | (EUR in          |       |                   |  | (EUR in    |          |   |  | (EUR in    |       |   
|                                    |  | thousands)        |         | %                 |  | thousands)       |       | %                 |  | thousands) |          | % |  | thousands) |       | % 
|                                    |  |                   |         |                   |  |                  |       |                   |  |            |          |   |  |            |       |   
|December 31, 2003:                  |  |                   |         |                   |  |                  |       |                   |  |            |          |   |  |            |       |    |  |  |         |  |  |  |      |   |  |  |          |   |  |  |      |  
|Banking-Greek                       |  |                   | 46,232  |                   |  |                  | 18.8  | %                 |  |            | (39,394  | ) |  |            | 37.2  | %  |  |  | 72,341  |  |  |  | 68.0 | % |  |  | (56,127  | ) |  |  | 25.0 | %
|Banking Foreign                     |  |                   | 122,202 |                   |  |                  | 49.6  | %                 |  |            | (69,400  | ) |  |            | 65.5  | %  |  |  | 23,908  |  |  |  | 22.5 | % |  |  | (133,572 | ) |  |  | 59.5 | %
|Investment banking                  |  |                   | 22,856  |                   |  |                  | 9.3   | %                 |  |            | (7,700   | ) |  |            | 7.3   | %  |  |  | 714     |  |  |  | 0.7  | % |  |  | (4,527   | ) |  |  | 2.0  | %
|Global Investment & Private Banking |  |                   | 25,295  |                   |  |                  | 10.3  | %                 |  |            | (6,981   | ) |  |            | 6.6   | %  |  |  | 190     |  |  |  | 0.2  | % |  |  | (305     | ) |  |  | 0.1  | %
|Investment Activities               |  |                   | 25,400  |                   |  |                  | 10.3  | %                 |  |            | 1,561    |   |  |            | (1.5  | )% |  |  | 732     |  |  |  | 0.7  | % |  |  | (4,625   | ) |  |  | 2.1  | %
|Insurance                           |  |                   | (24,756 | )                 |  |                  | (10.1 | )%                |  |            | (13,288  | ) |  |            | 12.5  | %  |  |  | 6,105   |  |  |  | 5.7  | % |  |  | (18,121  | ) |  |  | 8.1  | %
|Other-Greek(1)                      |  |                   | 25,593  |                   |  |                  | 10.4  | %                 |  |            | 29,672   |   |  |            | (28.0 | )% |  |  | 2,022   |  |  |  | 1.9  | % |  |  | (7,106   | ) |  |  | 3.2  | %
|Other Foreign                       |  |                   | 3,519   |                   |  |                  | 1.4   | %                 |  |            | (446     | ) |  |            | 0.4   | %  |  |  | 331     |  |  |  | 0.3  | % |  |  | (16      | ) |  |  | 0.0  | %
|                                    |  |                   |         |                   |  |                  |       |                   |  |            |          |   |  |            |       |    |  |  |         |  |  |  |      |   |  |  |          |   |  |  |      |  
|Total                               |  |                   | 246,341 |                   |  |                  | 100   | %                 |  |            | (105,976 | ) |  |            | 100   | %  |  |  | 106,343 |  |  |  | 100  | % |  |  | (224,399 | ) |  |  | 100  | %
|                                    |  |                   |         |                   |  |                  |       |                   |  |            |          |   |  |            |       |    |  |  |         |  |  |  |      |   |  |  |          |   |  |  |      |  






|    |                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------
|(1) | Included in Other-Greek are mutual fund
    operations, as well as non-financial services subsidiaries in
    Greece.

202



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|         |                       
|-------- | ----------------------
|NOTE 37: | EMPLOYEE BENEFIT PLANS



|   |                                                              
|-- | -------------------------------------------------------------
|a) | Defined Contribution Plans Covered by Greek
    Law 2084/1992

The Group sponsors pension plans governed by
Greek Law 2084/1992, which encompasses or amends certain
provisions of laws 1902/1990 and 1976/1991. Certain large
employers in Greece, including the Bank and several of its
subsidiaries, operate employee pension plans rather than
participating in state-sponsored social security schemes. These
plans, described below, have contribution rates and benefit
schemes that are established by and may only be adjusted by
certain ministries of the Greek government. As such, these plans
are controlled by the Hellenic Republic and substitute for
standard Greek social security retirement benefits typically
available to employees in other Greek companies. The plans also
have deficit funding responsibilities as described below that
may change in the future by legislative action. The funding
deficits described below refer to situations whereby the plan
assets, including current year contributions, of a period are
not sufficient to pay benefits in the same period.

