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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, 2002
    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, 2002, the close
of the period covered by the annual report:

231,870,986 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



|                                                                         |                                                                                      |  |  |  |  |  |  | 
|------------------------------------------------------------------------ | ------------------------------------------------------------------------------------ |  |  |  |  |  |  | 
|TABLE OF CONTENTS                                                       
|INTRODUCTION                                                            
|PART I                                                                  
|                                                                         | ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                        
|                                                                         | ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE                                      
|                                                                         | ITEM 3 KEY INFORMATION                                                              
|                                                                         | ITEM 4 INFORMATION ON THE COMPANY                                                   
|                                                                         | ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                 
|                                                                         | ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                   
|                                                                         | ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            
|                                                                         | ITEM 8 FINANCIAL INFORMATION                                                        
|                                                                         | ITEM 9 THE OFFER AND LISTING                                                        
|                                                                         | ITEM 10 ADDITIONAL INFORMATION                                                      
|                                                                         | ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                  
|                                                                         | ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                      
|PART II                                                                 
|                                                                         | ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                             
|                                                                         | ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|                                                                         | ITEM 15 CONTROLS AND PROCEDURES                                                     
|                                                                         | ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT                                           
|                                                                         | ITEM 16B CODE OF ETHICS                                                             
|                                                                         | ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES                                     
|PART III                                                                
|                                                                         | ITEM 17 FINANCIAL STATEMENTS                                                        
|                                                                         | ITEM 18 FINANCIAL STATEMENTS                                                        
|INDEX TO FINANCIAL STATEMENTS                                           
|INDEPENDENT AUDITORS REPORT                                            
|CONSOLIDATED BALANCE SHEETS                                             
|CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME              
|CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME --(Continued)
|CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY              
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                   
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                              
|                                                                         | ITEM 19 EXHIBITS                                                                    
|Exhibit 1                                                               
|Exhibit 8                                                               



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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                                     |     |      | 90  | 
|Item 6                                                                                      |  | Directors, Senior Management and Employees                                       |     |      | 110 | 
|Item 7                                                                                      |  | Major Shareholders and Related Party Transactions                                |     |      | 118 | 
|Item 8                                                                                      |  | Financial Information                                                            |     |      | 120 | 
|Item 9                                                                                      |  | The Offer and Listing                                                            |     |      | 121 | 
|Item 10                                                                                     |  | Additional Information                                                           |     |      | 131 | 
|Item 11                                                                                     |  | Quantitative and Qualitative Disclosures about
    Market Risk                   |     |      | 142 | 
|Item 12                                                                                     |  | Description of Securities Other than Equity
    Securities                       |     |      | 149 | 
|PART II                                                                                     |  |                                                                                  | 150 |     
|Item 13                                                                                     |  | Defaults, Dividend Arrearages and Delinquencies                                  |     |      | 150 | 
|Item 14                                                                                     |  | Material Modifications to the Rights of Security
    Holders and Use of Proceeds |     |      | 150 | 
|Item 15                                                                                     |  | Controls and Procedures                                                          |     |      | 150 | 
|Item 16A                                                                                    |  | Audit Committee Financial Expert                                                 |     |      | 151 | 
|Item 16B                                                                                    |  | Code of Ethics                                                                   |     |      | 151 | 
|Item 16C                                                                                    |  | Principal Accountant Fees and Services                                           |     |      | 151 | 
|PART III                                                                                    |  |                                                                                  | 152 |     
|Item 17                                                                                     |  | Financial Statements                                                             |     |      | 152 | 
|Item 18                                                                                     |  | Financial Statements                                                             |     |      | 152 | 
|INDEX TO FINANCIAL STATEMENTS                                                               |  |                                                                                  | 152 |     
|INDEPENDENT AUDITORS REPORT                                                                |  |                                                                                  | 153 |     
|CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS
    ENDED DECEMBER 31, 2000, 2001 AND 2002: |  |                                                                                  |     |     
|Consolidated Balance Sheets                                                                 |  |                                                                                  | 154 |     
|Consolidated Statements of Income and
    Comprehensive Income                              |  |                                                                                  | 155 |     
|Consolidated Statements of Changes in
    Shareholders Equity                              |  |                                                                                  | 157 |     
|Consolidated Statements of Cash Flows                                                       |  |                                                                                  | 158 |     
|Notes to Consolidated Financial Statements                                                  |  |                                                                                  | 159 |     
|Item 19                                                                                     |  | Exhibits                                                                         |     |      | 199 | 
|Certifications                                                                              |  |                                                                                  | 201 |     

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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 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.

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 legally
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 legally 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 $, U.S. dollars,
USD or U.S.$ 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 and all
references to BGN are to Bulgarian leva.

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,
1998, 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 U.S.$1.00 =
0.8499, as
reported by the Federal Reserve Bank of New York (the Noon
Buying Rate) on May 30, 2003. Similar convenience
translations, such as translations of Canadian dollars into
U.S. dollars, South African rand into U.S. dollars,
Cyprus pounds into U.S. dollars, Macedonian denars into
U.S. dollars and Bulgarian leva into U.S. dollars,
where indicated, have been made at the respective rates of
Canadian dollars 1.3712 per U.S.$1.00, South African rand 8.0350
per U.S.$1.00, Cyprus pounds 0.4961 per U.S.$1.00, Macedonian
denars 52.1954 per U.S.$1.00, and

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Bulgarian leva 1.6544 per U.S.$1.00. These are
the respective Noon Buying Rates, with the exception of the
rates for Cyprus pounds, Macedonian denars and Bulgarian leva,
which are the fixing rates, for such non-U.S. currencies on
May 30, 2003 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 12, 2003:

|                                   |  |             |  |      |  |     |        |  |  |  |        | 
|---------------------------------- |  | ----------- |  | ---- |  | --- | ------ |  |  |  | ------ | 
|                                   |  |             |  |     
|                                   |  |             |  | Euro
|                                   |  |             |  |     
|Month                              |  | U.S.$1.00 = |  | High |  | Low
|                                   |  |             |  |      |  |    
|January, 2003                      |  |             |  |      |  |     | 0.9652 |  |  |  | 0.9207 | 
|February, 2003                     |  |             |  |      |  |     | 0.9339 |  |  |  | 0.9195 | 
|March, 2003                        |  |             |  |      |  |     | 0.9483 |  |  |  | 0.9040 | 
|April, 2003                        |  |             |  |      |  |     | 0.9415 |  |  |  | 0.8945 | 
|May, 2003                          |  |             |  |      |  |     | 0.8929 |  |  |  | 0.8437 | 
|June, 2003 (through June 12, 2003) |  |             |  |      |  |     | 0.8557 |  |  |  | 0.8425 | 

The table below sets out the average exchange
rates between the drachma and the U.S. dollar for each of
the three years ended December 31, 1998, 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 two years
ended December 31, 2001 and 2002 and for the current annual
period through June 12, 2003, 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 12, 2003.

|                             |  |             |  |     |  |          |       |  |  |  |        | 
|---------------------------- |  | ----------- |  | --- |  | -------- | ----- |  |  |  | ------ | 
|Annual Period                |  | U.S.$1.00 = |  | GRD |  | Euro/ECU
|                             |  |             |  |     |  |         
|1998                         |  |             |  |     |  |          | 295.7 |  |  |  | 0.8910 | 
|1999                         |  |             |  |     |  |          | 306.2 |  |  |  | 0.9387 | 
|2000                         |  |             |  |     |  |          | 365.9 |  |  |  | 1.0832 | 
|2001                         |  |             |  |     |  |          | n/a   |  |  |  | 1.1218 | 
|2002                         |  |             |  |     |  |          | n/a   |  |  |  | 1.0578 | 
|2003 (through June 12, 2003) |  |             |  |     |  |          | n/a   |  |  |  | 0.8950 | 

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:

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   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 speak 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, 1998, 1999, 2000, 2001 and 2002
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 of December 31, 2001 and 2002 and for the
years ended December 31, 2000, 2001 and 2002 (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,
1998, 1999, 2000, 2001 and 2002.

|                                                                                                             |                                                                        |                                       |           |           |  |         |           |           |   |      |           |           |  |  |           |           |   |  |           |           |   |  |           |           |  
|------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------- | ------------------------------------- | --------- | --------- |  | ------- | --------- | --------- | - | ---- | --------- | --------- |  |  | --------- | --------- | - |  | --------- | --------- | - |  | --------- | --------- | -
|                                                                                                             |                                                                        |                                      
|                                                                                                             |                                                                        | Year ended December 31,              
|                                                                                                             |                                                                        |                                      
|                                                                                                             |                                                                        | 1998(1)                               |           | 1999(1)   |  | 2000(1) |           | 2001(1)   |   | 2002 |           | 2002(2)  
|                                                                                                             |                                                                        |                                       |           |           |  |         |           |           |   |      |           |          
|                                                                                                             |                                                                        | EUR                                   |           | EUR       |  | EUR     |           | EUR       |   | EUR  |           | U.S.$    
|                                                                                                             |                                                                        |                                      
|                                                                                                             |                                                                        | (in thousands, except per share data)
|CONSOLIDATED STATEMENT OF INCOME
    DATA                                                                    |                                                                        |                                       |           |           |  |         |           |           |   |      |           |           |  |  |           |           |   |  |           |           |   |  |           |          
|Total Interest Income                                                                                        |                                                                        |                                       | 3,671,099 |           |  |         | 3,450,242 |           |   |      | 3,371,888 |           |  |  | 2,621,310 |           |   |  | 2,416,698 |           |   |  | 2,843,487 |          
|Total Interest Expense                                                                                       |                                                                        |                                       | 2,857,796 |           |  |         | 2,598,776 |           |   |      | 2,442,589 |           |  |  | 1,393,113 |           |   |  | 1,175,023 |           |   |  | 1,382,532 |          
|                                                                                                             |                                                                        |                                       |           |           |  |         |           |           |   |      |           |           |  |  |           |           |   |  |           |           |   |  |           |          
|                                                                                                             | Net Interest Income                                                    |                                       |           | 813,303   |  |         |           | 851,466   |   |      |           | 929,299   |  |  |           | 1,228,197 |   |  |           | 1,241,675 |   |  |           | 1,460,955 |  
|Allowance for loan losses                                                                                    |                                                                        |                                       | (129,024  | )         |  |         | (64,881   | )         |   |      | (107,348  | )         |  |  | (170,786  | )         |   |  | (143,391  | )         |   |  | (168,714  | )        
|Non-interest Income                                                                                          |                                                                        |                                       |           |           |  |         |           |           |   |      |           |           |  |  |           |           |   |  |           |           |   |  |           |          
|                                                                                                             | Profit on disposal and partial disposal of
    subsidiary undertakings |                                       |           |          |  |         |           | 88,226    |   |      |           | 87,799    |  |  |           | 5,313     |   |  |           |          |   |  |           |          |  
|                                                                                                             | Profit on disposal of equity investments                               |                                       |           | 14,897    |  |         |           | 202,533   |   |      |           |          |  |  |           |          |   |  |           | 2,280     |   |  |           | 2,682     |  
|                                                                                                             | Credit card fees                                                       |                                       |           | 27,836    |  |         |           | 36,963    |   |      |           | 37,407    |  |  |           | 46,756    |   |  |           | 57,400    |   |  |           | 67,537    |  
|                                                                                                             | Service charges on deposit accounts                                    |                                       |           | 12,170    |  |         |           | 11,915    |   |      |           | 16,328    |  |  |           | 24,423    |   |  |           | 36,198    |   |  |           | 42,591    |  
|                                                                                                             | Other fees and commissions                                             |                                       |           | 367,211   |  |         |           | 441,027   |   |      |           | 345,318   |  |  |           | 305,884   |   |  |           | 286,627   |   |  |           | 337,245   |  
|                                                                                                             | Net trading profit/(loss)                                              |                                       |           | 458,861   |  |         |           | 529,250   |   |      |           | 255,288   |  |  |           | (138,348  | ) |  |           | (227,443  | ) |  |           | (267,609  | )
|                                                                                                             | Net realized gains on sales of available-for-sale
    securities       |                                       |           | 82,204    |  |         |           | 47,753    |   |      |           | 41,709    |  |  |           | 12,353    |   |  |           | 7,085     |   |  |           | 8,336     |  
|                                                                                                             | Equity in earnings or (losses) of investees                            |                                       |           | 5,969     |  |         |           | (7,548    | ) |      |           | 599       |  |  |           | (1,086    | ) |  |           | 5,787     |   |  |           | 6,809     |  
|                                                                                                             | Other income                                                           |                                       |           | 685,235   |  |         |           | 642,465   |   |      |           | 711,592   |  |  |           | 801,679   |   |  |           | 797,338   |   |  |           | 938,148   |  
|                                                                                                             |                                                                        |                                       |           |           |  |         |           |           |   |      |           |           |  |  |           |           |   |  |           |           |   |  |           |          
|                                                                                                             | Total non-interest income                                              |                                       |           | 1,654,383 |  |         |           | 1,992,584 |   |      |           | 1,496,040 |  |  |           | 1,056,974 |   |  |           | 965,272   |   |  |           | 1,135,739 |  
|Non-interest Expense                                                                                         |                                                                        |                                       |           |           |  |         |           |           |   |      |           |           |  |  |           |           |   |  |           |           |   |  |           |          
|                                                                                                             | Salaries and employee benefits                                         |                                       |           | 724,722   |  |         |           | 731,187   |   |      |           | 754,654   |  |  |           | 820,914   |   |  |           | 887,714   |   |  |           | 1,044,484 |  
|                                                                                                             | Depreciation of premises and equipment                                 |                                       |           | 39,079    |  |         |           | 53,910    |   |      |           | 60,215    |  |  |           | 67,897    |   |  |           | 80,261    |   |  |           | 94,435    |  
|                                                                                                             | Amortization of intangible assets                                      |                                       |           | 15,577    |  |         |           | 22,242    |   |      |           | 62,462    |  |  |           | 62,580    |   |  |           | 42,017    |   |  |           | 49,437    |  
|Loss on permanent diminution in the value of
    available-for-sale securities                               |                                                                        |                                       |          |           |  |         |          |           |   |      |          |           |  |  |          |           |   |  | 35,537    |           |   |  | 41,813    |          
|                                                                                                             | Summary other(5)                                                       |                                       |           | 844,640   |  |         |           | 754,733   |   |      |           | 864,766   |  |  |           | 951,240   |   |  |           | 1,036,653 |   |  |           | 1,219,726 |  
|                                                                                                             |                                                                        |                                       |           |           |  |         |           |           |   |      |           |           |  |  |           |           |   |  |           |           |   |  |           |          
|                                                                                                             | Total non-interest expense                                             |                                       |           | 1,624,018 |  |         |           | 1,562,072 |   |      |           | 1,742,097 |  |  |           | 1,902,631 |   |  |           | 2,082,182 |   |  |           | 2,449,895 |  
|Income before income tax expense, minority
    interests, extraordinary item and effect of accounting change |                                                                        |                                       | 714,644   |           |  |         | 1,217,097 |           |   |      | 575,894   |           |  |  | 211,754   |           |   |  | (18,626   | )         |   |  | (21,915   | )        
|                                                                                                             | Extraordinary item(6)                                                  |                                       |           |          |  |         |           |          |   |      |           |          |  |  |           |          |   |  |           | 96,105    |   |  |           | 113,077   |  
|Net effect of change in accounting
    Principle(7)                                                          |                                                                        |                                       |          |           |  |         |          |           |   |      |          |           |  |  | 29,047    |           |   |  |          |           |   |  |          |          
|Net income                                                                                                   |                                                                        |                                       | 384,892   |           |  |         | 643,359   |           |   |      | 372,791   |           |  |  | 204,974   |           |   |  | 126,873   |           |   |  | 149,279   |          
|Net income per share (after extraordinary item
    and the effect of accounting change)                      |                                                                        |                                       |           |           |  |         |           |           |   |      |           |           |  |  |           |           |   |  |           |           |   |  |           |          
|Basic(3)                                                                                                     |                                                                        |                                       | 1.79      |           |  |         | 2.75      |           |   |      | 1.57      |           |  |  | 0.87      |           |   |  | 0.53      |           |   |  | 0.62      |          
|Diluted(3)                                                                                                   |                                                                        |                                       | 1.67      |           |  |         | 2.57      |           |   |      | 1.57      |           |  |  | 0.87      |           |   |  | 0.53      |           |   |  | 0.62      |          
|Net income per share (before extraordinary item
    and the effect of accounting change)                     |                                                                        |                                       |           |           |  |         |           |           |   |      |           |           |  |  |           |           |   |  |           |           |   |  |           |          
|Basic(3)                                                                                                     |                                                                        |                                       | 1.79      |           |  |         | 2.75      |           |   |      | 1.57      |           |  |  | 0.74      |           |   |  | 0.13      |           |   |  | 0.15      |          
|Diluted(3)                                                                                                   |                                                                        |                                       | 1.67      |           |  |         | 2.57      |           |   |      | 1.57      |           |  |  | 0.74      |           |   |  | 0.13      |           |   |  | 0.15      |          
|Cash dividends declared per share(4)                                                                         |                                                                        |                                       | 3.23      |           |  |         | 0.95      |           |   |      | 1.17      |           |  |  | 1.09      |           |   |  | 1.10      |           |   |  | 1.29      |          