In 1992, the Greek Parliament passed Law
2084/1992 which, considering the provisions of other laws
mentioned above, limits the Groups obligation to fund
these main plan deficits up to the funding deficits
which existed in 1992 for each plan. The effect of the change in
legislation was to limit the Groups funding obligations to
the standard contributions set out by the Ministry of Labour and
Social Security plus each funds deficit as of 1992.

National Bank of Greece Main Pension
Plan

The Banks Main Pension Plan provided for
defined contributions to be made by the Bank at a rate of 25.6%
in 2001, 26.5% in 2002 and 2003 of the employees salary,
for employees insured with National Bank of Greece main pension
plan prior to 31.12.1992. The corresponding rate for employees
insured by any social security fund after 01.01.1993 was 13,33%
for 2001, 2002 and 2003. Such contributions totaled
approximately EUR 87.45 million,
EUR 87.89 million and EUR 88.30 million in
2001, 2002 and 2003 respectively. In addition, the Bank must
fund amounts up to EUR 25.24 million per annum for any
funding deficits, to the extent that any funding deficit occurs
in that year. Current projections indicate that such funding
deficits will arise again in 2008 and thereafter. The opinion of
the Banks legal counsel is that, in accordance with Greek
Law 2084/1992, annual funding deficits above
EUR 25.24 million are not the responsibility of the
Bank. Employee contributions are 11% of the employees
salary, for employees insured with National Bank of Greece main
pension plan prior to 31.12.1992. The corresponding rate for
employees insured by any social security fund after 01.01.1993
was 6,67% for 2001, 2002 and 2003. The benefits paid are
determined by a formula, which takes into account years of
service with the Bank and the employees final salary. The
annual pension after 35 years of service is approximately
80% of final pensionable pay. Final pensionable pay is typically
less than 75% of actual pay. Subsequent to the merger of the
Bank with ETEBA in December 2002, all ETEBAs employees
joined the Banks main pension plan.

Plans previously reported as Defined Benefit
Plans

The following plans, which were previously
accounted for as defined benefit plans, are accounted for in
2002 and 2003, either as a defined contribution plan or a plan
no longer sponsored by the Bank. In the opinion of the
Groups legal counsel, following the enactment of
Law 3029/11.07.2002, on Reform of the Social Security
System, the Group is under no obligation to cover possible
future plan deficits for certain plans which were previously
accounted for as defined benefit plans. Under the provisions of
Law 3029/11.07.2002, the Greek State shall undertake the
obligation to fund the deficits of these plans. The settlement
of these plans resulted in a loss of
Euro 38.3 million, which has been accounted for as
extraordinary item.

203



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

National Bank of Greece Lump Sum Benefit
Plan

The Bank prior to 2002 made contributions to a
benefit plan, which provides for a lump sum to be paid upon
retirement, equal to 14.5 times final pensionable pay
multiplied by a service-related percentage. The percentage is
175% after 20 years service, and 270% after
35 years service. For individuals who joined after
January 1, 1993 a benefit of 70% of the average of the
final five years pensionable pay multiplied by years of
service will be paid. Accrued benefits are also paid on an
earlier date in the event of death or disability. According to
Law 2084/92, the Bank is no longer required to make
contributions to this plan and pursuant to the provisions of
Law 3029/11.07.2002 discussed above, as of July 11,
2002 this is no longer a plan sponsored by the Bank.