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Certain amounts in prior periods have been
    reclassified to conform to the current presentation. See
    Note 41 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 U.S.$1.00 =
    0.8499 on
    May 30, 2003. For information regarding the historical
    rates of exchange between the drachma 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 has
    given effect to 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) | The Group reclassified certain employee benefit
    plans from defined benefit plans to defined contribution plans.
    See Note 38 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,
|                                                                               |                                            |                        
|                                                                               |                                            | 1998(1)                 |            | 1999(1)    |         | 2000(1) |            | 2001(1)    |           | 2002 |            | 2002(2)   
|                                                                               |                                            |                         |            |            |         |         |            |            |           |      |            |           
|                                                                               |                                            | EUR                     |            | EUR        |         | EUR     |            | EUR        |           | EUR  |            | U.S.$     
|                                                                               |                                            |                        
|                                                                               |                                            | (in thousands)         
|CONSOLIDATED BALANCE SHEET DATA                                                |                                            |                         |            |            |         |         |            |            |           |      |            |            |           |  |            |            |           |  |            |            |           |  |            |           
|ASSETS                                                                         |                                            |                         |            |            |         |         |            |            |           |      |            |            |           |  |            |            |           |  |            |            |           |  |            |           
|Cash and due from banks                                                        |                                            |                         | 502,621    |            |         |         | 1,770,715  |            |           |      | 1,241,236  |            |           |  | 1,296,306  |            |           |  | 764,512    |            |           |  | 899,525    |           
|Obligatory deposits with central bank                                          |                                            |                         | 5,918,838  |            |         |         | 5,586,515  |            |           |      | 4,436,100  |            |           |  | 851,819    |            |           |  | 203,036    |            |           |  | 238,892    |           
|Federal funds sold and securities purchased under
    agreements to resell     |                                            |                         | 21,781     |            |         |         | 145,969    |            |           |      | 1,774,536  |            |           |  | 2,121,388  |            |           |  | 4,744,943  |            |           |  | 5,582,900  |           
|Interest bearing deposits with banks                                           |                                            |                         | 5,811,117  |            |         |         | 3,409,294  |            |           |      | 5,546,362  |            |           |  | 7,550,807  |            |           |  | 5,486,932  |            |           |  | 6,455,924  |           
|Money market investments                                                       |                                            |                         | 148,496    |            |         |         | 155,237    |            |           |      | 130,031    |            |           |  | 179,984    |            |           |  | 125,448    |            |           |  | 147,602    |           
|Trading Assets                                                                 |                                            |                         | 7,061,993  |            |         |         | 10,226,497 |            |           |      | 13,632,153 |            |           |  | 15,372,091 |            |           |  | 15,278,098 |            |           |  | 17,976,210 |           
|Securities:                                                                    |                                            |                         |            |            |         |         |            |            |           |      |            |            |           |  |            |            |           |  |            |            |           |  |            |           
|                                                                               | Available-for-sale, at fair value          |                         |            | 2,991,933  |         |         |            | 2,837,406  |           |      |            | 2,864,276  |           |  |            | 3,494,516  |           |  |            | 3,843,962  |           |  |            | 4,522,806  |          
|                                                                               | Held-to-maturity, at amortized cost        |                         |            | 5,269,015  |         |         |            | 5,360,276  |           |      |            |           |           |  |            |           |           |  |            |           |           |  |            |           |          
|Loans                                                                          |                                            |                         | 11,787,216 |            |         |         | 14,407,560 |            |           |      | 17,518,373 |            |           |  | 20,346,565 |            |           |  | 20,631,325 |            |           |  | 24,274,817 |           
|Less: Allowance for loan losses                                                |                                            |                         | (829,884   | )          |         |         | (798,008   | )          |           |      | (973,211   | )          |           |  | (1,014,927 | )          |           |  | (1,011,145 | )          |           |  | (1,189,713 | )         
|                                                                               |                                            |                         |            |            |         |         |            |            |           |      |            |            |           |  |            |            |           |  |            |            |           |  |            |           
|                                                                               | Net loans                                  |                         |            | 10,957,332 |         |         |            | 13,609,552 |           |      |            | 16,545,162 |           |  |            | 19,331,638 |           |  |            | 19,620,180 |           |  |            | 23,085,104 |          
|Summary other assets(3)                                                        |                                            |                         | 3,117,957  |            |         |         | 3,497,483  |            |           |      | 3,646,355  |            |           |  | 4,742,116  |            |           |  | 5,179,106  |            |           |  | 6,093,736  |           
|                                                                               |                                            |                         |            |            |         |         |            |            |           |      |            |            |           |  |            |            |           |  |            |            |           |  |            |           
|Total Assets                                                                   |                                            |                         | 41,801,083 |            |         |         | 46,598,944 |            |           |      | 49,816,211 |            |           |  | 54,940,665 |            |           |  | 55,246,217 |            |           |  | 65,002,699 |           
|                                                                               |                                            |                         |            |            |         |         |            |            |           |      |            |            |           |  |            |            |           |  |            |            |           |  |            |           
|LIABILITIES AND SHAREHOLDERS
    EQUITY                                       |                                            |                         |            |            |         |         |            |            |           |      |            |            |           |  |            |            |           |  |            |            |           |  |            |           
|Total deposits                                                                 |                                            |                         | 33,810,116 |            |         |         | 37,866,445 |            |           |      | 38,739,624 |            |           |  | 41,318,265 |            |           |  | 40,288,833 |            |           |  | 47,403,841 |           
|Central bank borrowings                                                        |                                            |                         | 1,930,474  |            |         |         | 280,710    |            |           |      | 80,018     |            |           |  | 70,526     |            |           |  | 6,804      |            |           |  | 8,006      |           
|Federal funds purchased and securities sold under
    agreements to repurchase |                                            |                         | 816,933    |            |         |         | 2,209,385  |            |           |      | 4,826,371  |            |           |  | 6,387,482  |            |           |  | 8,278,892  |            |           |  | 9,740,944  |           
|Long-term debt                                                                 |                                            |                         | 212,076    |            |         |         | 252,954    |            |           |      | 261,975    |            |           |  | 265,327    |            |           |  | 813,947    |            |           |  | 957,690    |           
|Mandatorily convertible bond issue                                             |                                            |                         | 179,912    |            |         |         | 119,941    |            |           |      |           |            |           |  |           |            |           |  |           |            |           |  |           |           
|Summary other Liabilities(4)                                                   |                                            |                         | 4,274,900  |            |         |         | 4,157,712  |            |           |      | 4,540,834  |            |           |  | 5,541,234  |            |           |  | 4,620,578  |            |           |  | 5,436,572  |           
|                                                                               |                                            |                         |            |            |         |         |            |            |           |      |            |            |           |  |            |            |           |  |            |            |           |  |            |           
|Total Liabilities                                                              |                                            |                         | 41,224,411 |            |         |         | 44,887,147 |            |           |      | 48,448,822 |            |           |  | 53,582,834 |            |           |  | 54,009,054 |            |           |  | 63,547,053 |           
|                                                                               |                                            |                         |            |            |         |         |            |            |           |      |            |            |           |  |            |            |           |  |            |            |           |  |            |           
|SHAREHOLDERS EQUITY                                                           |                                            |                         |            |            |         |         |            |            |           |      |            |            |           |  |            |            |           |  |            |            |           |  |            |           
|Common stock                                                                   |                                            |                         | 602,583    |            |         |         | 693,250    |            |           |      | 998,048    |            |           |  | 1,026,362  |            |           |  | 1,043,419  |            |           |  | 1,227,687  |           
|Additional paid-in capital                                                     |                                            |                         | 292,293    |            |         |         | 956,023    |            |           |      | 609,341    |            |           |  | 368,555    |            |           |  | 408,058    |            |           |  | 480,121    |           
|Accumulated other comprehensive income/(loss)                                  |                                            |                         | 75,495     |            |         |         | 58,726     |            |           |      | (41,620    | )          |           |  | (31,851    | )          |           |  | (89,408    | )          |           |  | (105,197   | )         
|Treasury stock, at cost                                                        |                                            |                         | (173,470   | )          |         |         | (301,115   | )          |           |      | (692,428   | )          |           |  | (425,379   | )          |           |  | (421,035   | )          |           |  | (495,390   | )         
|Accumulated (deficit)/surplus                                                  |                                            |                         | (220,229   | )          |         |         | 304,913    |            |           |      | 494,048    |            |           |  | 420,144    |            |           |  | 296,129    |            |           |  | 348,425    |           
|                                                                               |                                            |                         |            |            |         |         |            |            |           |      |            |            |           |  |            |            |           |  |            |            |           |  |            |           
|                                                                               | Total Shareholders                        |                         |            |            |         |         |            |            |           |      |            |            |           |  |            |            |           |  |            |            |           |  |            |            |          
|                                                                               |                                            | Equity                  |            |            | 576,672 |         |            |            | 1,711,797 |      |            |            | 1,367,389 |  |            |            | 1,357,831 |  |            |            | 1,237,163 |  |            |            | 1,455,646 | 
|                                                                               |                                            |                         |            |            |         |         |            |            |           |      |            |            |           |  |            |            |           |  |            |            |           |  |            |           
|                                                                               | Total Liabilities and Shareholders Equity |                         |            | 41,801,083 |         |         |            | 46,598,944 |           |      |            | 49,816,211 |           |  |            | 54,940,665 |           |  |            | 55,246,217 |           |  |            | 65,002,699 |          
|                                                                               |                                            |                         |            |            |         |         |            |            |           |      |            |            |           |  |            |            |           |  |            |            |           |  |            |           






|    |                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Certain amounts in prior periods have been
    reclassified to conform to the current presentation. See
    Note 41 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 U.S.$1.00 =
    0.8499 on
    May 30, 2003. For information regarding the historical
    rates of exchange between the drachma 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



---



##### Table of Contents



|                                    |  |                         |        |      |  |      |       |      |  |      |       |  |  |  |       |  |  |  |      | 
|----------------------------------- |  | ----------------------- | ------ | ---- |  | ---- | ----- | ---- |  | ---- | ----- |  |  |  | ----- |  |  |  | ---- | 
|                                    |  |                        
|                                    |  | Year ended December 31,
|                                    |  |                        
|                                    |  | 1998                    |        | 1999 |  | 2000 |       | 2001 |  | 2002
|                                    |  |                         |        |      |  |      |       |      |  |     
|                                    |  |                        
|                                    |  | (%)                    
|SELECTED FINANCIAL RATIOS           |  |                         |        |      |  |      |       |      |  |      |       |  |  |  |       |  |  |  |      | 
|Return on assets(1)                 |  |                         | 0.86   |      |  |      | 1.38  |      |  |      | 0.79  |  |  |  | 0.41  |  |  |  | 0.23 | 
|Return on equity(2)                 |  |                         | 100.54 |      |  |      | 56.23 |      |  |      | 24.21 |  |  |  | 15.04 |  |  |  | 9.78 | 
|Average equity to average assets(3) |  |                         | 0.85   |      |  |      | 2.43  |      |  |      | 3.25  |  |  |  | 2.70  |  |  |  | 2.40 | 






|    |                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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:



| |   |                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------
| |  | net profits for the year; 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 net
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 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 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 to waive this dividend payment at a General
Meeting. Undistributed dividends must then be transferred under a

8



---



##### Table of Contents



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.

On April 24, 2002, at the Banks
General Meeting, the Banks shareholders approved the
distribution of a cash dividend in the amount of
1.10 per share
with respect to the year ended December 31, 2001. 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.

The following table sets forth the actual
dividends declared by the Bank for the periods and the dividends
as a percentage of previous years net income distributed
according to 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 U.S.$(2)  |  | to dividend     |      | distributed
|                        |  |              |                  |              |  |                 |      |            
|1998                    |  |              | 3.23 (GRD 1,100) |              |  |                 | 3.80 |             |  |  | 117,409,734 |  |  |  | 64.5 | 
|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 |             |  |  | 228,080,452 |  |  |  | 38.7 | 
|2003, through June 15   |  |              | 0.45             |              |  |                 | 0.53 |             |  |  | 231,870,986 |  |  |  | 35.2 | 






|    |                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The dividends per share for the years ended
    December 31, 1998, 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 U.S.$1.00 =
    0.8499 on
    May 30, 2003.                                                                                 

The number of shares entitled to receive
dividends in year 2001 does 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 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.

9



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##### Table of Contents



D.  Risk Factors

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 12.2% of the issued share
capital of the Bank, as at June 9, 2003. This represents a
considerable increase in the Hellenic Republics percentage
of control of the Banks issued share capital compared to
4.5% as at May 31, 2002. This increase is attributable
principally to the transfer of 12,658,079 NBG shares held by the
Postal Savings Bank and 5,000,000 NBG shares held by the Deposit
and Loans Fund to the Hellenic Republic, through DEKA, on
December 23, 2002 and April 4, 2002 respectively.

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 20.9% of the issued share capital of
the Bank. In the future, the Hellenic Republic and these certain
state-related entities could control, directly or indirectly, up
to 39.4% of our issued share capital, assuming the repurchase by
the Hellenic Republic of an additional 16,016,749
shares  or 6.3% of issued share capital 
from Hellenic Finance S.C.A. pursuant to a put option agreement,
which option is expected to be exercised on July 15, 2003
and assuming no further unforeseen acquisitions or dispositions
of shares by the Hellenic Republic or state-related entities and
no further changes in the Banks share capital. 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. Greek
government elections are scheduled to take place no later than
May 2004.

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;

10



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##### Table of Contents





| |   |                                                                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | instituting new credit approval and monitoring
    procedures at the Bank to enable the Group to improve its mix of
    assets;                                                                                                                             
|
| |  | 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 retirement benefits, including medical benefits,
under various pension 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 38 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.

11



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##### Table of Contents



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 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 2002, the Bank made a total of 257 new hirings,
while another 179 employees were transferred to the Bank as a
result of the absorption of ETEBA and BNG France. During the
year, 923 individuals retired from the Bank, of whom 725 took
advantage of an incentivized voluntary retirement scheme that
was offered during the year. As a result, the total staff of the
Bank was reduced by 487 employees (or 3.2% of the
Banks total staff). In addition, staff in our
international subsidiaries was reduced by 610 during 2002,
attributable principally to incentivized voluntary retirement
schemes. However, 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 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, although this 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. 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.

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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 6.6% of our total
loan portfolio as at December 31, 2002. Our level 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 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 economies 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 have
been adversely affected by the political instability in the
region and the resulting economic downturn. As at
December 31, 2002, 68.5% of our loan portfolio in that
country is classified as non-performing and we have taken
allowances for approximately 48.2% of the total portfolio of
Stopanska Banka, our subsidiary in that country. 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. 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.

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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 Stock Exchange (which is referred to in this
Annual Report as the ASE) 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 value of the Banks ADRs.
Additionally, cash dividends on the Banks shares are paid
in euro with effect from 2002 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 dropped by approximately 11.0% between its
inception on January 1, 1999 and December 31, 2002.
Subsequently, the euro has appreciated against the
U.S. dollar by approximately 13.9% to May 30, 2003.
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 Athens Stock Exchange is Less Liquid Than
Other Major Exchanges

The principal trading market for the Banks
shares is the ASE. The ASE 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 ASE. In
2002, average daily trading value on the ASE was approximately
100 million,
while in the first five months of 2003 it was approximately
85 million.

At December 31, 2002, the aggregate market
capitalization of all shares listed on the ASE was approximately
66 billion.
The market capitalization of the Banks shares listed on
the ASE on that date was
3.1 billion,
representing approximately 4.7% of the capitalization of all
companies listed on the ASE. 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;                      
|
| |  | 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 highly
volatile. For example, during the period from January 1,
2002, through December 31, 2002, the ASE Composite Index
declined by 33.4%. Additionally, for the period from
January 1, 2003 to March 31, 2003, the same index
declined by 16.1% although since then it surpassed the December
2002 levels by approximately 10%. Investors may not be able to
trade large amounts of shares during or following periods of
volatility.

14



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##### Table of Contents



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 take 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 will 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 were required to take additional provisions or reserves,
including those resulting from the proposed New Basle Capital
Accord (discussed below), this could adversely affect our
results of operations, as could other unforeseen regulatory
changes.

We May Incur Costs and Increased Capital
Requirements as a Result of our Transition from Greek GAAP to
International Financial Reporting Standards

Greek Law 2992/2002, enacted in March 2002,
requires Greek companies that are listed on the Athens Stock
Exchange, such as NBG, to prepare financial statements in
accordance with International Financial Reporting Standards
(also known as IFRS). This requirement will take
effect from a date yet to be specified by a ministerial decision
but which is expected to be not later than the end of 2005.
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. In addition, under IFRS, it is expected that
the Bank will be required to materially increase its capital
base to meet capital adequacy requirements.

Our Capital 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 consultive 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 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 2003 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
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 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

15



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##### Table of Contents



their existing ownership percentages. These
preemptive rights are generally transferrable during the
subscription period for the related offering and may be quoted
on the ASE.


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
ASE 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 162 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 obliged 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 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 to 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

16



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##### Table of Contents



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 65.0% of Stopanska Banka
a.d. (which we refer to in this Annual Report as Stopanska
Banka) in the former Yugoslav Republic of Macedonia and
89.9% of United Bulgarian Bank (also referred to in this Annual
Report as UBB), the second largest bank in Bulgaria
in terms of assets, during the course of 2000. This could be
increased in the future by an additional 10.0% interest in UBB,
which is currently owned by the European Bank for Reconstruction
and Development, pursuant to a put option at a price previously
agreed in connection with the initial acquisition.

We also have expanded our operations in the
United States through several selective acquisitions. In May
2002, we acquired Yonkers Financial Corp., which specializes in
retail banking and mortgage loans, with nine branches in New
York State. The acquisition was made through Atlantic Bank of
New York, a subsidiary of the Bank, which paid a purchase price
of U.S.$67.3 million. The total cost of the acquisition,
including options held by employees and the employee share
option plan, was U.S.$69.6 million. Atlantic Bank of New
York anticipates that the acquisition of Yonkers Financial
Corporation will enable it to expand its customer base and
enhance its services to small- and medium-sized enterprises
(SMEs). This acquisition follows 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 fulfil
its mission.

In line with our strategy of expanding
opportunistically in the Balkans, we are currently in the
process of evaluating the possible terms and conditions under
which an acquisition of Banca Romaneasca could be successfully
completed. We do not expect this process to have been completed
before the end of July 2003. Banca Romaneasca is a bank with 23
branches in Romania that specializes in retail banking and
servicing SMEs. As at December 31, 2002, Banca Romaneasca
had approximately
140.0 million
in assets.

The table below sets out the Banks
principal items of capital expenditure for 2000, 2001 and 2002.

|                                                          |  |                         |         |      |  |      |         |  |  |  |         |    
|--------------------------------------------------------- |  | ----------------------- | ------- | ---- |  | ---- | ------- |  |  |  | ------- | ---
|                                                          |  |                        
|                                                          |  | Year ended December 31,
|                                                          |  |                        
|Type of Capital Expenditure                               |  | 2000                    |         | 2001 |  | 2002
|                                                          |  |                         |         |      |  |     
|                                                          |  |                        
|                                                          |  | (EUR in thousands)     
|Interests in other companies                              |  |                         | 322,304 | (1)  |  |      | 3,868   |  |  |  | 28,198  | (2)
|Information technology and other electronic
    equipment |  |                         | 48,801  |      |  |      | 56,299  |  |  |  | 25,263  |    
|Furniture, fixtures and fittings                          |  |                         | 2,609   |      |  |      | 9,001   |  |  |  | 3,817   |    
|Other capital expenditures(3)                             |  |                         | 30,547  |      |  |      | 45,899  |  |  |  | 53,137  |    
|                                                          |  |                         |         |      |  |      |         |  |  |  |         |    
|Total                                                     |  |                         | 404,261 |      |  |      | 115,067 |  |  |  | 110,415 |    
|                                                          |  |                         |         |      |  |      |         |  |  |  |         |    






|    |                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Principally representing the acquisitions of
    Stopanska Banka and UBB.                                                                                                                                                    
|   
|(2) | This amount mainly concerns participations in
    share capital increases.                                                                                                                                                   
|   
|(3) | 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.

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 and Yonkers Financial Corporation in May 2002,
all of our principal capital expenditures during the past three
financial years were, and those budgeted for 2003 are, domestic
in nature. No third-party financing was, or is expected to be,
required in relation to these acquisitions or any of our other
capital expenditures.

17



---



##### Table of Contents



Also, as part of a strategy to streamline our
operations, significant disposals of non-core assets started 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                       |  | 1997              |      | 1998 |  | 1999 |       | 2000 |  | 2001 |       | 2002
|                    |  |                                       |  |                   |      |      |  |      |       |      |  |      |       |     
|                    |  |                                       |  |                  
|                    |  |                                       |  | (EUR in millions)
|Investments(1)      |  | The Bank, ETEBA and Ethniki Kefalaiou |  |                   | 91.9 |      |  |      | 112.1 |      |  |      | 308.1 |      |  |  | 66.3 |  |  |  | 12.0  |  |  |  |     | 
|Real Estate(2)      |  | The Bank and Ethniki Kefalaiou        |  |                   | 28.5 |      |  |      | 30.5  |      |  |      | 67.5  |      |  |  | 56.3 |  |  |  | 104.5 |  |  |  | 45.0 | 






|    |                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Disposals exceeding
    3 million
    were in the following sectors: cement, chemical, metallurgical,
    hotels, investment companies and banking in 1997; banking,
    cement and transportation in 1998; 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.
|   
|(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 2002 financial year or the
current financial year, as at the date of this Annual Report.
Moreover, we have not made a public takeover offer for any
company during the same period, other than the tender offer for
the 25.3% of ETEBA, our investment banking subsidiary, that was
publicly held on the Athens Stock Exchange. ETEBA was
subsequently merged into the Bank in December 2002.

B.  Business Overview

Introduction

The NBG Group is the largest financial group in
Greece. 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 86.8% of our total assets as at
December 31, 2002.

The Banks deposits and other liabilities to
customers and financial institutions, as measured under
U.S. GAAP, represent 86.3% of our total liabilities as at
December 31, 2002. While the Bank conducts most of our
banking activities, it is supported by six overseas banking
subsidiaries, including Stopanska Banka and United Bulgarian
Bank. 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 example, in May 2002 we acquired Yonkers Financial
Corporation, a NASDAQ-listed retail and mortgage lending bank
with nine branches in New York State.

18



---



##### Table of Contents



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     |       |            |  |                  |           |    
|                                    |  |            |            |     |  |            |       |     |  |            |           |     |  | Non        |       |     |  | Non        |           |     |  | before     |       | Income     |  | Depreciation and |           |    
|                                    |  | Total      |            |     |  | Interest   |       |     |  | Interest   |           |     |  | interest   |       |     |  | interest   |           |     |  | taxes and  |       | tax        |  | amortization     |           |    
|                                    |  | Assets     |            | (%) |  | income     |       | (%) |  | expense    |           | (%) |  | income     |       | (%) |  | expense    |           | (%) |  | minority   |       | expense    |  | 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, 2000                   |  |            |            |     |  |            |       |     |  |            |           |     |  |            |       |     |  |            |           |     |  |            |       |            |  |                  |           |     |  |  |       |   |  |  |           |  |  |  |       |  |  |  |          |   |  |  |          |   |  |  |         |  |  |  |       | 
|Banking  Greek                     |  |            | 35,000,043 |     |  |            | 70.3  |     |  |            | 2,459,832 |     |  |            | 73.0  |     |  |            | 2,032,862 |     |  |            | 83.2  |            |  |                  | 758,758   |     |  |  | 50.7  |   |  |  | 872,084   |  |  |  | 50.4  |  |  |  | 314,874  |   |  |  | (263,196 | ) |  |  | 80,634  |  |  |  | 65.7  | 
|Banking  Foreign                   |  |            | 11,406,609 |     |  |            | 22.9  |     |  |            | 712,643   |     |  |            | 21.1  |     |  |            | 309,163   |     |  |            | 12.7  |            |  |                  | 143,650   |     |  |  | 9.6   |   |  |  | 176,505   |  |  |  | 10.1  |  |  |  | 342,032  |   |  |  | (43,266  | ) |  |  | 19,287  |  |  |  | 15.7  | 
|Investment Banking                  |  |            | 1,352,329  |     |  |            | 2.7   |     |  |            | 140,728   |     |  |            | 4.2   |     |  |            | 99,399    |     |  |            | 4.1   |            |  |                  | 66,731    |     |  |  | 4.5   |   |  |  | 40,114    |  |  |  | 2.3   |  |  |  | 35,119   |   |  |  | 2,820    |   |  |  | 4,654   |  |  |  | 3.8   | 
|Global Investment & Private Banking |  |            | 60,440     |     |  |            | 0.1   |     |  |            | 959       |     |  |            | 0.0   |     |  |            | 1         |     |  |            | 0.0   |            |  |                  | 47,271    |     |  |  | 3.2   |   |  |  | 3,674     |  |  |  | 0.2   |  |  |  | 45,028   |   |  |  | (7,824   | ) |  |  | 602     |  |  |  | 0.5   | 
|Investment Activities               |  |            | 423,032    |     |  |            | 0.9   |     |  |            | 7,798     |     |  |            | 0.2   |     |  |            | 7         |     |  |            | 0.0   |            |  |                  | (160,909  | )   |  |  | (10.8 | ) |  |  | 10,897    |  |  |  | 0.6   |  |  |  | (165,059 | ) |  |  | (5,626   | ) |  |  | 2,163   |  |  |  | 1.8   | 
|Insurance                           |  |            | 1,107,328  |     |  |            | 2.2   |     |  |            | 41,077    |     |  |            | 1.2   |     |  |            |          |     |  |            | 0.0   |            |  |                  | 548,764   |     |  |  | 36.7  |   |  |  | 580,141   |  |  |  | 33.1  |  |  |  | 9,189    |   |  |  | 434      |   |  |  | 5,635   |  |  |  | 4.6   | 
|Other  Greek(1)                    |  |            | 458,988    |     |  |            | 0.9   |     |  |            | 8,402     |     |  |            | 0.3   |     |  |            | 1,093     |     |  |            | 0.0   |            |  |                  | 91,736    |     |  |  | 6.1   |   |  |  | 58,289    |  |  |  | 3.3   |  |  |  | (5,289   | ) |  |  | (4,164   | ) |  |  | 9,661   |  |  |  | 7.9   | 
|Other  Foreign                     |  |            | 7,442      |     |  |            | 0.0   |     |  |            | 449       |     |  |            | 0.0   |     |  |            | 64        |     |  |            | 0.0   |            |  |                  | 39        |     |  |  | 0.0   |   |  |  | 393       |  |  |  | 0.0   |  |  |  |         |   |  |  |         |   |  |  | 41      |  |  |  | 0.0   | 
|                                    |  |            |            |     |  |            |       |     |  |            |           |     |  |            |       |     |  |            |           |     |  |            |       |            |  |                  |           |     |  |  |       |   |  |  |           |  |  |  |       |  |  |  |          |   |  |  |          |   |  |  |         |  |  |  |       | 
|Total                               |  |            | 49,816,211 |     |  |            | 100.0 |     |  |            | 3,371,888 |     |  |            | 100.0 |     |  |            | 2,442,589 |     |  |            | 100.0 |            |  |                  | 1,496,040 |     |  |  | 100.0 |   |  |  | 1,742,097 |  |  |  | 100.0 |  |  |  | 575,894  |   |  |  | (320,822 | ) |  |  | 122,677 |  |  |  | 100.0 | 
|                                    |  |            |            |     |  |            |       |     |  |            |           |     |  |            |       |     |  |            |           |     |  |            |       |            |  |                  |           |     |  |  |       |   |  |  |           |  |  |  |       |  |  |  |          |   |  |  |          |   |  |  |         |  |  |  |       | 
|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 | 
|                                    |  |            |            |     |  |            |       |     |  |            |           |     |  |            |       |     |  |            |           |     |  |            |       |            |  |                  |           |     |  |  |       |   |  |  |           |  |  |  |       |  |  |  |          |   |  |  |          |   |  |  |         |  |  |  |       | 






|    |                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------
|(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. At
December 31, 2002, the last date for which such information
is available, approximately 33.0% of all deposits with, and
approximately 21.1% of all loans made by, Greek commercial banks
(excluding specialized credit institutions) were held or made by
the Bank. During 2002, the Bank contributed approximately 98.5%
of the Groups consolidated net profits (before
extraordinary items) 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 14.0% duration-weighted participation in the
primary market while we handle approximately 17.7% of the volume
in the secondary market for Greek government securities and
approximately a 15.6% market share of Greek domestic
underwriting. At December 31, 2002, we had approximately
4.2 billion
in assets under management, making us one of the leaders 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 may be of
particular interest to them that are offered by various NBG
Group companies. For instance, our mortgage customers are
informed of our insurance products, through which they may
choose to 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 such customers purchases of consumer
goods. We have also entered into contractual arrangements with
mobile telephone 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
ASE. Moreover, in keeping with our commitment to 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 service 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, 2002, there were 41 domestic and foreign
banks and other credit institutions operating in Greece.
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 six banks, which are
controlled, directly or indirectly, by the Hellenic Republic.
These comprise NBG, Commercial Bank of Greece (also known as
Emporiki Bank), General 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
Commercial 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
Athens Stock Exchange listed industrial development bank in
which the Hellenic Republic previously owned a majority
interest. Additionally, a portion of the States indirect
shareholding of General Hellenic Bank was sold to private
investors in April 1998. The Bank of Macedonia-Thrace was
formerly state-controlled as well 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
Commercial 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 15 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 acquired Telesis Bank in September 2001. 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 ASE, in March 2002. ETBA will be merged entirely
into the Piraeus Group in 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, Aspis Bank and ETBA 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 competitor 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 18 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
Citibank, HSBC, Hellenic Bank (a Cypriot bank) and Bank of
Cyprus. Most of their businesses have focused upon treasury
operations and large corporate lending. With the exception of
the banks mentioned above, the majority of foreign banks
operating in Greece have not been involved in retail banking
services.

Competition

Domestic universal banks (excluding specialized
credit institutions) control approximately 83.6% of total assets
in the Greek banking sector, amounting in total to
162.2 billion
at December 31, 2002, 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 9.0% of
Greek banking assets at that date, while specialized
institutions have a market share of approximately 7.5%,
according to the same source.


According to internal analysis of publicly
available information, state-controlled universal banks control
approximately 53.7% of the Greek universal banks total
assets as at December 31, 2002. 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 to be established in Greece which have the ability
to extend credit to consumers in connection with purchases of
consumer goods. 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, 2002, excluding all
specialized credit institutions, according to our own internal
analysis of published financial statements:

|                            |  |                              |       |       |  |          |       |  |  |  |       | 
|--------------------------- |  | ---------------------------- | ----- | ----- |  | -------- | ----- |  |  |  | ----- | 
|                            |  |                             
|                            |  | Year ended December 31, 2002
|                            |  |                             
|Bank(1)                     |  | Assets                       |       | Loans |  | Deposits
|                            |  |                              |       |       |  |         
|                            |  |                             
|                            |  | (%)                         
|National Bank of Greece     |  |                              | 30.3% |       |  |          | 21.1% |  |  |  | 33.0% | 
|Alpha Bank                  |  |                              | 16.8% |       |  |          | 18.3% |  |  |  | 17.0% | 
|EFG Eurobank Ergasias       |  |                              | 14.4% |       |  |          | 15.0% |  |  |  | 13.2% | 
|Agricultural Bank of Greece |  |                              | 10.4% |       |  |          | 13.9% |  |  |  | 10.3% | 
|Commercial Bank of Greece   |  |                              | 10.2% |       |  |          | 11.7% |  |  |  | 10.5% | 
|Piraeus Group               |  |                              | 9.4%  |       |  |          | 9.8%  |  |  |  | 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,
2002, the last date for which such information is currently
available, according to our internal analysis of publicly
available information:

|                                  |          |                              |         |         |  |          |         |        |  |  |         |         | 
|--------------------------------- | -------- | ---------------------------- | ------- | ------- |  | -------- | ------- | ------ |  |  | ------- | ------- | 
|                                  |          |                             
|                                  |          | Year ended December 31, 2002
|                                  |          |                             
|                                  |          | Assets                       |         | Loans   |  | Deposits
|                                  |          |                              |         |         |  |         
|                                  |          |                             
|                                  |          | (EUR in millions)           
|Universal Banks                   |          |                              |         |         |  |          |         |        |  |  |         |        
|                                  | Domestic |                              |         | 162,190 |  |          |         | 86,159 |  |  |         | 125,695 | 
|                                  | Foreign  |                              |         | 17,367  |  |          |         | 9,728  |  |  |         | 10,134  | 
|                                  |          |                              |         |         |  |          |         |        |  |  |         |        
|Total                             |          |                              | 179,557 |         |  |          | 95,887  |        |  |  | 135,829 |        
|Other credit institutions(1)      |          |                              | 14,489  |         |  |          | 4,158   |        |  |  | 11,138  |        
|                                  |          |                              |         |         |  |          |         |        |  |  |         |        
|Total                             |          |                              | 194,046 |         |  |          | 100,045 |        |  |  | 146,967 |        
|                                  |          |                              |         |         |  |          |         |        |  |  |         |        
|The Bank as a percentage of Total |          |                              | 25.3    | %       |  |          | 18.1    | %      |  |  | 28.2    | %      
|                                  |          |                              |         |         |  |          |         |        |  |  |         |        






|    |                                                                                   
|--- | ----------------------------------------------------------------------------------
|(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. At
December 31, 2002, approximately 76.7% of our total assets
were domestic banking-related assets. The Bank conducts the
majority of the Groups banking activities in Greece. At
December 31, 2002, total gross loans (including advances)
extended by the Bank domestically stood at
15,482 million,
a 1.5% increase over the corresponding figure at
December 31, 2001. The Banks domestic operations,
including ETEBA which was merged into the Bank in 2002,
accounted for 75.0% of the Groups total lending activities
at December 31, 2002.

22



---



##### 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, 2002:

|                         |  |              |        |          |  |              |       |       |  |  |        |  |  |  |       | 
|------------------------ |  | ------------ | ------ | -------- |  | ------------ | ----- | ----- |  |  | ------ |  |  |  | ----- | 
|                         |  |              |        |         
|                         |  | Loans        |        | Deposits
|                         |  |              |        |         
|                         |  |              |        | % of     |  |              |       | % of 
|                         |  | Amount       |        | Total    |  | Amount       |       | Total
|                         |  |              |        |          |  |              |       |      
|                         |  | (EUR         |        |          |  | (EUR         |       |      
|                         |  | in millions) |        |          |  | in millions) |       |      
|Commercial and Retail(1) |  |              | 14,258 |          |  |              | 69.4  |       |  |  | 31,125 |  |  |  | 89.6  | 
|Public Sector(2)         |  |              | 1,224  |          |  |              | 6.0   |       |  |  | 1,391  |  |  |  | 4.0   | 
|Interbank                |  |              | 5,057  |          |  |              | 24.6  |       |  |  | 2,216  |  |  |  | 6.4   | 
|                         |  |              |        |          |  |              |       |       |  |  |        |  |  |  |       | 
|Total                    |  |              | 20,539 |          |  |              | 100.0 |       |  |  | 34,732 |  |  |  | 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, 2000 through December 31, 2002.

Loans

(BAR GRAPH OF LOANS)

Deposits

(BAR GRAPH OF DEPOSITS)

23



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##### Table of Contents



Approximately 16.0% of total deposits and 6.0% of
total loans of the Banks domestic operations at
December 31, 2002 were in currencies other than the euro,
or, until March 1, 2002, the drachma as a denomination of
the euro.

Distribution Channels

As at December 31, 2002, the Bank operated
through 599 branches (including one private banking unit and
nine specialized banking units that deal exclusively with
troubled and non-performing loans) throughout Greece. At that
date, the Banks branches accounted for approximately 18.9%
of all branches of banks in Greece, excluding specialized credit
institutions. The Bank had 1,074 ATMs at December 31, 2002,
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 450
additional ATMs by the end of 2003. The Bank has a further 38
temporary, seasonal units to provide services to tourist
destinations, plus seven 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 in 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. Nearly 43.1% 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, thus improving 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 210 full
banking branches and 125 retail banking branches on this new
banking model and expect, during the course of 2003,
approximately 160 additional branches will be similarly
reconfigured. As a complement to our branch reorganization
program, we are further developing our alternative distribution
channels, including internet banking. As at December 31,
2002, we had approximately 25,550 registered internet banking
clients, more than doubling our internet client base since that
date in 2001.

The Bank participates in DIAS Interbanking
Systems S.A., which currently has 36 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 2.6 million ATM cards active for
use in both its own distribution network and the DIAS network.
It also operates approximately 43,000 point of sale (POS) system
terminals in Greece at which its debit cards are accepted, of
which the Bank installed approximately 18,800 during the course
of 2001 and approximately 12,500 during the course of 2002. The
Bank plans to install approximately 10,000 additional POS
terminals during the course of 2003.

Commercial banking

General

The Bank has the largest commercial loan
portfolio among all banks in Greece, with approximately 33,000
corporate clients, 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.

24



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##### Table of Contents



Lending activities

The Bank lends to all sectors of the economy. At
December 31, 2002, domestic commercial lending (including
to the public sector) accounted for 49.7%, or
7,691 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 10.7% of its total domestic loan
portfolio as at December 31, 2002. The Bank has several
clients to which it has lent significant amounts; its ten
largest individual performing loan exposures totaled
1,593 million
at December 31, 2002, and account for approximately 20.7%
of the Banks total domestic commercial loan portfolio. The
Bank has recently 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. At December 31, 2001 and 2002, the Bank had
outstanding letters of credit and guarantees amounting in
aggregate to
2.01 billion
and
2.15 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
following the most recent interest rate cuts on January 1,
2001, May 14, 2001, September 24, 2001,
November 26, 2001, May 20, 2002, December 10,
2002, March 17, 2003 and June 12, 2003.

|                                       |  |            |         |         |  |               |            |              |  |         |            |              |  |           |            |          |  |  |            |  |  |  |            |  |  |  |            |  |  |  |           | 
|-------------------------------------- |  | ---------- | ------- | ------- |  | ------------- | ---------- | ------------ |  | ------- | ---------- | ------------ |  | --------- | ---------- | -------- |  |  | ---------- |  |  |  | ---------- |  |  |  | ---------- |  |  |  | --------- | 
|                                       |  | As at      |         | As at   |  | As at         |            | As at        |  | As at   |            | As at        |  | As at     |            | As at   
|                                       |  | January 1, |         | May 14, |  | September 24, |            | November 26, |  | May 20, |            | December 10, |  | March 17, |            | June 12,
|Interest Rate on                       |  | 2001       |         | 2001    |  | 2001          |            | 2001         |  | 2002    |            | 2002         |  | 2003      |            | 2003    
|                                       |  |            |         |         |  |               |            |              |  |         |            |              |  |           |            |         
|Prime lending rate for working capital |  |            | 7.75%   |         |  |               | 7.50%      |              |  |         | 6.75%      |              |  |           | 6.50%      |          |  |  | 6.25%      |  |  |  | 6.00%      |  |  |  | 5.90%      |  |  |  | 5.75%     | 
|Prime lending rate for fixed assets    |  |            | 7.75%   |         |  |               | 7.50%      |              |  |         | 6.75%      |              |  |           | 6.50%      |          |  |  | 6.50%      |  |  |  | 6.25%      |  |  |  | 6.15%      |  |  |  | 6.00%     | 
|Variable rate Mortgages                |  |            | 6.25%   |         |  |               | 6.25%      |              |  |         | 5.85%      |              |  |           | 5.60%      |          |  |  | 5.60%      |  |  |  | 5.60%      |  |  |  | 5.60%      |  |  |  | 5.50%     | 
|Savings rate                           |  |            | 0%  4% |         |  |               | 0%  3.75% |              |  |         | 0%  3.00% |              |  |           | 0%  2.75% |          |  |  | 0%  2.25% |  |  |  | 0%  1.90% |  |  |  | 0%  1.70% |  |  |  | 0%  1.4% | 
|Personal loans                         |  |            | 10.75%  |         |  |               | 10.50%     |              |  |         | 10.20%     |              |  |           | 10.20%     |          |  |  | 10.20%     |  |  |  | 9.95%      |  |  |  | 9.95%      |  |  |  | 9.95%     | 
|Consumer loans                         |  |            | 10.25%  |         |  |               | 10.00%     |              |  |         | 9.50%      |              |  |           | 9.50%      |          |  |  | 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 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 in Holland 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.

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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. At December 31, 2002, outstanding
shipping loans were approximately
830.2 million,
which represents approximately 4.7% of the Banks total
loan portfolio and approximately 5.0% of the total market of
financing for Greek-controlled vessels, placing NBG in the third
position globally.

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 nearly one-fifth 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 the quality,
spread the 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, 2002,
12.1%, or
100.4 million,
of the Banks loans to the shipping sector were
non-performing. Non-performing loans to the shipping sector
accounted for approximately 8.5% of the Banks total
non-performing loans as at December 31, 2002, compared to
9.4% in 2001 and 12.9% in 2000. 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.