Ethniki Hellenic General Insurance Company
(EH) Main Pension Plan

The Groups insurance company contributes to
a main pension plan, which provides for a monthly pension and a
lump sum to be paid upon retirement. The benefit structure, as
relates to the pension, is similar to that provided under the
Banks main plan. The lump sum benefit equals final monthly
pay multiplied by years of pensionable service. Accrued benefits
are also paid on an earlier date in the event of death or
disability. Pursuant to the provision of
Law 3029/11.07.2002 this plan is accounted for as a defined
contribution plan starting from the date of enactment of the Law
(July 11, 2002).



|   |                                                                            
|-- | ---------------------------------------------------------------------------
|b) | Defined Contribution Plans Covered by Greek
    Law 2084/1992 and 2556/1997

The Group also sponsors auxiliary pension plans
governed by Greek Law 2084/1992 as amended by
Law 2556/1997, which has the effect of granting control of
the plans, except administration, to the Greek government.
Similar to the main plans above, certain large
employers in Greece, including the Bank and several of its
subsidiaries, operate auxiliary pension funds rather than
participating in state-sponsored auxiliary social security
schemes. These plans, described below, have contribution rates
and benefit schemes that are determined by certain ministries of
the Greek government. As such, these plans are controlled by the
Hellenic Republic and substitute for standard Greek
employees auxiliary social security benefits typically
available to employees in other Greek companies.

National Bank of Greece Auxiliary Pension
Plan

The Banks Auxiliary Pension Plan provides
for defined contributions to be made by the Bank at a rate of
9.0% of the employees salary. Such contributions totaled
approximately EUR 31.11 million,
EUR 30.73 million and EUR 31.02 million in
2001, 2002 and 2003 respectively. Employees contribute at a rate
of 3.5% of their salary. The benefits paid are determined by a
formula, which takes into account years of service with the Bank
and the employees final pensionable pay. Final pensionable
pay is typically less than 75% of actual pay. Subsequent to the
merger of the Bank with ETEBA in December 2002, all ETEBAs
employees joined the Banks auxiliary pension plan.



|   |                                     
|-- | ------------------------------------
|c) | Other Defined Contribution
    Plans

The Group makes contributions to other foreign
defined contribution pension plans. Group contributions total
approximately EUR 1.17 million,
EUR 1.40 million and EUR 1.86 million in
2001, 2002 and 2003 respectively.



|   |                              
|-- | -----------------------------
|d) | Defined Benefit Pension Plans

In addition to the plans discussed above, the
Bank and its subsidiaries sponsor as is common in Greek
companies, other pension plans covering substantially all
employees, some of which are similar to the main and auxiliary
plans discussed above but do not have legally limited funding
responsibilities. The pensions vary in their specific features,
but most are contributory, final pay and accumulated years of
service-based defined benefit

204



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

plans. The funding policies vary slightly but
typically include employee and employer defined monthly
contributions in accordance with Greek laws regarding such
plans. Plan assets primarily consist of debt and equity
securities issued by the Hellenic Republic, its agencies, and
other Greek corporations. Some companies within the Group also
provide termination indemnities. These are partially financed
through internal company accruals. Benefits paid out were
EUR 5.58 million, EUR 2.90 million and
EUR 3.60 million over 2001, 2002 and 2003 respectively.

Net periodic pension costs for these defined
benefit plans include the following components for the years
ended December 31:

|                                      |  |                   |       |      |  |      |      |   |  |  |      |  
|------------------------------------- |  | ----------------- | ----- | ---- |  | ---- | ---- | - |  |  | ---- | -
|                                      |  | 2001              |       | 2002 |  | 2003
|                                      |  |                   |       |      |  |     
|                                      |  |                  
|                                      |  | (EUR in millions)
|Service cost                          |  |                   | 11.2  |      |  |      | 9.4  |   |  |  | 11.9 |  
|Interest cost                         |  |                   | 44.4  |      |  |      | 14.2 |   |  |  | 15.3 |  
|Expected return on plan assets        |  |                   | (60.1 | )    |  |      | (8.0 | ) |  |  | (7.2 | )
|Amortization of actuarial gains       |  |                   | (1.8  | )    |  |      | 4.4  |   |  |  | 2.7  |  
|Amortization of transition obligation |  |                   | 10.3  |      |  |      | 4.8  |   |  |  | 4.8  |  
|Amorization of prior year cost        |  |                   |      |      |  |      |     |   |  |  | (0.1 | )
|Additional charge for acquisition     |  |                   |      |      |  |      | 5.4  |   |  |  | 22.9 |  
|                                      |  |                   |       |      |  |      |      |   |  |  |      |  
|Net periodic pension cost             |  |                   | 4.0   |      |  |      | 30.2 |   |  |  | 50.3 |  
|                                      |  |                   |       |      |  |      |      |   |  |  |      |  
|Admission of new employees and other  |  |                   |      |      |  |      | 15.0 |   |  |  |     |  
|Extraordinary charge                  |  |                   |      |      |  |      | 38.3 |   |  |  |     |  