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 new approach has already 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.

26



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The following graph illustrates our estimated
market share in Greece for certain categories of retail banking
activities as at December 31, 2002, the latest date for
which official statistics are available. Management believes
that our market share in these areas has not altered
significantly to date, except with respect to funds under
management, which was 21.5% (based on publicly available
information) as at May 31, 2003.

The Groups Approximate Retail Market
Share in Greece at December 31, 2002

(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
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, large customer base and 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
permit the Bank to access the largest and most diverse depositor
base in Greece, providing it 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.

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
new Customer Relationship Administration system (also known as
CRA), which is currently operating with respect to
its mortgage and consumer loans segments, to improve
significantly 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

27



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##### Table of Contents



range of mutual funds and unit trust products
provided by Diethniki Mutual Fund Management S.A. See
 Mutual Funds, 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, personal
loans 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.
Consumer loans and credit card loans accounted for approximately
14.5% of the Banks domestic loan portfolio in 2002,
compared to approximately 5.5% of the Banks loan portfolio
in 1995.

Consumer Loans and Personal Loans

The Bank classifies retail loans in accordance
with the standards established by the Bank of Greece, the
central bank. A consumer loan is any loan of up to
25,000
undertaken to purchase specific consumer goods. A personal loan
is a general loan for up to
3,000 without a
specified purpose. Personal loans generally carry higher
interest rates than consumer 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.

The Banks domestic consumer lending
increased 315.5% from 1998 to 2002, from
541.2 million
to
2,248.4 million
as at December 31, 1998 and 2002, 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 vacation, 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 (maximum
3,000), 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.

Credit Cards

Despite intense competition, we continue to
maintain a leading position in the Greek credit card market. The
total number of our active credit cards outstanding at
December 31, 2002 was approximately 1,098,000 representing
a 26.9% increase over the same date in 2001. During 2002, we
signed new credit card acceptance agreements which resulted in a
net increase (after deducting those agreements that terminated
during the period) of approximately 6,700 businesses and other
outlets, bringing the total number of businesses which accept
our credit cards to approximately 140,000, as at
December 31, 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. The Bank issued approximately 159,000 Mastercards and
123,000 VISA cards during 2002 and the net increase, after
deducting those cards that were withdrawn during the period, was
approximately 233,000 cards. During the first four months of
2003, a further 66,000 VISA cards and 55,000 Mastercards have
been 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

28



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##### Table of Contents



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 held first place in
mortgage lending in Greece and has succeeded in maintaining its
leading position in the face of deregulation and intensifying
competition. We continue to develop and expand our distribution
channels, particularly in relation to mortgage products,
including recent initiatives to promote our mortgages through
construction companies and provide special mortgage offers to
employees of companies that keep their payroll accounts through
the Bank. At December 31, 2002, the Banks outstanding
mortgage loans amounted to
5,640 million,
compared to
4,613 million
at the same date in 2001. We estimate that at the end of 2002,
our market share was approximately 26.6%.

Over the past 12 months, a number of new
mortgage products were introduced, including Ethnohousing
Privilege  an indexed loan based on the
European Central Banks base rate plus a margin of between
1.5%-3.0%, depending on the creditworthiness of the prospective
client. This new product is aimed at high net worth customers
and is offered for loans in excess of
60,000. More
recently, Ethnohousing 1 Subsidized by the Greek
State was introduced. 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 by the Hellenic Republic (for example, loans to Greek
expatriates and loans for victims of natural disasters), for
which the maturity is normally limited to 15 years.

Mortgage loan applications from all branches are
funneled to the pertinent processing department of the Mortgage
Credit Division for approval to ensure that uniform criteria are
applied to all mortgage applications.

Over the last year, the mortgage approval process
has improved in terms of speed and efficiency through the
processing of applications electronically and the use of credit
scoring cards. The introduction of versatile and user-friendly
loan processing and monitoring system (known as
IRIS) in late 2001 has also greatly facilitated both
the credit approval process and the close 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 intensify 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 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 inception, the Trade Credit division
has launched new lending products for small business enterprises
and professionals, including the Open Professional
Plan, offering a facility to borrow up to 100% of total
annual turnover through a revolving credit limit. Additionally,
Trade Credit 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, 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 at December 31, 1995 to
approximately 6.6% of total loans at

29



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##### Table of Contents



December 31, 2002. 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;                    
|
| |  | custodian services; and             
|
| |  | private banking.                    

The provision of capital markets and advisory
services in Greece experienced rapid growth in recent years
through 1999, but experienced significant negative growth in
2000, 2001 and throughout 2002, corresponding to weakness in the
capital markets in Greece and other global markets. This market
sector 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.                    

30



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In recent years, the Bank has increased its
market share in capital markets activities, particularly with
regard to public offering activity. The Bank acted as a global
coordinator and lead manager in Greece in all four Hellenic
Telecommunications Organization S.A. public offerings since
1996. The Bank and ETEBA have participated as underwriters in
eight of the 20 public offerings on the ASE during 1996, 12 of
16 such offerings during 1997, 24 of 30 such offerings in 1998,
38 of 47 such offerings 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, the
national electricity company, and the
503 million
secondary public 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
ASE, amounted to approximately 17.5% of the total equity
underwritten in 2001, and approximately 15.6% in 2002.

In order to take advantage of investment banking
opportunities outside Greece, the Bank and ETEBA jointly
established NBG International Limited (NBG
International), a subsidiary based in the United Kingdom,
in 1996. NBG International, from its base in London, cooperates
with international banks in order to promote our role in
investment banking activities in selected regional markets and,
generally, international capital raising by Greek entities. NBG
International places Greek shares and bonds with investors
internationally. It is active in corporate and structured
finance, and undertakes research on Greek initial public
offerings and new issues.

NBG International acted as a book runner in a
number of high profile issues, including the
5 billion
benchmark ten-year bond and the
3.5 billion
benchmark twenty-year bond issued by the Hellenic Republic. It
also acted as joint lead manager on behalf of OPAP in connection
with its secondary public offering in July 2002 and for the
Public Power Corporation in connection with its secondary public
offering in December 2002. NBG International acted as lead
arranger for the U.S.$420 million syndicated credit
facility for Cosmote, a leading mobile telephony provider in
Greece. NBG International, together with JP Morgan and with the
participation of EFG Eurobank Ergasias and Kantor Management
Consultants, has also advised the Greek government on the
privatization of DEPA, the majority state-owned natural gas
company.

NBG Venture Capital S.A. was launched in 2000 and
aims to become the leading provider of venture capital in the
Greek market and throughout southeastern Europe. NBG Venture
Capital focuses on participating in fast-growing businesses in
dynamic market sectors. In addition to its own minority business
participations, NBG Venture Capital provides services to the
44 million
NBG Greek Fund and the
14.7 million
NBG Balkan Fund, both of which were launched in 1998. We also
established the NBG Private Equity Fund LP in 2000, with initial
capital of
100 million,
which targets investment opportunities identified principally in
small- and medium-sized companies operating in Western Europe.
In October 2001, we established the
60 million
NBG Technology LP Fund, in collaboration with Microsoft Inc., to
invest in Greek information technology businesses in the early
stages of development. Our participation in this fund is
30 million.
In 2002, the Group launched the NBG Emerging Europe Fund, with
total capital of
30 million,
to invest in non-listed, fast-growing companies active primarily
in central and southeastern Europe. This fund will absorb the
existing investments of NBG Balkan Fund, a process that is
expected to be completed by the end of 2003. See, in this
Item 4.B,  Non-Banking
Subsidiaries  NBG Venture Capital
Management. Additionally, ETEBA Venture Capital
Management Company manages two funds  ETEBA Emerging
Markets Fund Ltd. and ETEBA Estate Fund Ltd.  with an
aggregate authorized capital of approximately
5.9 million.

Stock Brokerage

National Securities Co. S.A. is the Groups
brokerage arm and is a member of the ASE and the Athens
Derivatives Exchange. 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, 2002, National Securities Co. had a market
share of approximately 7.8% by total trading volume

31



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##### Table of Contents



on the ASE, ranking second in terms of total
trading volume, compared with a 13.2% market share held by its
largest competitor, EFG Securities (following the absorption of
Ergasias Securities and Telesis on November 30, 2001).


In 1999, we began brokerage operations in Cyprus
through National Securities (Cyprus) Ltd., a company formed in
1998. National Securities (Cyprus) is a member of the Cyprus
Stock Exchange and had revenues of Cyprus pounds 104,000 for the
year ended December 31, 2002. With a view to containing
Group operating costs in Cyprus and enhancing customer service,
National Securities (Cyprus) is expected to be absorbed by
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 U.S.$1.9 million for the year
ended December 31, 2002.

Custodian Services

The Bank offers custodian services to its foreign
and domestic institutional clients who purchase listed
securities on the ASE. In its capacity as custodian, the Bank
collects dividends for customers accounts and accepts
proxies to vote on their behalf at shareholders meetings.
The Bank also acts as custodian for foreign depositories.

The Bank maintains a strong competitive position
in the market for custodian services in Greece, acting as an
agent for approximately 150 domestic institutional
investors and 53 foreign institutional investors, as at
December 31, 2002. The Bank has also started to offer
custodian services to non-institutional investors in 1998, and
had, as at December 31, 2002, approximately 244,000 custody
accounts of which approximately 160,000 are active. The above
figure does not include approximately 86,000 customers
having only government debt in their portfolio and approximately
121,000 maintaining only Mutual Fund Units in their portfolio.
The Bank recently improved its custodian operations through the
purchase of new software and systems to manage accounts and by
reorganizing internal procedures in order to improve the quality
of the services it offers while expanding its activities.

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 16 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 Mutual Fund Management
S.A. 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 year-end in 2002, Diethniki held approximately
a 16.7% share of the Greek mutual funds market, according to the
Association of Greek Institutional Investors, although this
increased to 21.5% as at May 31, 2003 (based on publicly
available information).

32



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##### Table of Contents



The total value of the funds we have managed
since 1998 is illustrated in the chart below:

Total Value of Funds Managed by the
Group

(TOTAL VALUE OF FUNDS MANAGED BY THE GROUP)

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, 2002, National
Investment Company S.A. had
146.4 million
in assets.

Private Banking

Since the end of 2002, we have focused on
improving and expanding the Banks private banking
business, which aims to provide top quality investment services
to high net worth individuals and to meet specialized investment
requirements. In this context, we have recently opened a new
private banking unit in London and we intend to launch two new
private banking units in Athens and Thessaloniki, with a view to
attracting and serving the sophisticated demands of customers in
this business segment. To enhance transactional efficiency, we
intend to offer private banking customers direct access to their
current investment position. A new computer system is being
implemented to support this service, including the automated
monitoring of such positions and printing of the relevant
statements.

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 2002, total turnover for foreign exchange
trading and money market transactions by the Banks central
dealing room in Athens was
83.1 billion
and
833.0 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

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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.


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:



| |   |                                          
| | - | -----------------------------------------
| |  | factoring;                               
|
| |  | leasing;                                 
|
| |  | 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 machinery, transport equipment, furniture and
appliances, and computer and communications equipment. The
company had assets of
190.3 million
as at December 31, 2002 and revenues of
14.3 million
at the same date. Another Group company, Interlease a.d.,
provides leasing services in Bulgaria through its branch in
Sofia. As at December 31, 2002, Interlease had assets of
33.6 million
and revenues of
3.0 million.
Additionally, we offer car leasing through Yes Greek Leasing
Group, in which we invested in 2000 and hold a 49.0% interest.
Yes Greek Leasing Group had assets of
67.2 million
and revenues of
46.8 million
(as at December 31, 2002).

Factoring

We have been offering factoring activities 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 (known as
SMEs), offering a synergistic complement of services
to these clients.

Consulting and Professional
Training

Business consultancy services are available
through Planet Ernst & Young S.A., a business consultancy
firm based in Athens in which the Bank holds a 25.0% 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 1,912 real estate units
(with an aggregate book value of
265.0 million),
as at December 31, 2002, 1,318 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

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Bank that is engaged in asset and liability
management, including asset liquidation, owns 113 properties
with an aggregate book value of
12.8 million
as at December 31, 2002. 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, 2002, proceeds from the sale of land and
buildings by the Bank and Ethniki Kefalaiou amounted to
approximately
45 million.


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 255 banking
units outside Greece, which offer traditional banking services
and financial products and services. The Bank has six commercial
banking subsidiaries in six countries including Stopanska Banka,
based in Skopje in the Former Yugoslav Republic of Macedonia,
and United Bulgarian Bank, which is headquartered in Sofia,
Bulgaria. UBB had
843.5 million
in assets as at December 31, 2002. For the same period, UBB
had net income of
18.5 million
and a domestic distribution network comprising 104 banking
units. In keeping with our plan of gradual and strategic
expansion in the Balkans, at the end of 2002 we operated four
branches in Serbia-Montenegro and established two more branches
in the country during the first six months of 2003. We intend to
increase our presence in the country by establishing four more
branches by October 2003. We have conducted due diligence on
Banca Romaneasca and we are currently in the process of
evaluating the possible terms and conditions under which such
acquisition could be successfully completed. We do not expect
this process to have been completed before the end of July 2003.

We have also been recently expanding our
operations in the United States through selective acquisitions.
In May 2002, we acquired Yonkers Financial Corporation, a
NASDAQ-listed bank, which specializes in retail banking and
mortgage loans, with nine branches in New York State. The
acquisition was made through Atlantic Bank of New York, a
subsidiary of the Bank, which paid a purchase price of
U.S.$67.3 million. The total cost of the acquisition,
including options held by employees and the employee share
option plan, was U.S.$69.6 million. Atlantic Bank of New
York anticipates that the acquisition of Yonkers Financial
Corporation will enable it to expand its customer base and
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, 2002, the Banks
international activities (exclusive of overseas subsidiary
companies) accounted for 11.7% of its total assets. The total
assets attributable to the Banks international operations
as at December 31, 2002 were
5,605 million
(a 7.2% decrease from
6,039 million
at December 31, 2001). In 2002, 62.1% 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 2.0% in 2002, from
201.2 million
in 2001 to
197.3 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. In this regard, we

35



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have consolidated the management of our
operations in the United States to centralize and strengthen
control over our various U.S. branches.


We intend to capitalize on our position as the
leading financial services group in Greece in order to expand
our markets and build a strong regional presence in southeastern
Europe. 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. For example, we are currently in the process of
evaluating the possible terms and conditions under which an
acquisition of Banca Romaneasca could be successfully completed,
though we do not expect this process to have been completed
before the end of July 2003. Banca Romaneasca is a bank with
23 branches in Romania that specializes in retail banking
and servicing small- and medium-sized enterprises.

Our international network is described below:

National Bank of Greece S.A.: Foreign
Branches

The Bank currently has 19 foreign branches in ten
countries including one in the United Kingdom, one in Guernsey,
one in Germany, 12 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 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 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, 2002, on a total basis before
consolidation adjustments:

The Banks Foreign Branches

|                                             |  |               |       |               |  |  |       |  
|-------------------------------------------- |  | ------------- | ----- | ------------- |  |  | ----- | -
|                                             |  | EUR           |       | U.S.$(1)     
|                                             |  |               |       |              
|                                             |  | (in millions) |       | (in millions)
|Total Assets                                 |  |               | 5,874 |               |  |  | 6,911 |  
|Net Loans                                    |  |               | 2,254 |               |  |  | 2,652 |  
|Total Deposits                               |  |               | 4,633 |               |  |  | 5,451 |  
|Profits/(Losses) Before Taxes and Provisions |  |               | (82   | )             |  |  | (96   | )






|    |                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Solely for convenience of the reader, the
    translation of euro into U.S. dollars has been made at the
    Noon Buying Rate of U.S.$1.00 =
    0.8499 on
    May 30, 2003.

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 (ABNY) is a
full-service commercial bank which provides commercial and
retail banking services. Atlantic Bank has 20 branches.
ABNY 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. Atlantic Bank
of New York also owns seven subsidiary companies: Atlantic
960 Corp., Atlantic Financial

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##### Table of Contents



Services, Inc., Gramercy Leasing Services, Inc.,
Beta Investment, Inc., (which wholly owns Omega Commercial
Mortgage Corp.), Standard Funding Corp, Atlantic Mortgage
Capital, Inc. and A.B. Global Corp. In May 2002, Atlantic
Bank acquired Yonkers Financial Corporation, a NASDAQ-listed
bank specializing in retail banking and mortgage loans, with a
view to enhancing its services to small- and medium-sized
entities and expanding its customer base. Atlantic Bank paid a
purchase price of U.S.$67.3 million. The total cost of the
acquisition, including options held by employees and the
employee share option plan, was U.S.$69.6 million. The
integration of Yonkers Financial Corporation into ABNY was
successfully completed in 2002. As a result, ABNY significantly
expanded its customer base and originated U.S.$80 million
in new mortgage loans in 2002. Certain financial information
with respect to Atlantic Bank as at and for the year ended
December 31, 2002 is provided in the table below:


Atlantic Bank(1)

|                                             |  |               |       | 
|-------------------------------------------- |  | ------------- | ----- | 
|                                             |  | U.S.$        
|                                             |  |              
|                                             |  | (in millions)
|Total Assets                                 |  |               | 2,759 | 
|Net Loans                                    |  |               | 1,192 | 
|Total Deposits                               |  |               | 1,656 | 
|Profits/(Losses) Before Taxes and Provisions |  |               | 50    | 






|    |                                                                        
|--- | -----------------------------------------------------------------------
|(1) | Including Yonkers Financial Corporation which was
    acquired in 2002.

National Bank of Greece
(Canada)

National Bank of Greece (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,
2002 is provided in the table below:

NBG Canada

|                                             |  |               |     |               |  |  |     | 
|-------------------------------------------- |  | ------------- | --- | ------------- |  |  | --- | 
|                                             |  | Canadian      |     |              
|                                             |  | dollars       |     | U.S.$(1)     
|                                             |  |               |     |              
|                                             |  | (in millions) |     | (in millions)
|Total Assets                                 |  |               | 531 |               |  |  | 387 | 
|Net Loans                                    |  |               | 407 |               |  |  | 297 | 
|Total Deposits                               |  |               | 472 |               |  |  | 344 | 
|Profits/(Losses) Before Taxes and Provisions |  |               | 8   |               |  |  | 6   | 






|    |                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 U.S.$1.00 = 1.3712 Canadian
    dollars as at May 30, 2003.

The South African Bank of Athens
Ltd.

The South African Bank of Athens Ltd. (also known
as SABA) has 15 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 services
for the Greek immigrant community. In 2002, SABA completed its
pilot program for provision of mobile banking services, which it
intends to implement on a

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permanent basis. Certain financial information
with respect to SABA as at and for the year ended
December 31, 2002 is provided in the table below:


SABA

|                                             |  |               |     |               |  |  |    |  
|-------------------------------------------- |  | ------------- | --- | ------------- |  |  | -- | -
|                                             |  | South African |     |              
|                                             |  | rand          |     | U.S.$(1)     
|                                             |  |               |     |              
|                                             |  | (in millions) |     | (in millions)
|Total Assets                                 |  |               | 476 |               |  |  | 59 |  
|Net Loans                                    |  |               | 327 |               |  |  | 41 |  
|Total Deposits                               |  |               | 421 |               |  |  | 52 |  
|Profits/(Losses) Before Taxes and Provisions |  |               | (18 | )             |  |  | (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 U.S.$1.00 = 8.0350
    South African rand as at May 30, 2003.

National Bank of Greece (Cyprus)
Ltd.

The National Bank of Greece (Cyprus) Ltd. 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. NBG Cyprus has established a mutual fund management
company in Cyprus, Ethniki Mutual Funds, Ltd., which should
commence operations once relevant legislation governing the
operations of mutual fund companies has been passed in Cyprus.
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
2002. As a result, NBG Cyprus was able to improve its
profitability and increase its local market share during the
course of 2002. Certain financial information with respect to
NBG Cyprus as at and for the year ended December 31, 2002
is provided in the table below:

NBG Cyprus

|                                             |  |               |     |               |  |  |     | 
|-------------------------------------------- |  | ------------- | --- | ------------- |  |  | --- | 
|                                             |  | Cyprus pounds |     | U.S.$(1)     
|                                             |  |               |     |              
|                                             |  | (in millions) |     | (in millions)
|Total Assets                                 |  |               | 454 |               |  |  | 915 | 
|Net Loans                                    |  |               | 344 |               |  |  | 693 | 
|Total Deposits                               |  |               | 400 |               |  |  | 806 | 
|Profits/(Losses) Before Taxes and Provisions |  |               | 6   |               |  |  | 12  | 






|    |                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Solely for the convenience of the reader, the
    translation of Cyprus pounds into U.S. dollars has been
    made at the rate of U.S.$1.00 = 0.4961 Cyprus pounds
    determined by reference to the fixing rate as announced by the
    Cyprus central bank as at May 30, 2003.

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%. Stopanska Banka is a commercial bank,
headquartered in Skopje and registered in the Former Yugoslav
Republic of Macedonia (FYROM), that provides payment
transfer, credit and deposit-taking services in its home country
and abroad. Stopanska Banka operates domestically and is the
largest bank in FYROM, with 25 branches, which in turn
manage 29 sub-branches, pursuant to Stopanska Bankas
branch network reorganization during 2002. During 2002,
Stopanska Banka continued to improve its loan portfolio with
further write-offs and targeting of highly credit-worthy
customers. Despite economic and political instability in the
FYROM, Stopanska Banka continued the reorganization and
restructuring of its business structures. As part of this
process, Stopanska Banka installed the Globus system, and began
the installation of the SAP, a well-known enterprise

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resource planning system, in order to support its
financial accounting systems. Certain financial information with
respect to Stopanska Banka as at and for the year ended
December 31, 2002 is provided in the table below:


Stopanska Banka

|                                             |  |               |        |               |  |  |     |  
|-------------------------------------------- |  | ------------- | ------ | ------------- |  |  | --- | -
|                                             |  | Macedonian    |        |              
|                                             |  | denars        |        | U.S.$(1)     
|                                             |  |               |        |              
|                                             |  | (in millions) |        | (in millions)
|Total Assets                                 |  |               | 24,491 |               |  |  | 469 |  
|Net Loans                                    |  |               | 5,664  |               |  |  | 109 |  
|Total Deposits                               |  |               | 18,653 |               |  |  | 357 |  
|Profits/(Losses) Before Taxes and Provisions |  |               | (269   | )             |  |  | (5  | )






|    |                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 U.S.$1.00 =
    52.1954 Macedonian denars as at May 30, 2003.

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 for approximately GRD
72 billion or
211 million.
UBB is a commercial bank, headquartered in Sofia, which provides
retail, commercial and corporate finance services in Bulgaria.
In 2002, UBB rationalized its branch network by closing down 42
unprofitable units and currently has a distribution network
comprising 104 banking units. UBB was the second largest bank in
Bulgaria in terms of shareholders equity, as at
December 31, 2002. UBB operates approximately 291 ATMs
(with a market share of approximately 36.0%) and 966 POS units
in Bulgaria, which it estimates represents a market share of
approximately 36.0%. UBB believes that its reputation in
Bulgaria is that of being the most innovative, modern and
technologically-advanced bank, with impressive penetration of
the domestic e-banking market (users in 2002 tripled as against
2001, and approximately 19.0% of UBBs total transactions
were effected through e-banking). During 2002, UBB launched the
first corporate bond through an initial public offering of
securities in Bulgaria. Also in 2002, UBB installed Globus
software, with a view to enhancing methods for approving and
monitoring its loan portfolio. In recognition of UBBs
growth dynamic and strong capital base, Standard &
Poors and Fitchs rating services increased its
credit ratings to that equivalent to the state of Bulgaria, the
highest possible rating for a Bulgarian enterprise. 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. As a part of its
reorganization and modernization plans, new computer software is
being installed with a view to improving monitoring of the
Banks operations and supporting the marketing of new
products such as consumer loans and credit cards.

UBB has estimated market shares in Bulgaria of
9.5% in relation to retail loans and approximately 15.0% in
relation to deposits. UBBs management estimates that it
also holds 31.0% of market share with respect to debit cards in
Bulgaria.

UBB

|                                             |  |               |       |               |  |  |     | 
|-------------------------------------------- |  | ------------- | ----- | ------------- |  |  | --- | 
|                                             |  | Bulgarian     |       |              
|                                             |  | leva          |       | U.S.$(1)     
|                                             |  |               |       |              
|                                             |  | (in millions) |       | (in millions)
|Total Assets                                 |  |               | 1,649 |               |  |  | 997 | 
|Net Loans                                    |  |               | 671   |               |  |  | 406 | 
|Total Deposits                               |  |               | 1,355 |               |  |  | 819 | 
|Profits/(Losses) Before Taxes and Provisions |  |               | 59    |               |  |  | 36  | 






|    |                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Solely for the convenience of the reader, the
    translation of Bulgarian leva into U.S. dollars has been
    made at the rate of U.S.$1.00 = 1.6544, the fixing rate as
    announced by the Bulgarian central bank as at May 30, 2003.

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Non-Banking Subsidiaries

NBG Venture Capital
Management

NBG Venture Capital Management, a Greek company,
manages the Groups venture capital activities in Greece,
the wider southeastern European region and certain parts of
western Europe in which Greek businesses are active. NBG Venture
Capital Management reviews investments in all business sectors
(with the exception of shipping and real estate), but focuses on
high-tech industries, in which there are significant
opportunities for high-growth investments. Besides offering
services to NBG Greek Fund and NBG Balkan Fund, which operate as
offshore funds in Cyprus, the company offers consulting services
to three other investment funds established by the Group in
2001: NBG Technology Fund (a joint venture with Microsoft),
Turkish Private Equity Fund, and Innovative Enterprises S.A.
(known commercially as iVen). The NBG Venture
Capital Management funds (managed through NBG Greek Fund, NBG
Balkan Fund and NBG Technology) have a capitalization of
approximately
150 million
as at December 31, 2002. In 2002, the Group launched NBG
Emerging Europe Fund, with a total capital of
30 million,
which will absorb the extant investments of NBG Balkan Fund, a
process that is expected to be completed in 2003. At
December 31, 2002, total invested funds amounted to
7.5 million,
4.1 million
and
2.8 million
for NBG Greek Fund, NBG Balkan Fund/ NBG Emerging Europe Fund
and NBG Technology Fund, respectively.

NBGI Private Equity

NBGI Private Equity Limited, a subsidiary of NBG
International, manages the NBG Technology Fund and the NBG
Private Equity Fund LP, each with an initial capitalization of
100 million.
This company, founded in 2000, targets investment opportunities
in western European small- and medium-sized companies.

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, 2002, Interlease had assets of
33.6 million
and revenues of
3.0 million.
In 2002, 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 intends to market its leasing services in Bulgaria to
customers of UBB and of the Banks branch in Sofia.

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.

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 on its own behalf and on behalf of third
parties, underwriting the placement of securities from primary
and secondary issues, providing agency and brokerage services,
acting as custodian over funds and securities, executing orders
in relation to securities, managing personal securities
portfolios, market making and distributing investment funds. Its
operations are centered in the city of Bucharest.

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.

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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 (and 156 outlets that are dedicated
exclusively to sales of life insurance), as well as through
approximately 4,889 domestic independent insurance consultants
and 1,400 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 2001, the last period for which
data is currently available, our domestic market shares for
non-life and life insurance products were 21.2% and 15.8%,
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. EH
also intends to enhance its real estate and securities
portfolios. 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 58.8% share in Societate Comerciala de
Asigurare Reasigurare Eleno-Romana Garanta S.A.

41



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The tables below show the total revenues and
assets, respectively, of EHs insurance operations as at
and for the years ended December 31, 2000, 2001 and 2002.

Total Insurance Operations Income

(BAR GRAPH OF TOTAL INSURANCE OPERATIONS INCOME)

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, 2002, NBG Bancassurance had
assets of
20.0 million
and revenues of
2.5 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.

42



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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.                             

The following table sets out equity
participations with percentage holding in excess of 20% but less
than 50% at December 31, 2002.

|                                                          |       |                   |      |               |  |                  |         |               |  |                  |         |         |  |  |         |         |  |  |         |         | 
|--------------------------------------------------------- | ----- | ----------------- | ---- | ------------- |  | ---------------- | ------- | ------------- |  | ---------------- | ------- | ------- |  |  | ------- | ------- |  |  | ------- | ------- | 
|                                                          |       |                  
|                                                          |       | December 31, 2002
|                                                          |       |                  
|                                                          |       | % Interest        |      |               |  |                 
|                                                          |       | held by           |      | Reported      |  | Market          
|Name                                                      |       | Group             |      | book value(1) |  | Value(2)        
|                                                          |       |                   |      |               |  |                 
|                                                          |       |                   |      | (EUR          |  | (U.S.$           |         | (EUR          |  | (U.S.$          
|                                                          |       |                   |      | in thousands) |  | in thousands)(3) |         | in thousands) |  | in thousands)(3)
|1.   AGET Heracles 
    General Cement S.A. (listed)     |       |                   | 27.1 |               |  |                  | 217,176 | (4)           |  |                  | 255,531 | (4)     |  |  | 117,088 | (4)     |  |  | 137,767 | (4)    
|2.   Siemens Industrial S.A. (not
    listed)             |       |                   | 30.0 |               |  |                  | 14,016  |               |  |                  | 16,491  |         |  |  | n/a     |         |  |  | n/a     |        
|3.   Larko Metallurgical S.A. (not
    listed)            |       |                   | 36.4 |               |  |                  | 1,259   |               |  |                  | 1,481   |         |  |  | n/a     |         |  |  | n/a     |        
|4.   Phosphate Fertilizers
    Industry S.A. (not listed) |       |                   | 24.2 |               |  |                  | 31,934  |               |  |                  | 37,574  |         |  |  | n/a     |         |  |  | n/a     |        
|5.   Planet Ernst Young S.A. (not
    listed)             |       |                   | 25.0 |               |  |                  | 3,246   |               |  |                  | 3,819   |         |  |  | n/a     |         |  |  | n/a     |        
|6.   Yes Leasing S.A. (not listed)                        |       |                   | 49.0 |               |  |                  | 1,509   |               |  |                  | 1,776   |         |  |  | n/a     |         |  |  | n/a     |        
|                                                          |       |                   |      |               |  |                  |         |               |  |                  |         |         |  |  |         |         |  |  |         |        
|                                                          | Total |                   |      | n/a           |  |                  |         | 269,140       |  |                  |         | 316,672 |  |  |         | 117,088 |  |  |         | 137,767 | 
|                                                          |       |                   |      |               |  |                  |         |               |  |                  |         |         |  |  |         |         |  |  |         |        






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | As reflected in the U.S. GAAP Financial
    Statements of the Group at December 31, 2002 under the
    equity method of accounting.                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(2) | Calculated only for companies traded on the ASE.
    Companies numbered two through six in the table above are not
    traded on the ASE.                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(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 U.S.$1.00 =
    0.8499 as at
    May 30, 2003.                                                                                                                                                                                                                                                                                                                                                      
|   
|(4) | We do not expect the difference between the book
    value and the market value of AGET Heracles  General
    Cement S.A. to be permanent and believe that it is
    principally attributable to the volatility and general decline
    during the period in the stock market prices of companies listed
    on the ASE, including AGET Heracles. The market value of the
    company exceeded its reported book value at certain dates during
    the period, and is currently higher than the market value as at
    December 31, 2002.

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

43



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##### Table of Contents



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 39
universal banks, both domestic and foreign, in Greece at
December 31, 2002. The top six banking groups in Greece
accounted for approximately 91.5% 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
4,055 million,
as at December 31, 2002 (the latest date for which such
information is available), which represent approximately 2.5% of
total bank assets in Greece attributable to Greek universal
banks. Foreign banks held approximately 9.0% of total bank
assets in Greece at December 31, 2002 (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, 2002. 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, 2002 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                   |  |              | 49,161  |            |  |              | 30.3 |            |  |              | 18,147 |            |  |  | 21.1 |  |  |  | 41,446  |  |  |  | 33.0 | 
|2.   Alpha Bank                                |  |              | 27,264  |            |  |              | 16.8 |            |  |              | 15,782 |            |  |  | 18.3 |  |  |  | 21,327  |  |  |  | 17.0 | 
|3.   EFG Eurobank
    Ergasias(1)              |  |              | 23,305  |            |  |              | 14.4 |            |  |              | 12,914 |            |  |  | 15.0 |  |  |  | 16,641  |  |  |  | 13.2 | 
|4.   Agricultural Bank of Greece               |  |              | 16,801  |            |  |              | 10.4 |            |  |              | 11,993 |            |  |  | 13.9 |  |  |  | 12,966  |  |  |  | 10.3 | 
|5.   Commercial Bank of Greece                 |  |              | 16,554  |            |  |              | 10.2 |            |  |              | 10,101 |            |  |  | 11.7 |  |  |  | 13,170  |  |  |  | 10.5 | 
|6.   Piraeus Group(2)                          |  |              | 15,265  |            |  |              | 9.4  |            |  |              | 8,436  |            |  |  | 9.8  |  |  |  | 9,649   |  |  |  | 7.7  | 
|                                               |  |              |         |            |  |              |      |            |  |              |        |            |  |  |      |  |  |  |         |  |  |  |      | 
|Total attributable to domestic universal banks |  |              | 148,350 |            |  |              | 91.5 |            |  |              | 77,373 |            |  |  | 89.8 |  |  |  | 115,199 |  |  |  | 91.7 | 
|                                               |  |              |         |            |  |              |      |            |  |              |        |            |  |  |      |  |  |  |         |  |  |  |      | 






|    |                                                               
|--- | --------------------------------------------------------------
|(1) | EFG Eurobank Ergasias acquired Telesis Bank in
    March 2002.
|   
|(2) | Comprising Bank of Piraeus and ETBA.                          

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.

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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;                                      
|
| | (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                                             
|
| | (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 service activities in the
    foreign exchange market.                                                                                                   

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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 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;
|
| |  | 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, without restrictions, 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.

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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 issue daily and publish 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.

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.

47



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##### Table of Contents



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
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;           

48



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##### Table of Contents





| |   |                                    
| | - | -----------------------------------
| |  | 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;

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

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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 central bank 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 fulfil 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 be finalized by the Basle Committee by the end of
2003 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 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 (according to
Annexes 2 and 3 of Act No. 1313/88); (3) monthly
data relating to open currency positions (according to Act
No. 2291/94); (4) a quarterly report on loan loss
reserves according to Act No. 2442/99 (amended by Act
No. 2513/03); (5) a quarterly report on liquidity
according to Act No. 2156/92; (6) a semi-annual report
on cross-border credit exposures according to Act
No. 2520/03; (7) a general annual audit report
(according to Act No. 2438/98); (8) a semi-annual
report on large exposures according to Act No. 2246/93; and
(9) a semi-annual report on large borrowers according 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.

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The 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                                                                                                                           
|
| |  | 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 ASE,
the Hellenic Bank Association and the Greek Capital Markets
Commission are to participate in the administration of the
public authority.

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 fully 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 recently 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

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| |   |                                                                                                                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 ASE 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
amended by Greek Law 2296/1995, Greek Law 2323/1995, Greek Law
2741/1999, Greek Law 2837/2000 and Greek Law 2941/2001.

The ASE must be notified once certain ownership
thresholds are crossed with respect to listed companies.

Strategy

Our primary strategic objectives are to secure
and expand our position as the leading provider of financial
services in Greece, to enhance our profitability and operating
efficiency and to expand selectively outside Greece, especially
in the southeastern Europe, including the Balkans.

We intend to achieve these objectives by:



| |   |                                                                                  
| | - | ---------------------------------------------------------------------------------
| |  | continuously enhancing our revenue generation;                                   
|
| |  | reducing cost and streamlining our operating
    structure to improve efficiency;
|
| |  | pursuing appropriate growth opportunities both
    domestically and abroad; and  
|
| |  | continuing to improve the quality of the assets
    in the Banks portfolio.     

The detailed actions we are taking in order to
implement this strategy are outlined below.

Increase Revenue Generation

Lend to Higher Margin Sectors of the
Market

In 2002, the Banks loan portfolio (net of
provisions) grew by 0.1%, while its portfolio of government
securities increased by 2.5%. Moreover, with improved lending
procedures and a central marketing approach in place, the Bank
is increasing its lending activities by selectively targeting
sectors with higher interest rate margins, primarily small- and
medium-sized corporate and retail customers. In 2002, the Bank
decided to target lending to professionals and small businesses
(with annual turnover of up to
1 million)
as part of its retail banking activities and established the
Trade Credit division to lead this initiative. We anticipate
that focusing on this segment of the retail market will yield
opportunities for cross-selling products and services and
expanding our market share.

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In 2002, the Bank continued to be the market
leader in responding to cuts in interest rates by the European
Central Bank by reducing its own lending rates, reflecting our
determination to promote growth in our consumer credit and
mortgage lending products. The Bank reduced its lending rates
twice in 2002 (on May 20 and December 10) and twice in
the first six months of 2003 (on March 17 and
June 12). See, in this Item 4.B, Banking
Activities in Greece  Commercial Banking 
Lending Activities.

Capitalize on Established Depositor
Base

Historically, the Bank has held the dominant
market position in Greece with respect to retail deposits but,
with the exception of mortgage lending, has not held a
commensurate position with respect to retail loans and other
retail products. Management estimates that approximately
two-thirds of the working population in Greece currently entrust
part of their savings to the Bank, which held approximately
8 million private deposit accounts as at December 31,
2002. We believe that our substantial depositor base offers us a
significant opportunity for revenue growth by offering a range
of complementary financial services to our existing customers.
As a group, we offer a wide range of banking, stock brokerage,
insurance, asset management and investment products to retail
customers as well as specific financial services (leasing,
factoring, underwriting, treasury activities) to small and large
corporate customers. We believe that we can greatly enhance our
revenue by capitalizing on our cross-selling capacity, marketing
the spectrum of our financial services and products to an
established pool of customers, and have already begun to
capitalize on this growth potential. Additionally, we plan to
continue to establish and develop lending relationships through
third-party distribution channels, such as retailers of cars and
other durable goods. Retailers with whom we have relationships
provide financing to customers for purchases, in connection with
which the Bank provides factoring services. In 2002,
approximately 62% of consumer loans disbursements made by the
Bank were accomplished through these third-party distribution
channels. Our new small business initiative targets primarily
professionals and small business clients (up to
1 million
annual income) who are existing customers of the NBG Group but
do not have a corporate loan with the Bank. We believe that we
can greatly increase cross-selling to these customers.