The aggregated funding status recognized in the
consolidated balance sheet is reconciled below as follows for
the years ended December 31:

|                                            |  |                   |       |      |  |      |        |   |  |  |       |  
|------------------------------------------- |  | ----------------- | ----- | ---- |  | ---- | ------ | - |  |  | ----- | -
|                                            |  | 2001              |       | 2002 |  | 2003
|                                            |  |                   |       |      |  |     
|                                            |  |                  
|                                            |  | (EUR in millions)
|Change in benefit obligation:               |  |                   |       |      |  |      |        |   |  |  |       |  
|PBO, beginning of year                      |  |                   | 752.9 |      |  |      | 809.3  |   |  |  | 280.8 |  
|Service cost                                |  |                   | 11.2  |      |  |      | 9.4    |   |  |  | 11.9  |  
|Interest cost                               |  |                   | 44.4  |      |  |      | 14.2   |   |  |  | 15.3  |  
|Employee contributions                      |  |                   | 25.0  |      |  |      | 5.5    |   |  |  | 7.1   |  
|Actuarial gain                              |  |                   | 39.7  |      |  |      | 0.4    |   |  |  | 26.4  |  
|Adjustment for disposal and other           |  |                   | 0.4   |      |  |      | (540.7 | ) |  |  | 24.6  |  
|Benefits paid                               |  |                   | (64.3 | )    |  |      | (17.3  | ) |  |  | (18.1 | )
|Expenses                                    |  |                   |      |      |  |      |       |   |  |  | (0.1  | )
|Prior Service Cost arising over last period |  |                   |      |      |  |      |       |   |  |  | 0.1   |  
|                                            |  |                   |       |      |  |      |        |   |  |  |       |  
|PBO, end of year                            |  |                   | 809.3 |      |  |      | 280.8  |   |  |  | 348.0 |  
|                                            |  |                   |       |      |  |      |        |   |  |  |       |  

205



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                                   |  |                   |        |      |  |      |        |   |  |  |        |  
|-------------------------------------------------- |  | ----------------- | ------ | ---- |  | ---- | ------ | - |  |  | ------ | -
|                                                   |  | 2001              |        | 2002 |  | 2003
|                                                   |  |                   |        |      |  |     
|                                                   |  |                  
|                                                   |  | (EUR in millions)
|Change in plan assets:                             |  |                   |        |      |  |      |        |   |  |  |        |  
|Fair value, beginning of year                      |  |                   | 743.9  |      |  |      | 627.5  |   |  |  | 111.3  |  
|Actual return on assets                            |  |                   | (97.0  | )    |  |      | (4.5   | ) |  |  | 12.6   |  
|Adjustment for disposals and other                 |  |                   | 0.7    |      |  |      | (514.4 | ) |  |  | 1.2    |  
|Employer contributions                             |  |                   | 19.2   |      |  |      | 14.5   |   |  |  | 17.6   |  
|Employee contributions                             |  |                   | 25.0   |      |  |      | 5.5    |   |  |  | 7.1    |  
|Expenses                                           |  |                   |       |      |  |      |       |   |  |  | (0.3   | )
|Benefits paid                                      |  |                   | (64.3  | )    |  |      | (17.3  | ) |  |  | (14.5  | )
|                                                   |  |                   |        |      |  |      |        |   |  |  |        |  
|Fair value, end of year                            |  |                   | 627.5  |      |  |      | 111.3  |   |  |  | 135.0  |  
|Funded status, end of year                         |  |                   | (181.9 | )    |  |      | (169.6 | ) |  |  | (213.0 | )
|Unrecognized net obligation existing at transition |  |                   | 21.1   |      |  |      | 4.8    |   |  |  |       |  
|Unrecognized prior service cost                    |  |                   |       |      |  |      |       |   |  |  | 0.1    |  
|Unrecognized net loss                              |  |                   | 113.2  |      |  |      | 49.3   |   |  |  | 67.8   |  
|                                                   |  |                   |        |      |  |      |        |   |  |  |        |  
|Accrued benefit cost                               |  |                   | (47.6  | )    |  |      | (115.5 | ) |  |  | (145.1 | )
|                                                   |  |                   |        |      |  |      |        |   |  |  |        |  

The weighted-average assumptions used in
determining the projected benefit obligation and net periodic
pension cost of such plans at December 31 are as follows:

|                               |  |      |     |      |  |      |     |   |  |  |     |  
|------------------------------ |  | ---- | --- | ---- |  | ---- | --- | - |  |  | --- | -
|                               |  | 2001 |     | 2002 |  | 2003
|                               |  |      |     |      |  |     
|Discount rate                  |  |      | 6.0 | %    |  |      | 5.5 | % |  |  | 5.5 | %
|Expected return on plan assets |  |      | 7.0 | %    |  |      | 6.5 | % |  |  | 6.5 | %
|Rate of compensation increase  |  |      | 4.5 | %    |  |      | 4.5 | % |  |  | 4.0 | %



|   |                                                       
|-- | ------------------------------------------------------
|e) | Post-retirement Benefit Plans Other Than
    Pensions:

The Group also sponsors benefit plans, which
provide for various health benefits including post-retirement
health benefits. The funding policies vary slightly but
typically include employee and employer defined period
contributions in accordance with Greek laws regarding such
plans. Plan assets in 2001 and 2002 primarily consisted of debt
and equity securities.

Post-Retirement Benefit Plans Other Than
Pensions previously accounted for as Defined Benefit
Plans

Ethniki Hellenic General Insurance Company
Health Plan (T.A.P.A.E.) and National Bank of Greece Health Plan
(T.Y.P.E.T)

The above post-retirement health plans, which
were previously accounted for as defined benefit plans, are
accounted for in 2002, as defined contribution plans. In the
opinion of the Groups legal counsel, following the
enactment of Law 3029/11.07.2002, on Reform of the
Social Security System, the Group is under no obligation
to cover possible future plan deficits for plans which were
previously accounted for as defined benefit plans.

Under the provisions of Law 3029/11.07.2002,
the Greek State shall undertake the obligation to fund the
deficits of the funds that operate in the form of public Law
entities. This provision applies to T.A.P.A.E., and accordingly,
this is accounted for as a defined contribution plan starting
from the date of enactment of the Law (July 11, 2002).

In addition, the Law provides a mechanism for the
combination of funds operating either as legal entities of
private Law such as T.Y.P.E.T. or any other form, providing
benefits specifically to banking industry employees. The Law
mandates the governing boards of the funds to take the
appropriate resolutions and draw the statutes of

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

the combined fund, which will assume the plan
assets and liabilities of the predecessor plans as the successor
fund. Legal counsel has advised that following the enactment of
the Law, the Bank has no legal obligation to contribute to the
existing or the combined fund any amounts in excess of its
defined contributions of 6.25% of employees salaries.
Accordingly, T.Y.P.E.T. has also been accounted for as a defined
contribution plan starting from the date of enactment of the Law
(July 11, 2002).

The settlement of these plans resulted in a gain
of EUR 212.9 million, which has been accounted for as
extraordinary item.

Net periodic post-retirement benefit cost
included the following components for the years ended
December 31:

|                                             |  |                   |       |      |  |      |        |   |  |  |      |  
|-------------------------------------------- |  | ----------------- | ----- | ---- |  | ---- | ------ | - |  |  | ---- | -
|                                             |  | 2001              |       | 2002 |  | 2003
|                                             |  |                   |       |      |  |     
|                                             |  |                  
|                                             |  | (EUR in millions)
|Service cost                                 |  |                   | 17.0  |      |  |      |       |   |  |  |     |  
|Interest cost                                |  |                   | 32.0  |      |  |      | 0.2    |   |  |  | 0.2  |  
|Expected return on plan assets               |  |                   | (11.0 | )    |  |      |       |   |  |  |     |  
|Amortization of actuarial gain               |  |                   | (0.6  | )    |  |      |       |   |  |  |     |  
|Amortization of transition obligation        |  |                   | 13.9  |      |  |      |       |   |  |  |     |  
|Amortization of unrecognized net (gain)/loss |  |                   |      |      |  |      |       |   |  |  | 0.2  |  
|Amortization of prior service cost           |  |                   |      |      |  |      |       |   |  |  | 0.2  |  
|Adjustment for disposal and other            |  |                   |      |      |  |      |       |   |  |  | (0.4 | )
|                                             |  |                   |       |      |  |      |        |   |  |  |      |  
|Net periodic benefit cost                    |  |                   | 51.3  |      |  |      | 0.2    |   |  |  | 0.2  |  
|                                             |  |                   |       |      |  |      |        |   |  |  |      |  
|Other                                        |  |                   |      |      |  |      | (1.0   | ) |  |  |     |  
|Extraordinary credit                         |  |                   |      |      |  |      | (212.9 | ) |  |  |     |  