Upgrade Our Branch Network

In order to support our cross-selling
initiatives, we are seeking to develop our distribution channels
to their maximum potential. While exploring and investing in
alternative distribution channels, such as internet banking, we
are simultaneously upgrading and restructuring our extensive
branch network, which is our principal distribution channel. The
Bank is currently implementing the final stage of its branch
restructuring program, which aims at centralizing back-office
operations, segmenting product groups within the branches and
changing the layout of the branches to be more customer
friendly. The product groups offered at the branch level include
consumer credit, mortgage credit, small business credit, retail
investment products, import/ export, and traditional deposit and
loan banking. Front-office staff are given training with respect
to all products and product segments offered through the branch
network, as well as specialized training focused on the product
group to which front-office employees are assigned. The Bank
currently has 210 branches operating under the new
organizational structure, all of which offer the full range of
the Banks product groups. In addition, 125 retail banking
branches had been restructured as at December 31, 2002. The
retail banking branches offer traditional banking products as
well as investment, consumer and mortgage credit products.
Altogether, some 338 branches have already undergone
restructuring and during the course of 2003, approximately 160
additional NBG branches will be reconfigured under this new
banking model. Restructured branches cover, allowing for
variations across types of operation, 66-94% of the Banks
business volume and employ 75% of the networks staff.

As part of this restructuring, the Bank has
removed credit-underwriting decisions from the branches and
established credit centers to manage the lending approval
process and ensure consistency in lending policies. The Bank now
has a total of five credit centers in Greece, two in Athens, two
in Thessaloniki and one in Patras. These credit centers manage
the Banks lending to small- and medium-sized enterprises,
while the Banks corporate banking division is responsible
for the financing of large corporations. We anticipate that this
consolidation will produce economies of scale, enabling us to
reduce administrative costs and increase efficiency. In
conjunction with this restructuring, we are reallocating and
retraining personnel so as to minimize redundant
responsibilities and optimize the value of our work force.

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Another of our objectives with respect to the
Banks branch network restructuring is to minimize customer
waiting time in our branches. To this end, the Bank currently
has 1,074 ATMs and plans to supplement its existing network
throughout this year, intending to have 450 additional units
installed by the end of 2003. In addition, the services provided
by the Banks existing ATMs have been expanded to include
facilities for payment of bills, credit card balances and
pre-payment of mobile phone credits.

Develop Alternative Distribution
Channels

The Bank continues to promote the provision of
banking services through alternative distribution channels as a
means of both enhancing our customer base and increasing
efficiency. In November 2000, the Bank launched a nationwide
e-banking platform, targeted at both retail and corporate
clients. We currently have approximately 25,000 customers using
our e-banking platform. We recently expanded the services
offered on-line to include payment of Value Added Tax (known
commonly in Europe as VAT) as well as credit card
and insurance policy payments. A mobile telephone banking
service was launched in December 1999. Mobile
Banking allows customers to transact balance inquiries and
request automatic SMS notification.

Capitalize on Fee-Related Activities

The Bank intends to capitalize especially on
opportunities to increase its revenue from fee-related
activities. For example, the Bank is reviewing and modifying its
pricing and commissions on several retail services, such as fees
in relation to maintenance of savings accounts and to loan
management for SMEs, to maximize revenue from such activities.
Historically, the Banks fees in respect of certain retail
services have been among the most competitive in Greece.
Effecting marginal increases in such fees (retaining the most
competitive pricing in Greece, but decreasing the spread between
its fees and those of its competitors) has enabled the Bank to
enhance its revenue generation and has not had a significant
negative impact on its market share in relation to the relevant
activities.

Although our asset management and capital market
related activities experienced negative growth in 2002, in
common with most banks throughout Europe, the Group intends to
boost its revenues from fund management by increasing both total
funds under management as well as the number of funds offered to
the public, and by continuing to pursue an aggressive marketing
strategy. At the end of 2002, funds under management by
Diethiniki Mutual Fund Management Co. stood at
4.2 billion,
which represented 16.7% of the market in Greece. In addition,
since the end of 2002 the Bank and Diethniki have been marketing
the products of their newly established Luxembourg mutual fund
subsidiaries, NBG Luxfinance Holdings S.A. and NBG Luxembourg
Holdings S.A., to the Greek public. These companies manage 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. We intend to
continue to pursue capital markets activities, which have been a
significant source of revenue, as well as to pursue increased
underwriting and investment banking fee revenues.

Improve Efficiency

Reducing Cost and Reorganizing our Operating
Structure

We intend to increase our efficiency and
profitability by implementing a strict cost containment program
and reorganizing our operations. We are focusing cost
containment on restraining personnel expenses by limiting the
hiring of new staff and reducing the amount of approved
overtime. Since 2000, new hirings by the Bank have been limited
to specially skilled personnel and mandatory hiring of persons
with special needs (in compliance with Greek Law 1648/1988). As
a result, our rate of new hiring has been substantially lower
than that of attrition. In 2000, 2001 and 2002, the Bank offered
an incentivized voluntary retirement program, in which 403, 251
and 725 employees elected to participate, respectively. In
combination with 198 employees who left due to natural
attrition, aggregate departures in response to the retirement
program offset the 257 new hired personnel and the
179 employees who were transferred into the Bank by ETEBA
and BNG France, led to an overall decrease of 487 employees
for the one-year period ended December 31, 2002. We intend
to continue to rely on strict hiring controls and attrition to
reduce our total number of employees.

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Reorganization of our operations includes
streamlining and restructuring various of the Group companies
and activities. The Bank has now put in place a centralized
budgeting process through which expenses and operating
performance of each division are monitored on a monthly basis.
Performance is regularly reviewed for cost efficiency, which is
facilitating tighter controls with respect to major expenses.

Disposing of Non-Core Assets

The Bank began disposing of non-core assets in
1996 as part of a strategy to streamline our operations. We
intend to continue to divest non-core equity investments and
real estate which are unrelated to our principal financial
services businesses and commit the sale proceeds to more
profitable activities. For a discussion of our significant
divestitures since 1996, in keeping with our program of
disposing of non-core assets, see Item 4.A,
Information on the Company  History and
Development of the Company.

The Bank has also been consolidating remaining
assets in its real estate portfolio that are unrelated to its
principal financial services businesses into National Real
Estate, one of our majority-owned subsidiaries. We anticipate
that this consolidation will improve the management of our real
estate portfolio through economies of scale and will facilitate
our profitable development of our remaining properties.

Improving Technological Capacity for
Integrated Management of the Group

As a long-term investment to improve operating
efficiencies and increase profitability, the Bank commenced a
program of upgrading its information technology systems
beginning in 1996. Reflecting its commitment to technology, the
Bank estimates that it now has 1.1 computers per active
employee (excluding auxiliary staff). 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 by allowing for centralized and integrated treasury,
risk management, customer cross-selling and financial reporting
functions. One of the critical elements of the IRIS system is
the Customer Relationship Administration (or CRA)
system. The CRA system is intended to enable the Bank to
maintain 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 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
electronic data, 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

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systems and facilities in order to achieve
recovery of core operations and data within four hours.
Additionally the Bank plans within the following year to update
its information technology security policy to meet its current
operational needs. Special attention will be given to the
communication of the new policy to officers and members of staff.


Pursue Internal and External Growth
Opportunities

Although the Bank intends to grow organically, it
will nevertheless continue to evaluate acquisition, joint
venture and partnership opportunities as they arise. The
Banks management believes that the operating cashflows
generated by the Group will allow the Bank to participate in the
consolidation of the banking industry in Greece, as well as in
the Banks expansion into other European markets. The Bank
intends to adhere to its policy of pursuing only those
acquisition targets that its management believes are consistent
with its strategic focus and which will add value to
shareholders in the medium- to long-term without jeopardizing
its business plan and goals.

Internationally, the Bank is strengthening its
role as a regional player in southeastern Europe and the eastern
Mediterranean. In 2000, the Bank made two strategically
significant acquisitions in the region. These were the
acquisition of 65% of Stopanska Banka, based in Skopje in the
Former Yugoslav Republic of Macedonia and the acquisition of
89.9% of United Bulgarian Bank, the second largest bank in
Bulgaria in terms of assets. We could in the future acquire an
additional 10.0% interest in UBB, currently held by the European
Bank for Reconstruction and Development pursuant to an option
agreed in connection with our initial acquisition. At the end of
2002, the Bank operated four branches in Serbia-Montenegro and
plans to open six more branches there by the end of 2003,
subject to market conditions. We are also currently evaluating
the possible terms and conditions under which an acquisition
could be completed for Banca Romaneasca, a bank with
23 branches in Romania that specializes in retail banking
and servicing small- and medium-sized enterprises. See, in this
Item 4.B,  International
Operations.

At the same time, the range of the Groups
activity has been expanding to the major global financial
centers so that the Bank is able to combine its expertise and
experience of regional and domestic risks with the demand for
such risk by the major international markets. This activity
facilitates the transfer of international know-how toward the
Greek market, and the NBG Group in particular, to help it become
more competitive in the global marketplace. To further this
objective, we acquired in May 2002, through Atlantic Bank of New
York, Yonkers Financial Corporation, a NASDAQ-listed bank
specializing in retail banking and mortgage loans with nine
branches in New York State. We anticipate that these
acquisitions will expand our customer base and facilitate our
marketing of Greek regional investment opportunities to
developed international markets.

Domestically, the Bank continues to evaluate
opportunities that could lead to the creation of a stronger
financial group, contribute to the realization of our strategic
goals and ultimately create shareholder value.

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.

56



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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
|                                       |                                                   |                     
|Primary Operating Area                 |                                                   | Direct               |  | Indirect |  | Total
|                                       |                                                   |                      |  |          |  |      
|International banking activities       |                                                   |                      |  |          |  |       |  |         |  |  |  |        
|                                       | Atlantic Bank of New York                         |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 
|                                       | National Bank of Greece (Canada)                  |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 
|                                       | The South African Bank of Athens Ltd              |                      |  | 85.49%   |  |       |  | 13.60%  |  |  |  | 99.09%  | 
|                                       | National Bank of Greece Cyprus Ltd                |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 
|                                       | United Bulgarian Bank (UBB)                       |                      |  | 89.91%   |  |       |  |        |  |  |  | 89.91%  | 
|Investment banking and venture capital |                                                   |                      |  |          |  |       |  |         |  |  |  |        
|                                       | NBG Venture Capital S.A.                          |                      |  |         |  |       |  | 100.00% |  |  |  | 100.00% | 
|                                       | National Development of Northern Greece S.A.      |                      |  | 65.00%   |  |       |  |        |  |  |  | 65.00%  | 
|                                       | NBG Balkan Fund Ltd                               |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 
|                                       | NBG Greek Fund Ltd                                |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 
|                                       | ETEBA Emerging Markets Fund Ltd                   |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 
|                                       | ETEBA Estate Fund Ltd                             |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 
|                                       | ETEBA Venture Capital Management S.A.             |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 
|                                       | NBG International                                 |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 
|                                       | ETEBA Bulgaria A.D. Sofia                         |                      |  | 92.00%   |  |       |  | 8.00%   |  |  |  | 100.00% | 
|                                       | ETEBA Romania S.A.                                |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 
|                                       | ETEBA Advisory                                    |                      |  |         |  |       |  | 100.00% |  |  |  | 100.00% | 
|                                       | Innovative Ventures S.a. (I-Ven)                  |                      |  |         |  |       |  | 100.00% |  |  |  | 100.00% | 
|Financial Services                     |                                                   |                      |  |          |  |       |  |         |  |  |  |        
|                                       | National Securities S.A.                          |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 
|                                       | Ethniki Kefalaiou S.A.                            |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 
|                                       | Diethniki S.A.                                    |                      |  | 81.00%   |  |       |  | 19.00%  |  |  |  | 100.00% | 
|                                       | National Management and Organization Company S.A. |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 
|                                       | Ethniki Leasing S.A.                              |                      |  | 93.33%   |  |       |  | 6.67%   |  |  |  | 100.00% | 
|                                       | Ethniki Mutual Fund Management S.A.               |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 
|                                       | National Securities Cyprus (Ethnosecurities)      |                      |  |         |  |       |  | 100.00% |  |  |  | 100.00% | 
|                                       | NBGI Inc                                          |                      |  |         |  |       |  | 100.00% |  |  |  | 100.00% | 
|                                       | NBGI Private Equity Limited                       |                      |  |         |  |       |  | 100.00% |  |  |  | 100.00% | 
|                                       | NBG Finance                                       |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 
|                                       | Interlease A.D. Sofia                             |                      |  | 87.50%   |  |       |  |        |  |  |  | 87.50%  | 
|                                       | NBGI Jersey Ltd                                   |                      |  |         |  |       |  | 100.00% |  |  |  | 100.00% | 
|                                       | NBG Luxembourg                                    |                      |  | 94.67%   |  |       |  | 5.33%   |  |  |  | 100.00% | 
|                                       | NBG Luxfinance                                    |                      |  | 94.67%   |  |       |  | 5.33%   |  |  |  | 100.00% | 
|                                       | NBG Asset Management                              |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 
|                                       | NBG International Asset Management                |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 
|                                       | National Investment Company                       |                      |  | 36.42%   |  |       |  |        |  |  |  | 36.42%  | 
|Insurance                              |                                                   |                      |  |          |  |       |  |         |  |  |  |        
|                                       | NBG Bancassurance S.A.                            |                      |  | 99.70%   |  |       |  | 0.30%   |  |  |  | 100.00% | 
|                                       | Ethniki Hellenic General Insurance                |                      |  | 73.54%   |  |       |  | 0.84%   |  |  |  | 74.38%  | 
|Business consulting                    |                                                   |                      |  |          |  |       |  |         |  |  |  |        
|                                       | Ethnodata                                         |                      |  | 98.41%   |  |       |  | 1.59%   |  |  |  | 100.00% | 
|                                       | NBG Training Center S.A.                          |                      |  | 98.00%   |  |       |  | 2.00%   |  |  |  | 100.00% | 
|Selected non-banking participations    |                                                   |                      |  |          |  |       |  |         |  |  |  |        
|                                       | NBG Management Services                           |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 
|                                       | National Real Estate                              |                      |  | 79.54%   |  |       |  | 0.60%   |  |  |  | 80.14%  | 
|                                       | DIONISOS S.A.                                     |                      |  |         |  |       |  | 99.86%  |  |  |  | 99.86%  | 
|                                       | KADMOS S.A.                                       |                      |  | 98.17%   |  |       |  | 1.83%   |  |  |  | 100.00% | 
|                                       | EKTENEPOL Construction Company                    |                      |  |         |  |       |  | 100.00% |  |  |  | 100.00% | 
|                                       | Mortgage, Tourist PROTYPOS S.A.                   |                      |  |         |  |       |  | 100.00% |  |  |  | 100.00% | 
|                                       | ERMIONI S.A.                                      |                      |  | 99.91%   |  |       |  | 0.09%   |  |  |  | 100.00% | 
|                                       | GRAND HOTEL SUMMER PALACE S.A.                    |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 
|                                       | Hellenic Tourist Constructions S.A.               |                      |  |         |  |       |  | 77.76%  |  |  |  | 77.76%  | 
|                                       | OLYMPIAS Tourism-Hotels S.A.                      |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 
|                                       | ASTIR PALACE VOULIAGMENIS S.A.                    |                      |  | 76.71%   |  |       |  | 1.25%   |  |  |  | 77.96%  | 
|                                       | ASTIR ALEXANDROUPOLIS S.A.                        |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 
|                                       | National Art S.A. (under liquidation)             |                      |  | 100.00%  |  |       |  |        |  |  |  | 100.00% | 

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|   |                               
|-- | ------------------------------
|D. | Property, Plants and Equipment

We own approximately 2,451 properties, 1,716 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. We are not aware of any environmental issues
that may affect the Banks utilization of its assets.

Our real estate portfolio was recorded at a cost
of
769 million
as at December 31, 2002, of which approximately
674 million,
or 87.6%, 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
95 million
as at December 31, 2002 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 to 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. In
2002 an adjacent building which will function as an annex to our
primary headquarters at 86 Eolou Street was completed. See
Item 4.A, Information on the Company 
History and Development of the Company.

The table below identifies our significant real
property holdings, as at December 31, 2002:

|                                                                   |  |                                                                   |  |                                                                                   |  |                                          |  |                    |        |              |  |  |        | 
|------------------------------------------------------------------ |  | ----------------------------------------------------------------- |  | --------------------------------------------------------------------------------- |  | ---------------------------------------- |  | ------------------ | ------ | ------------ |  |  | ------ | 
|                                                                   |  |                                                                   |  |                                                                                   |  |                                          |  | Book Value         |        |             
|                                                                   |  |                                                                   |  |                                                                                   |  |                                          |  | (per our           |        | Objective   
|                                                                   |  |                                                                   |  |                                                                                   |  |                                          |  | Greek annual       |        | Value       
|                                                                   |  |                                                                   |  |                                                                                   |  |                                          |  | report dated       |        | (as reported
|                                                                   |  |                                                                   |  |                                                                                   |  |                                          |  | December 31,       |        | by the tax  
|Address                                                            |  | Type of Property                                                  |  | Use                                                                               |  | Area                                     |  | 2002)              |        | 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 |  | 33,879 m2, on a site of
    9,687 m 2    |  |                    | 52,609 |              |  |  | 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                                |  |                    | 210    |              |  |  | 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 m2, on a site of
    943 m2        |  |                    | 4,796  |              |  |  | 14,745 | 
|6.  Retsina and Hymettus Str. former
    Akeretsina S.A. Pireaus |  | Industrial                                                        |  | Rented (stores, small industries)                                                 |  | 15,466 m2, on a site of
    26,719 m 2   |  |                    | 4,207  |              |  |  | 14,454 | 
|7.  6 Kar. Serbias, Athens                                         |  | Multi-story building                                              |  | Administrative                                                                    |  | 5,115 m2on a site of
    480 m2          |  |                    | 13,461 |              |  |  | 13,457 | 
|8.  38 Stadiou Str., Athens                                        |  | Multi-story building, listed on historical
    register           |  | Store & administrative services                                                   |  | 8,820 m2, on a site of
    1,700 m2      |  |                    | 13,332 |              |  |  | 13,324 | 

58



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|                                                |  |                      |  |                         |  |                                   |  |                    |        |              |  |  |        | 
|----------------------------------------------- |  | -------------------- |  | ----------------------- |  | --------------------------------- |  | ------------------ | ------ | ------------ |  |  | ------ | 
|                                                |  |                      |  |                         |  |                                   |  | Book Value         |        |             
|                                                |  |                      |  |                         |  |                                   |  | (per our           |        | Objective   
|                                                |  |                      |  |                         |  |                                   |  | Greek annual       |        | Value       
|                                                |  |                      |  |                         |  |                                   |  | report dated       |        | (as reported
|                                                |  |                      |  |                         |  |                                   |  | December 31,       |        | by the tax  
|Address                                         |  | Type of Property     |  | Use                     |  | Area                              |  | 2002)              |        | authorities)
|                                                |  |                      |  |                         |  |                                   |  |                    |        |             
|                                                |  |                      |  |                         |  |                                   |  |                   
|                                                |  |                      |  |                         |  |                                   |  | (EUR in thousands)
|9.  6 Aristotelous Square and
    5 Ploutarchou |  | Multi-story building |  | Administrative services |  | 5,759 m2, on a site of
    879 m2 |  |                    | 10,608 |              |  |  | 10,590 | 
|10. 14 Vas. Amalias Ave, Athens                 |  | Multi-story building |  | Administrative services |  | 4,675 m2on a site of
    483 m2   |  |                    | 3,221  |              |  |  | 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.