The aggregated funding status for other
post-retirement benefit costs recognized in the consolidated
balance sheet is reconciled below as follows for the years ended
December 31:

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                                   |  |                   |        |      |  |      |        |   |  |  |      |  
|-------------------------------------------------- |  | ----------------- | ------ | ---- |  | ---- | ------ | - |  |  | ---- | -
|                                                   |  | 2001              |        | 2002 |  | 2003
|                                                   |  |                   |        |      |  |     
|                                                   |  |                  
|                                                   |  | (EUR in millions)
|Change in benefit obligation:                      |  |                   |        |      |  |      |        |   |  |  |      |  
|APBO, beginning of year                            |  |                   | 539.0  |      |  |      | 639.3  |   |  |  | 3.0  |  
|Service cost                                       |  |                   | 17.0   |      |  |      |       |   |  |  |     |  
|Interest cost                                      |  |                   | 31.9   |      |  |      | 0.2    |   |  |  | 0.2  |  
|Employee contributions                             |  |                   |       |      |  |      |       |   |  |  |     |  
|Actuarial gain                                     |  |                   | 65.1   |      |  |      | 0.6    |   |  |  | 0.5  |  
|Adjustment for overseas consolidation              |  |                   | (0.1   | )    |  |      | (637.0 | ) |  |  | (0.8 | )
|Benefits paid                                      |  |                   | (13.6  | )    |  |      | (0.1   | ) |  |  | (0.1 | )
|Prior service cost arising over last period        |  |                   |       |      |  |      |       |   |  |  | 0.1  |  
|                                                   |  |                   |        |      |  |      |        |   |  |  |      |  
|APBO, end of year                                  |  |                   | 639.3  |      |  |      | 3.0    |   |  |  | 2.9  |  
|                                                   |  |                   |        |      |  |      |        |   |  |  |      |  
|Change in plan assets:                             |  |                   |        |      |  |      |        |   |  |  |      |  
|Fair value, beginning of year                      |  |                   | 136.5  |      |  |      | 103.7  |   |  |  |     |  
|Actual return on assets                            |  |                   | (36.1  | )    |  |      |       |   |  |  |     |  
|Adjustment for consolidation                       |  |                   |       |      |  |      | (103.7 | ) |  |  |     |  
|Employer contributions                             |  |                   | 16.9   |      |  |      |       |   |  |  |     |  
|Employee contributions                             |  |                   |       |      |  |      |       |   |  |  |     |  
|Benefits paid                                      |  |                   | (13.6  | )    |  |      |       |   |  |  |     |  
|                                                   |  |                   |        |      |  |      |        |   |  |  |      |  
|Fair value, end of year                            |  |                   | 103.7  |      |  |      |       |   |  |  |     |  
|Funded status, end of year                         |  |                   | (535.6 | )    |  |      | (3.0   | ) |  |  | (2.9 | )
|Unrecognized net obligation existing at transition |  |                   | 180.9  |      |  |      |       |   |  |  | (0.1 | )
|Unrecognized net loss                              |  |                   | 137.2  |      |  |      |       |   |  |  | 0.3  |  
|                                                   |  |                   |        |      |  |      |        |   |  |  |      |  
|Accrued benefit cost                               |  |                   | (217.5 | )    |  |      | (3.0   | ) |  |  | (2.7 | )
|                                                   |  |                   |        |      |  |      |        |   |  |  |      |  

The weighted-average assumptions used in
determining the post-retirement projected benefit obligation and
net periodic pension cost of such plans at December 31, are
as follows:

|                               |  |      |     |      |  |      |     |   |  |  |     |  
|------------------------------ |  | ---- | --- | ---- |  | ---- | --- | - |  |  | --- | -
|                               |  | 2001 |     | 2002 |  | 2003
|                               |  |      |     |      |  |     
|Discount rate                  |  |      | 6.0 | %    |  |      | 5.5 | % |  |  | 5.5 | %
|Expected return on plan assets |  |      | 7.0 | %    |  |      | 6.5 | % |  |  | 6.5 | %
|Rate of compensation increase  |  |      | 4.5 | %    |  |      | 4.5 | % |  |  | 4.0 | %

These assumptions have a significant effect on
the amounts reported above. A sensitivity analysis follows:

|                                              |  |                   |        |      |  |      |      |   |  |  |      |  
|--------------------------------------------- |  | ----------------- | ------ | ---- |  | ---- | ---- | - |  |  | ---- | -
|                                              |  | 2001              |        | 2002 |  | 2003
|                                              |  |                   |        |      |  |     
|                                              |  |                  
|                                              |  | (EUR in millions)
|Effect of a 1% increase in assumed
    costs: |  |                   |        |      |  |      |      |   |  |  |      |  
|Effect on service and interest cost           |  |                   | 13.5   |      |  |      | 0.0  |   |  |  | 0.0  |  
|Effect on APBO                                |  |                   | 118.3  |      |  |      | 0.6  |   |  |  | 0.1  |  
|Effect of a 1% decrease in assumed
    costs: |  |                   |        |      |  |      |      |   |  |  |      |  
|Effect on service and interest cost           |  |                   | (11.7  | )    |  |      | (0.0 | ) |  |  | (0.0 | )
|Effect on APBO                                |  |                   | (103.6 | )    |  |      | (0.5 | ) |  |  | (0.1 | )

208



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|         |                                           
|-------- | ------------------------------------------
|NOTE 38: | ACCUMULATED OTHER COMPREHENSIVE
    INCOME

The components of accumulated other comprehensive
income, net of taxes, comprise:

|                           |  |          |         |                     |  |               |         |   |  |  |         |  
|-------------------------- |  | -------- | ------- | ------------------- |  | ------------- | ------- | - |  |  | ------- | -
|                           |  |          |         |                     |  | Accumulated  
|                           |  | Foreign  |         | Unrealized Gains on |  | Other        
|                           |  | Currency |         | Available-for-Sale  |  | Comprehensive
|                           |  | Items    |         | Securities          |  | Income       
|                           |  |          |         |                     |  |              
|                           |  |          |         | (EUR in thousands)  |  |              
|Balance, January 1, 2001   |  |          | 10,694  |                     |  |               | (52,314 | ) |  |  | (41,620 | )
|Changes during 2001        |  |          | 15,630  |                     |  |               | (5,861  | ) |  |  | 9,769   |  
|                           |  |          |         |                     |  |               |         |   |  |  |         |  
|Balance, December 31, 2001 |  |          | 26,324  |                     |  |               | (58,175 | ) |  |  | (31,851 | )
|Changes during 2002        |  |          | (23,691 | )                   |  |               | (33,866 | ) |  |  | (57,557 | )
|                           |  |          |         |                     |  |               |         |   |  |  |         |  
|Balance, December 31, 2002 |  |          | 2,633   |                     |  |               | (92,041 | ) |  |  | (89,408 | )
|                           |  |          |         |                     |  |               |         |   |  |  |         |  
|Changes during 2003        |  |          | (23,572 | )                   |  |               | 110,072 |   |  |  | 86,500  |  
|                           |  |          |         |                     |  |               |         |   |  |  |         |  
|Balance, December 31, 2003 |  |          | (20,939 | )                   |  |               | 18,031  |   |  |  | (2,908  | )
|                           |  |          |         |                     |  |               |         |   |  |  |         |  



|         |                          
|-------- | -------------------------
|NOTE 39: | POST BALANCE SHEET EVENTS



|    |                                     
|--- | ------------------------------------
|(a) | NBG Greek Private Equity Fund
    LP

In February 2004, with a a capital commitment of
EUR 20,000 thousand from the Bank the NBG Greek
Private Equity Fund LP was established.



|    |                                       
|--- | --------------------------------------
|(b) | Change in tax base of fixed
    assets

On February 10, 2004 the Greek Parliament
approved legislation whereby companies were allowed for tax
purposes to revalue land and buildings to their current market
value. Companies were required to pay tax ranging from 2% to 10%
on the difference between the tax cost prior to the revaluation
and the revalued amount, depending on whether the resulting
revaluation surplus is capitalized. Companies are then allowed
to depreciate for tax purposes the revalued amount of the
buildings and any capital gain or loss on the sale of land and
buildings will be calculated with reference to the revalued
amounts less any depreciation charge following the revaluation.
For companies to be able to benefit from this legislation, fixed
assets are to be revalued effective December 31, 2003 in
the statutory financial statements.