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, 2000, 2001 and 2002 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,               
|                                                                           |  |                                       
|                                                                           |  |                                        |            |          |  |        
|                                                                           |  | 2000                                   |            | 2001     |  | 2002   
|                                                                           |  |                                        |            |          |  |        
|                                                                           |  | 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                                                    |  |                                        | 1,286,480  |          |  |         |          |         |  |          |     |         |  |         | 1,313,960  |          |  |         |          |  |  |  |     |  |  |  | 1,061,473  |   |  |  |          |  |  |  |     | 
|Obligatory deposits with central bank                                      |  |                                        | 5,263,387  |          |  |         | 267,401   |         |  |          | 5.08 |         |  |         | 780,317    |          |  |         | 32,537    |  |  |  | 4.17 |  |  |  | 689,771    |   |  |  | 24,146    |  |  |  | 3.50 | 
|Federal funds sold and securities purchased under
    agreements to resell |  |                                        | 249,893    |          |  |         | 17,271    |         |  |          | 6.91 |         |  |         | 949,734    |          |  |         | 27,839    |  |  |  | 2.93 |  |  |  | 2,615,547  |   |  |  | 70,668    |  |  |  | 2.70 | 
|Interest bearing deposits with banks                                       |  |                                        | 4,403,334  |          |  |         | 348,804   |         |  |          | 7.92 |         |  |         | 8,898,875  |          |  |         | 443,319   |  |  |  | 4.98 |  |  |  | 6,932,301  |   |  |  | 216,012   |  |  |  | 3.12 | 
|Money market investments                                                   |  |                                        | 217,811    |          |  |         | 15,395    |         |  |          | 7.07 |         |  |         | 118,917    |          |  |         | 5,987     |  |  |  | 5.03 |  |  |  | 201,871    |   |  |  | 6,343     |  |  |  | 3.14 | 
|Trading assets:                                                            |  |                                        |            |          |  |         |           |         |  |          |      |         |  |         |            |          |  |         |           |  |  |  |      |  |  |  |            |   |  |  |           |  |  |  |      | 
|Debt, equity and derivative instruments                                    |  |                                        | 11,689,579 |          |  |         | 943,172   |         |  |          | 8.07 |         |  |         | 14,284,023 |          |  |         | 689,027   |  |  |  | 4.82 |  |  |  | 13,972,135 |   |  |  | 756,576   |  |  |  | 5.41 | 
|Securities:                                                                |  |                                        |            |          |  |         |           |         |  |          |      |         |  |         |            |          |  |         |           |  |  |  |      |  |  |  |            |   |  |  |           |  |  |  |      | 
|Available-for-sale, at fair value                                          |  |                                        | 3,328,006  |          |  |         | 194,952   |         |  |          | 5.86 |         |  |         | 3,199,774  |          |  |         | 171,202   |  |  |  | 5.35 |  |  |  | 3,742,323  |   |  |  | 167,315   |  |  |  | 4.47 | 
|Held-to-maturity, at amortized cost                                        |  |                                        | 2,454,207  |          |  |         | 186,172   |         |  |          | 7.59 |         |  |         |           |          |  |         |          |  |  |  |     |  |  |  |           |   |  |  |          |  |  |  |     | 
|Loans                                                                      |  |                                        | 15,884,584 |          |  |         | 1,322,653 |         |  |          | 8.33 |         |  |         | 18,297,112 |          |  |         | 1,220,267 |  |  |  | 6.67 |  |  |  | 19,616,864 |   |  |  | 1,154,660 |  |  |  | 5.89 | 
|Less: Allowance for loan losses                                            |  |                                        | (944,558   | )        |  |         |          |         |  |          |     |         |  |         | (941,194   | )        |  |         |          |  |  |  |     |  |  |  | (921,989   | ) |  |  |          |  |  |  |     | 
|Net loans                                                                  |  |                                        | 14,940,026 |          |  |         |          |         |  |          |     |         |  |         | 17,355,918 |          |  |         |          |  |  |  |     |  |  |  | 18,694,875 |   |  |  |          |  |  |  |     | 
|Intangible assets                                                          |  |                                        | 99,607     |          |  |         |          |         |  |          |     |         |  |         | 115,762    |          |  |         |          |  |  |  |     |  |  |  | 164,652    |   |  |  |          |  |  |  |     | 
|Premises and equipment, net                                                |  |                                        | 687,959    |          |  |         |          |         |  |          |     |         |  |         | 639,472    |          |  |         |          |  |  |  |     |  |  |  | 792,376    |   |  |  |          |  |  |  |     | 
|Customers liability on acceptances                                        |  |                                        | 675        |          |  |         |          |         |  |          |     |         |  |         | 490        |          |  |         |          |  |  |  |     |  |  |  | 1,517      |   |  |  |          |  |  |  |     | 
|Accrued interest receivable                                                |  |                                        | 851,439    |          |  |         |          |         |  |          |     |         |  |         | 314,785    |          |  |         |          |  |  |  |     |  |  |  | 219,037    |   |  |  |          |  |  |  |     | 
|Other assets                                                               |  |                                        | 1,897,535  |          |  |         | 76,067    |         |  |          | 4.01 |         |  |         | 2,542,521  |          |  |         | 31,131    |  |  |  | 1.22 |  |  |  | 4,919,096  |   |  |  | 20,978    |  |  |  | 0.43 | 
|                                                                           |  |                                        |            |          |  |         |           |         |  |          |      |         |  |         |            |          |  |         |           |  |  |  |      |  |  |  |            |   |  |  |           |  |  |  |      | 
|Total Assets                                                               |  |                                        | 47,369,938 |          |  |         | 3,371,887 |         |  |          | 7.12 |         |  |         | 50,514,548 |          |  |         | 2,621,309 |  |  |  | 5.19 |  |  |  | 54,006,974 |   |  |  | 2,416,698 |  |  |  | 4.47 | 
|                                                                           |  |                                        |            |          |  |         |           |         |  |          |      |         |  |         |            |          |  |         |           |  |  |  |      |  |  |  |            |   |  |  |           |  |  |  |      | 

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##### Table of Contents



|                                                             |  |                                        |            |          |  |         |           |         |  |          |      |         |  |         |            |          |  |         |           |  |  |  |      |  |  |  |            |  |  |  |           |  |  |  |      | 
|------------------------------------------------------------ |  | -------------------------------------- | ---------- | -------- |  | ------- | --------- | ------- |  | -------- | ---- | ------- |  | ------- | ---------- | -------- |  | ------- | --------- |  |  |  | ---- |  |  |  | ---------- |  |  |  | --------- |  |  |  | ---- | 
|                                                             |  |                                       
|                                                             |  | Year ended December 31,               
|                                                             |  |                                       
|                                                             |  |                                        |            |          |  |        
|                                                             |  | 2000                                   |            | 2001     |  | 2002   
|                                                             |  |                                        |            |          |  |        
|                                                             |  | Average                                |            |          |  | Average |           | Average |  |          |      | Average |  | Average |            |          |  | Average
|                                                             |  | Balance                                |            | Interest |  | Rate    |           | Balance |  | Interest |      | Rate    |  | Balance |            | Interest |  | Rate   
|                                                             |  |                                        |            |          |  |         |           |         |  |          |      |         |  |         |            |          |  |        
|                                                             |  |                                        |            |          |  | %       |           |         |  |          |      | %       |  |         |            |          |  | %      
|                                                             |  |                                       
|                                                             |  | (EUR in thousands, except percentages)
|Liabilities:                                                 |  |                                        |            |          |  |         |           |         |  |          |      |         |  |         |            |          |  |         |           |  |  |  |      |  |  |  |            |  |  |  |           |  |  |  |      | 
|Deposits                                                     |  |                                        | 38,584,082 |          |  |         | 2,044,244 |         |  |          | 5.30 |         |  |         | 40,893,238 |          |  |         | 1,209,218 |  |  |  | 2.96 |  |  |  | 42,539,266 |  |  |  | 923,640   |  |  |  | 2.17 | 
|Central bank borrowings                                      |  |                                        | 84,197     |          |  |         | 7,551     |         |  |          | 8.97 |         |  |         | 74,040     |          |  |         | 7,348     |  |  |  | 9.93 |  |  |  | 52,967     |  |  |  | 5,140     |  |  |  | 9.70 | 
|Securities sold under agreements to repurchase               |  |                                        | 4,096,402  |          |  |         | 344,340   |         |  |          | 8.41 |         |  |         | 4,753,271  |          |  |         | 149,558   |  |  |  | 3.15 |  |  |  | 7,087,318  |  |  |  | 211,724   |  |  |  | 2.99 | 
|Other borrowed funds                                         |  |                                        | 207,492    |          |  |         | 17,693    |         |  |          | 8.53 |         |  |         | 197,784    |          |  |         | 9,147     |  |  |  | 4.63 |  |  |  | 148,241    |  |  |  | 5,654     |  |  |  | 3.81 | 
|Acceptances outstanding                                      |  |                                        | 675        |          |  |         |          |         |  |          |     |         |  |         | 490        |          |  |         |          |  |  |  |     |  |  |  | 1,517      |  |  |  |          |  |  |  |     | 
|Accounts payable, accrued expenses and other
    Liabilities |  |                                        | 3,200,875  |          |  |         | 9,121     |         |  |          | 0.28 |         |  |         | 1,844,578  |          |  |         | 2,908     |  |  |  | 0.16 |  |  |  | 1,689,250  |  |  |  | 6,384     |  |  |  | 0.38 | 
|Long-term debt                                               |  |                                        | 284,211    |          |  |         | 19,639    |         |  |          | 6.91 |         |  |         | 292,337    |          |  |         | 14,932    |  |  |  | 5.11 |  |  |  | 560,985    |  |  |  | 22,481    |  |  |  | 4.01 | 
|                                                             |  |                                        |            |          |  |         |           |         |  |          |      |         |  |         |            |          |  |         |           |  |  |  |      |  |  |  |            |  |  |  |           |  |  |  |      | 
|Total Liabilities                                            |  |                                        | 46,457,934 |          |  |         | 2,442,588 |         |  |          | 5.26 |         |  |         | 48,055,738 |          |  |         | 1,393,111 |  |  |  | 2.90 |  |  |  | 52,079,544 |  |  |  | 1,175,023 |  |  |  | 2.26 | 
|                                                             |  |                                        |            |          |  |         |           |         |  |          |      |         |  |         |            |          |  |         |           |  |  |  |      |  |  |  |            |  |  |  |           |  |  |  |      | 




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, 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.

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.

60



---



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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 obligatory 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 | )
|                                                                           |  |                    |          |           |  |               |         |   |  |  |          |  

|                                                                           |  |                    |            |           |  |               |          |   |  |  |            |  
|-------------------------------------------------------------------------- |  | ------------------ | ---------- | --------- |  | ------------- | -------- | - |  |  | ---------- | -
|                                                                           |  |                   
|                                                                           |  | 2000 vs. 2001     
|                                                                           |  |                   
|                                                                           |  | Total              |            | Due to    |  | Due to       
|                                                                           |  | interest           |            | change in |  | change in    
|                                                                           |  | change             |            | volume    |  | interest rate
|                                                                           |  |                    |            |           |  |              
|                                                                           |  |                   
|                                                                           |  | (EUR in thousands)
|ASSETS                                                                     |  |                    |            |           |  |               |          |   |  |  |            |  
|Cash and due from banks and obligatory deposits
    with central bank      |  |                    | (234,864   | )         |  |               | (227,759 | ) |  |  | (7,105     | )
|Federal funds sold and securities purchased under
    agreements to resell |  |                    | 10,568     |           |  |               | 48,367   |   |  |  | (37,799    | )
|Interest bearing deposits with banks                                       |  |                    | 94,515     |           |  |               | 356,109  |   |  |  | (261,594   | )
|Money market investments                                                   |  |                    | (9,409     | )         |  |               | (6,991   | ) |  |  | (2,418     | )
|Trading assets and derivative instruments                                  |  |                    | (254,145   | )         |  |               | 209,332  |   |  |  | (463,477   | )
|Securities:                                                                |  |                    |            |           |  |               |          |   |  |  |            |  
|Available-for-sale, at fair value                                          |  |                    | (23,751    | )         |  |               | (7,513   | ) |  |  | (16,238    | )
|Held-to-maturity, at amortized cost                                        |  |                    | (186,172   | )         |  |               | (186,172 | ) |  |  |           |  
|Loans                                                                      |  |                    | (102,386   | )         |  |               | 200,883  |   |  |  | (303,269   | )
|Other assets                                                               |  |                    | (44,936    | )         |  |               | 25,855   |   |  |  | (70,791    | )
|                                                                           |  |                    |            |           |  |               |          |   |  |  |            |  
|Total Assets                                                               |  |                    | (750,580   | )         |  |               | 412,111  |   |  |  | (1,162,691 | )
|                                                                           |  |                    |            |           |  |               |          |   |  |  |            |  
|LIABILITIES                                                                |  |                    |            |           |  |               |          |   |  |  |            |  
|Deposits                                                                   |  |                    | (835,026   | )         |  |               | 122,342  |   |  |  | (957,368   | )
|Central bank borrowings                                                    |  |                    | (202       | )         |  |               | (909     | ) |  |  | 707        |  
|Securities sold under agreements to repurchase                             |  |                    | (194,782   | )         |  |               | 55,216   |   |  |  | (249,998   | )
|Other borrowed funds                                                       |  |                    | (8,546     | )         |  |               | (828     | ) |  |  | (7,718     | )
|Accounts payable, accrued expenses and other
    liabilities               |  |                    | (6,213     | )         |  |               | (3,865   | ) |  |  | (2,348     | )
|Long-term debt                                                             |  |                    | (4,707     | )         |  |               | 561      |   |  |  | (5,268     | )
|                                                                           |  |                    |            |           |  |               |          |   |  |  |            |  
|Total Liabilities                                                          |  |                    | (1,049,476 | )         |  |               | 172,517  |   |  |  | (1,221,993 | )
|                                                                           |  |                    |            |           |  |               |          |   |  |  |            |  

61



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##### Table of Contents



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,               
|                                     |  |                                       
|                                     |  | 2000                                   |            | 2001 |  | 2002
|                                     |  |                                        |            |      |  |     
|                                     |  |                                       
|                                     |  | (EUR in thousands, except percentages)
|Average interest earning assets      |  |                                        | 43,490,800 |      |  |      | 46,528,751 |  |  |  | 47,770,813 | 
|Interest income                      |  |                                        | 3,371,888  |      |  |      | 2,621,310  |  |  |  | 2,416,698  | 
|Average interest bearing liabilities |  |                                        | 43,256,384 |      |  |      | 46,261,413 |  |  |  | 50,388,777 | 
|Interest expense                     |  |                                        | 2,442,589  |      |  |      | 1,393,113  |  |  |  | 1,175,023  | 
|Net interest income                  |  |                                        | 929,299    |      |  |      | 1,228,197  |  |  |  | 1,241,675  | 
|Net interest margin(1)               |  |                                        | 2.14%      |      |  |      | 2.64%      |  |  |  | 2.60%      | 






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

Return on Equity and Assets

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

|                                     |                                 |                                        |            |       |  |      |            |       |  |  |            |       | 
|------------------------------------ | ------------------------------- | -------------------------------------- | ---------- | ----- |  | ---- | ---------- | ----- |  |  | ---------- | ----- | 
|                                     |                                 |                                       
|                                     |                                 | Year ended December 31,               
|                                     |                                 |                                       
|                                     |                                 | 2000                                   |            | 2001  |  | 2002
|                                     |                                 |                                        |            |       |  |     
|                                     |                                 |                                       
|                                     |                                 | (EUR in thousands, except percentages)
|Net interest income                  |                                 |                                        | 929,299    |       |  |      | 1,228,197  |       |  |  | 1,241,675  |      
|Net income                           |                                 |                                        | 372,791    |       |  |      | 204,974    |       |  |  | 126,873    |      
|Average total assets                 |                                 |                                        | 47,369,938 |       |  |      | 50,514,548 |       |  |  | 54,006,974 |      
|Average shareholders equity(1)      |                                 |                                        | 1,539,593  |       |  |      | 1,362,610  |       |  |  | 1,297,497  |      
|Net interest income as a percent of: |                                 |                                        |            |       |  |      |            |       |  |  |            |      
|                                     | Average total assets            |                                        |            | 2.0%  |  |      |            | 2.4%  |  |  |            | 2.3%  | 
|                                     | Average shareholders equity(1) |                                        |            | 60.4% |  |      |            | 90.1% |  |  |            | 95.7% | 
|Net income as a percent of:          |                                 |                                        |            |       |  |      |            |       |  |  |            |      
|                                     | Average total assets            |                                        |            | 0.8%  |  |      |            | 0.4%  |  |  |            | 0.2%  | 
|                                     | Average shareholders equity(1) |                                        |            | 24.2% |  |      |            | 15.0% |  |  |            | 9.8%  | 






|    |                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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, 2002, the Groups
investment securities were carried at a book value of
19,122.1 million,
representing 34.6% of the Groups total assets. Greek
Treasury bonds and other Greek State or State-guaranteed
securities accounted for
14,047.3 million,
or 73.5% 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, securities
available-for-sale and securities held-to-maturity.

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

62



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##### Table of Contents



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 ASE 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.

The following table sets forth the cost and fair
value of each type of the Groups trading securities at
December 31, 2000, 2001 and 2002:

|                                                                       |  |                         |            |       |  |           |            |       |  |           |            |       |  |  |            |  |  |  |            |  |  |  |            | 
|---------------------------------------------------------------------- |  | ----------------------- | ---------- | ----- |  | --------- | ---------- | ----- |  | --------- | ---------- | ----- |  |  | ---------- |  |  |  | ---------- |  |  |  | ---------- | 
|                                                                       |  |                        
|                                                                       |  | Year ended December 31,
|                                                                       |  |                        
|                                                                       |  |                         |            |       |  |          
|                                                                       |  | 2000                    |            | 2001  |  | 2002     
|                                                                       |  |                         |            |       |  |          
|                                                                       |  | Amortized               |            | Fair  |  | Amortized |            | Fair  |  | Amortized |            | Fair 
|                                                                       |  | Cost                    |            | Value |  | Cost      |            | Value |  | Cost      |            | Value
|                                                                       |  |                         |            |       |  |           |            |       |  |           |            |      
|                                                                       |  |                        
|                                                                       |  | (EUR in thousands)     
|Trading Account Securities                                             |  |                         |            |       |  |           |            |       |  |           |            |       |  |  |            |  |  |  |            |  |  |  |            | 
|Greek government bonds                                                 |  |                         | 11,464,698 |       |  |           | 11,795,155 |       |  |           | 12,684,640 |       |  |  | 12,681,367 |  |  |  | 12,845,393 |  |  |  | 12,921,289 | 
|Certificates of deposit, bankers
    acceptances and commercial paper |  |                         | 304,596    |       |  |           | 312,725    |       |  |           | 289,520    |       |  |  | 292,519    |  |  |  | 142,983    |  |  |  | 145,766    | 
|Debt securities issued by other governments and
    public entities    |  |                         | 170,104    |       |  |           | 169,203    |       |  |           | 64,784     |       |  |  | 66,453     |  |  |  | 146,458    |  |  |  | 147,975    | 
|Debt securities issued by foreign financial
    institutions           |  |                         | 170,882    |       |  |           | 171,997    |       |  |           | 560,379    |       |  |  | 562,717    |  |  |  | 645,408    |  |  |  | 640,172    | 
|Debt securities issued by Greek financial
    institutions             |  |                         | 5,171      |       |  |           | 5,183      |       |  |           | 66,474     |       |  |  | 67,146     |  |  |  | 44,483     |  |  |  | 44,488     | 
|Equity securities issued by companies
    incorporated in Greece       |  |                         | 646,665    |       |  |           | 498,089    |       |  |           | 458,585    |       |  |  | 294,018    |  |  |  | 312,658    |  |  |  | 127,986    | 
|Equity securities issued by foreign companies                          |  |                         | 5,018      |       |  |           | 5,186      |       |  |           | 6,180      |       |  |  | 5,729      |  |  |  | 5,332      |  |  |  | 4,442      | 
|Other                                                                  |  |                         | 673,867    |       |  |           | 674,615    |       |  |           | 1,395,800  |       |  |  | 1,402,142  |  |  |  | 1,229,149  |  |  |  | 1,245,980  | 
|                                                                       |  |                         |            |       |  |           |            |       |  |           |            |       |  |  |            |  |  |  |            |  |  |  |            | 
|Total Trading Account Securities                                       |  |                         | 13,441,001 |       |  |           | 13,632,153 |       |  |           | 15,526,362 |       |  |  | 15,372,091 |  |  |  | 15,371,864 |  |  |  | 15,278,098 | 
|                                                                       |  |                         |            |       |  |           |            |       |  |           |            |       |  |  |            |  |  |  |            |  |  |  |            | 

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.