The Group took advantage of the tax benefits
offered by this legislation and revalued for tax and statutory
purposes its land and buildings to their market value, effective
December 31, 2003. As fixed assets under US GAAP are stated
at cost, a deferred tax asset amounting to
EUR 281,717 thousand was recognized on
February 10, 2004 the date of enactment of the retroactive
legislation in accordance with US GAAP.



|    |                                                                 
|--- | ----------------------------------------------------------------
|(c) | Disposal of Holding in YES Leasing S.A., an
    equity investee.

On February 18, 2004 the Group disposed of
its entire holding of 49% in YES Leasing S.A. for
EUR 1,917 thousand. In 2003, YES Leasing S.A. was
accounted for as an equity method investment. As result of this
transaction, the Group recognized, in 2004, a profit on disposal
amounting to EUR 231 thousand.



|    |                                                           
|--- | ----------------------------------------------------------
|(d) | Acquisition of additional shares Banca
    Romaneasca S.A.

On March 04, 2004 the Group acquired 9.22%
of Banca Romaneasca S.A. The acquisition, was effected through
the payment of cash consideration USD 3,588 thousand
(EUR 2,954 thousand). After this acquisition the Group
had a controlling interest of 90.87% in Banca Romaneasca S.A.

209



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|    |                   
|--- | ------------------
|(e) | Dividends Declared

On May 18, 2004 at the Annual General
Meeting of the shareholders of the Bank, the shareholders
approved a cash dividend of EUR 0.65 per share and a stock
dividend of 3 shares for every 10 shares outstanding.
These new shares were issued on June 18, 2004.



|    |                                               
|--- | ----------------------------------------------
|(f) | Approval of buy-back program of own
    shares

On May 18, 2004 at the Annual General
Meeting of the shareholders of the Bank, the shareholders
approved the buy-back program of own shares of the Bank pursuant
to Article 16, par. 5 et seq. of Cod.
Law 2190/1920, according to which the Bank is entitled to
purchase own shares up to 5% of its paid up share capital,
between a minimum price of EUR 4.5 and a maximum of
EUR 35 per share.



|         |                 
|-------- | ----------------
|NOTE 40: | RECLASSIFICATION

Certain amounts in prior periods have been
reclassified to conform to the current presentation.

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ITEM
19     EXHIBITS

|        |      |                         |  |                                                                                                                                                                                                              
|------- | ---- | ----------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |                        
|Number  |      | Description of Exhibits
|        |      |                        
|        | 1    |                         |  | An English translation of the Articles of
    Association of the Bank, as amended with effect from
    May 23, 2003*                                                                                         
|        | 8    |                         |  | Subsidiaries of the Bank.                                                                                                                                                                                    
|        | 11   |                         |  | Code of Ethics for Financial Professionals.                                                                                                                                                                  
|        | 12.1 |                         |  | Certification of the Chairman and Governor, the
    Deputy Governor and the Chief Financial Officer and Chief
    Operations Officer pursuant to Rule 13(a)-14(a) of the
    Securities Exchange Act of 1934.
|        | 13.1 |                         |  | Certification of Chairman and Governor, Deputy
    Governor and CFO and COO pursuant to 18
    U.S.C. Section 1350 as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.                 

* previously filed

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##### Table of Contents



Signatures

The registrant hereby certifies that it meets all
of the requirements for this filing on Form 20-F and that
it has duly caused and authorized the undersigned to sign this
Annual Report on its behalf.



| |                             
| | ----------------------------
| | NATIONAL BANK OF GREECE S.A.
| | (Registrant)                



| |     |                    
| | --- | -------------------
| | By: | /s/ TAKIS ARAPOGLOU

| |                             
| | ----------------------------
| | Name: Takis Arapoglou       
| | Title: Chairman and Governor

Date: June 25, 2004

212