63



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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, 2000, 2001 and
2002:

|                                                                              |  |                         |           |            |  |            |        |       |  |           |          |            |  |            |           |       |  |           |           |            |  |            |         |       |  |  |          |   |  |  |           |  |  |  |           |  |  |  |         |  |  |  |          |   |  |  |           | 
|----------------------------------------------------------------------------- |  | ----------------------- | --------- | ---------- |  | ---------- | ------ | ----- |  | --------- | -------- | ---------- |  | ---------- | --------- | ----- |  | --------- | --------- | ---------- |  | ---------- | ------- | ----- |  |  | -------- | - |  |  | --------- |  |  |  | --------- |  |  |  | ------- |  |  |  | -------- | - |  |  | --------- | 
|                                                                              |  |                        
|                                                                              |  | Year ended December 31,
|                                                                              |  |                        
|                                                                              |  |                         |           |            |  |           
|                                                                              |  | 2000                    |           | 2001       |  | 2002      
|                                                                              |  |                         |           |            |  |           
|                                                                              |  |                         |           | 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                                                        |  |                         | 747,921   |            |  |            | 50,650 |       |  |           | (6,993   | )          |  |            | 791,578   |       |  |           | 1,098,820 |            |  |            | 89,069  |       |  |  | (2,530   | ) |  |  | 1,185,359 |  |  |  | 1,062,601 |  |  |  | 66,370  |  |  |  | (2,962   | ) |  |  | 1,126,009 | 
|Mortgage-backed securities                                                    |  |                         | 219,974   |            |  |            |       |       |  |           | (2,072   | )          |  |            | 217,902   |       |  |           | 160,288   |            |  |            | 1,233   |       |  |  |         |   |  |  | 161,521   |  |  |  | 127,775   |  |  |  | 5,236   |  |  |  | (2       | ) |  |  | 133,009   | 
|Collateralized mortgage obligations                                           |  |                         | 315,196   |            |  |            | 361    |       |  |           | (3,645   | )          |  |            | 311,912   |       |  |           | 397,858   |            |  |            |        |       |  |  | (2,644   | ) |  |  | 395,214   |  |  |  | 941,042   |  |  |  | 5,861   |  |  |  | (1,350   | ) |  |  | 945,553   | 
|Debt securities issued by other governments and
    public entities           |  |                         | 669,696   |            |  |            | 10,045 |       |  |           | (11,516  | )          |  |            | 668,225   |       |  |           | 634,092   |            |  |            | 14,732  |       |  |  | (5,007   | ) |  |  | 643,817   |  |  |  | 582,965   |  |  |  | 33,511  |  |  |  | (3,990   | ) |  |  | 612,486   | 
|Corporate debt securities issued by companies
    incorporated in Greece      |  |                         | 63,724    |            |  |            | 1,253  |       |  |           |         |            |  |            | 64,977    |       |  |           | 162,691   |            |  |            | 2,274   |       |  |  | (616     | ) |  |  | 164,349   |  |  |  | 99,737    |  |  |  | 2,661   |  |  |  | (112     | ) |  |  | 102,286   | 
|Corporate debt securities issued by companies
    incorporated outside Greece |  |                         | 392,364   |            |  |            | 3,255  |       |  |           | (9,517   | )          |  |            | 386,102   |       |  |           | 481,012   |            |  |            | 2,322   |       |  |  | (8,698   | ) |  |  | 474,636   |  |  |  | 337,891   |  |  |  | 7,007   |  |  |  | (6,940   | ) |  |  | 337,958   | 
|Equity securities issued by companies
    incorporated in Greece              |  |                         | 207,296   |            |  |            | 22,336 |       |  |           | (55,439  | )          |  |            | 174,193   |       |  |           | 202,729   |            |  |            | 6,377   |       |  |  | (73,723  | ) |  |  | 135,383   |  |  |  | 292,837   |  |  |  | 2,623   |  |  |  | (141,215 | ) |  |  | 154,245   | 
|Equity securities issued by companies
    incorporated outside Greece         |  |                         | 19,877    |            |  |            | 1,459  |       |  |           | (11,222  | )          |  |            | 10,114    |       |  |           | 4,916     |            |  |            | 76      |       |  |  | (1,033   | ) |  |  | 3,959     |  |  |  | 4,416     |  |  |  | 158     |  |  |  | (670     | ) |  |  | 3,904     | 
|Other                                                                         |  |                         | 280,320   |            |  |            | 10,315 |       |  |           | (51,360  | )          |  |            | 239,275   |       |  |           | 363,542   |            |  |            | 2,348   |       |  |  | (35,612  | ) |  |  | 330,278   |  |  |  | 470,717   |  |  |  | 5,435   |  |  |  | (47,640  | ) |  |  | 428,512   | 
|                                                                              |  |                         |           |            |  |            |        |       |  |           |          |            |  |            |           |       |  |           |           |            |  |            |         |       |  |  |          |   |  |  |           |  |  |  |           |  |  |  |         |  |  |  |          |   |  |  |           | 
|Total available- for-sale securities                                          |  |                         | 2,916,368 |            |  |            | 99,674 |       |  |           | (151,764 | )          |  |            | 2,864,278 |       |  |           | 3,505,948 |            |  |            | 118,431 |       |  |  | (129,863 | ) |  |  | 3,494,516 |  |  |  | 3,919,981 |  |  |  | 128,862 |  |  |  | (204,881 | ) |  |  | 3,843,962 | 
|                                                                              |  |                         |           |            |  |            |        |       |  |           |          |            |  |            |           |       |  |           |           |            |  |            |         |       |  |  |          |   |  |  |           |  |  |  |           |  |  |  |         |  |  |  |          |   |  |  |           | 
|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 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. The amortized cost and
fair value of these securities at December 31, 2002 was
3,920.0 million
and
3,844.0 million,
respectively.

64



---



##### Table of Contents



The following table sets forth the book value of
the Groups securities by maturity at December 31,
2002:

|                                                                              |  |                                        |           |                        |  |                          |      |                 |  |          |           |       |  |           |           |          |  |       |      |           |  |          |           |       |  |  |           |  |  |  |      |   |  |  |           |  |  |  |           |  |  |  |      |   |  |  |           | 
|----------------------------------------------------------------------------- |  | -------------------------------------- | --------- | ---------------------- |  | ------------------------ | ---- | --------------- |  | -------- | --------- | ----- |  | --------- | --------- | -------- |  | ----- | ---- | --------- |  | -------- | --------- | ----- |  |  | --------- |  |  |  | ---- | - |  |  | --------- |  |  |  | --------- |  |  |  | ---- | - |  |  | --------- | 
|                                                                              |  |                                       
|                                                                              |  | Year ended December 31, 2002          
|                                                                              |  |                                       
|                                                                              |  |                                        |           |                        |  |                          |      |                
|                                                                              |  |                                        |           | 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                                                 |  |                                        | 982,348   |                        |  |                          | 3.30 | %               |  |          | 979,789   |       |  |           | 8,630,904 |          |  |       | 3.84 | %         |  |          | 8,666,786 |       |  |  | 2,643,698 |  |  |  | 4.15 | % |  |  | 2,675,836 |  |  |  | 588,443   |  |  |  | 4.94 | % |  |  | 598,878   | 
|Certificates of deposit, bankers
    acceptances and commercial paper        |  |                                        | 142,983   |                        |  |                          | 4.07 | %               |  |          | 145,766   |       |  |           |          |          |  |       |     |           |  |          |          |       |  |  |          |  |  |  |     |   |  |  |          |  |  |  |          |  |  |  |     |   |  |  |          | 
|Debt securities issued by other governments and
    public entities           |  |                                        | 27,091    |                        |  |                          | 3.65 | %               |  |          | 26,719    |       |  |           | 14,823    |          |  |       | 5.55 | %         |  |          | 14,621    |       |  |  | 53,090    |  |  |  | 5.91 | % |  |  | 53,803    |  |  |  | 51,454    |  |  |  | 5.95 | % |  |  | 52,832    | 
|Debt securities issued by Greek financial
    institutions                    |  |                                        | 10,156    |                        |  |                          | 3.78 | %               |  |          | 10,156    |       |  |           |          |          |  |       |     |           |  |          |          |       |  |  | 34,327    |  |  |  | 4.48 | % |  |  | 34,332    |  |  |  |          |  |  |  |     |   |  |  |          | 
|Debt securities issued by foreign financial
    institutions                  |  |                                        | 5,700     |                        |  |                          | 3.10 | %               |  |          | 5,649     |       |  |           | 116,688   |          |  |       | 4.50 | %         |  |          | 125,552   |       |  |  | 496,763   |  |  |  | 5.18 | % |  |  | 483,987   |  |  |  | 26,256    |  |  |  | 3.76 | % |  |  | 24,984    | 
|Corporate debt securities issued by Greek
    companies                       |  |                                        | 20,888    |                        |  |                          | 3.34 | %               |  |          | 20,888    |       |  |           | 259,355   |          |  |       | 4.61 | %         |  |          | 264,481   |       |  |  | 50,317    |  |  |  | 5.21 | % |  |  | 54,885    |  |  |  |          |  |  |  |     |   |  |  |          | 
|Corporate debt securities issued by foreign
    companies                     |  |                                        | 77,397    |                        |  |                          | 4.54 | %               |  |          | 77,141    |       |  |           | 294,145   |          |  |       | 5.91 | %         |  |          | 277,287   |       |  |  | 511,623   |  |  |  | 6.17 | % |  |  | 536,573   |  |  |  | 13,801    |  |  |  | 4.06 | % |  |  | 14,105    | 
|                                                                              |  |                                        |           |                        |  |                          |      |                 |  |          |           |       |  |           |           |          |  |       |      |           |  |          |           |       |  |  |           |  |  |  |      |   |  |  |           |  |  |  |           |  |  |  |      |   |  |  |           | 
|Total trading account securities                                              |  |                                        | 1,266,563 |                        |  |                          | 3.48 | %               |  |          | 1,266,108 |       |  |           | 9,315,915 |          |  |       | 3.94 | %         |  |          | 9,348,727 |       |  |  | 3,789,818 |  |  |  | 4.60 | % |  |  | 3,839,416 |  |  |  | 679,954   |  |  |  | 4.95 | % |  |  | 690,799   | 
|                                                                              |  |                                        |           |                        |  |                          |      |                 |  |          |           |       |  |           |           |          |  |       |      |           |  |          |           |       |  |  |           |  |  |  |      |   |  |  |           |  |  |  |           |  |  |  |      |   |  |  |           | 
|Available-for-sale securities                                                 |  |                                        |           |                        |  |                          |      |                 |  |          |           |       |  |           |           |          |  |       |      |           |  |          |           |       |  |  |           |  |  |  |      |   |  |  |           |  |  |  |           |  |  |  |      |   |  |  |           | 
|Greek government and agencies                                                 |  |                                        | 237,855   |                        |  |                          | 1.98 | %               |  |          | 252,133   |       |  |           | 359,381   |          |  |       | 3.38 | %         |  |          | 364,834   |       |  |  | 278,019   |  |  |  | 3.79 | % |  |  | 295,889   |  |  |  | 187,346   |  |  |  | 4.53 | % |  |  | 213,153   | 
|Mortgage-backed securities                                                    |  |                                        | 176       |                        |  |                          | 5.14 | %               |  |          | 178       |       |  |           | 471       |          |  |       | 4.73 | %         |  |          | 483       |       |  |  | 1,946     |  |  |  | 6.00 | % |  |  | 2,033     |  |  |  | 125,182   |  |  |  | 6.13 | % |  |  | 130,315   | 
|Collateralized mortgage obligations                                           |  |                                        |          |                        |  |                          |     |                 |  |          |          |       |  |           | 12,074    |          |  |       | 3.89 | %         |  |          | 12,210    |       |  |  | 69,515    |  |  |  | 4.79 | % |  |  | 69,585    |  |  |  | 859,453   |  |  |  | 5.30 | % |  |  | 863,758   | 
|Debt securities issued by other governments and
    public entities           |  |                                        | 72,099    |                        |  |                          | 3.56 | %               |  |          | 72,191    |       |  |           | 161,261   |          |  |       | 4.80 | %         |  |          | 165,172   |       |  |  | 218,825   |  |  |  | 6.39 | % |  |  | 229,694   |  |  |  | 130,780   |  |  |  | 1.45 | % |  |  | 145,429   | 
|Corporate debt securities issued by companies
    incorporated in Greece      |  |                                        | 2,000     |                        |  |                          |     |                 |  |          | 2,001     |       |  |           | 74,353    |          |  |       | 3.44 | %         |  |          | 76,971    |       |  |  | 22,885    |  |  |  | 1.36 | % |  |  | 22,811    |  |  |  | 499       |  |  |  |     |   |  |  | 503       | 
|Corporate debt securities issued by companies
    incorporated outside Greece |  |                                        | 13,537    |                        |  |                          | 3.13 | %               |  |          | 13,544    |       |  |           | 145,485   |          |  |       | 5.20 | %         |  |          | 149,442   |       |  |  | 89,518    |  |  |  | 4.67 | % |  |  | 89,667    |  |  |  | 89,351    |  |  |  | 4.21 | % |  |  | 85,305    | 
|Other                                                                         |  |                                        | 1,616     |                        |  |                          | 3.28 | %               |  |          | 1,633     |       |  |           | 48        |          |  |       | 6.10 | %         |  |          | 48        |       |  |  | 9,707     |  |  |  |     |   |  |  | 9,609     |  |  |  | 13,206    |  |  |  |     |   |  |  | 13,206    | 
|                                                                              |  |                                        |           |                        |  |                          |      |                 |  |          |           |       |  |           |           |          |  |       |      |           |  |          |           |       |  |  |           |  |  |  |      |   |  |  |           |  |  |  |           |  |  |  |      |   |  |  |           | 
|Total available- for-sale securities                                          |  |                                        | 327,283   |                        |  |                          | 2.39 | %               |  |          | 341,680   |       |  |           | 753,073   |          |  |       | 4.05 | %         |  |          | 769,160   |       |  |  | 690,415   |  |  |  | 4.70 | % |  |  | 719,288   |  |  |  | 1,405,817 |  |  |  | 4.79 | % |  |  | 1,451,669 | 
|                                                                              |  |                                        |           |                        |  |                          |      |                 |  |          |           |       |  |           |           |          |  |       |      |           |  |          |           |       |  |  |           |  |  |  |      |   |  |  |           |  |  |  |           |  |  |  |      |   |  |  |           | 
|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                                            |  |                                        |          |                        |  |                          |     |                 |  |          |          |       |  |           |          |          |  |       |     |           |  |          |          |       |  |  |          |  |  |  |     |   |  |  |          |  |  |  |          |  |  |  |     |   |  |  |          | 
|                                                                              |  |                                        |           |                        |  |                          |      |                 |  |          |           |       |  |           |           |          |  |       |      |           |  |          |           |       |  |  |           |  |  |  |      |   |  |  |           |  |  |  |           |  |  |  |      |   |  |  |           | 

65



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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, 2002 was
14,047.3 million.

During 2000, as Greece confirmed its adoption of
the euro and the yield on Greek government bonds reduced, we
sold securities in our held-to-maturity securities portfolio and
reclassified the balance into our trading portfolio. As a
result, we had no held-to-maturity securities at the end of
2000. 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 its other markets. At
December 31, 2002, the amount of the Groups total
outstanding loans and advances to customers equalled
20,631.3 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 83.3% of
the Groups loan portfolio was to Greek residents as at
December 31, 2002. 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,
1998, 1999, 2000, 2001 and 2002. Amounts below are presented
based on U.S. GAAP financial data.

|                              |                             |                         |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |           | 
|----------------------------- | --------------------------- | ----------------------- | ---------- | --------- |  | ---- | ---------- | --------- |  | ---- | ---------- | --------- |  |  | ---------- | --------- |  |  | ---------- | --------- | 
|                              |                             |                        
|                              |                             | Year ended December 31,
|                              |                             |                        
|                              |                             | 1998                    |            | 1999      |  | 2000 |            | 2001      |  | 2002
|                              |                             |                         |            |           |  |      |            |           |  |     
|                              |                             |                        
|                              |                             | (EUR in thousands)     
|Greek residents:              |                             |                         |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|Consumer:                     |                             |                         |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|                              | Residential mortgages       |                         |            | 2,709,949 |  |      |            | 3,082,891 |  |      |            | 3,616,367 |  |  |            | 4,521,013 |  |  |            | 5,559,819 | 
|                              | Credit card                 |                         |            | 290,412   |  |      |            | 374,060   |  |      |            | 495,037   |  |  |            | 779,712   |  |  |            | 1,030,071 | 
|                              | Auto financings             |                         |            | 9,855     |  |      |            | 16,628    |  |      |            | 95,281    |  |  |            | 285,658   |  |  |            | 283,344   | 
|                              | Other consumers             |                         |            | 247,055   |  |      |            | 387,340   |  |      |            | 632,205   |  |  |            | 733,510   |  |  |            | 957,020   | 
|                              |                             |                         |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|Total                         |                             |                         | 3,257,271  |           |  |      | 3,860,919  |           |  |      | 4,838,890  |           |  |  | 6,319,893  |           |  |  | 7,830,254  |          
|                              |                             |                         |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|Commercial:                   |                             |                         |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|                              | Industry and mining         |                         |            | 2,244,919 |  |      |            | 2,159,583 |  |      |            | 2,404,549 |  |  |            | 1,870,698 |  |  |            | 1,992,235 | 
|                              | Small-scale industry        |                         |            | 677,978   |  |      |            | 669,010   |  |      |            | 621,781   |  |  |            | 687,044   |  |  |            | 685,704   | 
|                              | Trade                       |                         |            | 1,542,503 |  |      |            | 2,079,985 |  |      |            | 2,399,387 |  |  |            | 2,032,191 |  |  |            | 2,322,891 | 
|                              | Construction                |                         |            | 135,372   |  |      |            | 105,855   |  |      |            | 96,980    |  |  |            | 148,244   |  |  |            | 228,986   | 
|                              | Tourism                     |                         |            | 291,202   |  |      |            | 236,602   |  |      |            | 237,661   |  |  |            | 293,562   |  |  |            | 291,207   | 
|                              | Shipping and transportation |                         |            | 468,411   |  |      |            | 579,833   |  |      |            | 756,901   |  |  |            | 867,485   |  |  |            | 856,660   | 
|                              | Commercial mortgages        |                         |            | 138,483   |  |      |            | 150,512   |  |      |            | 130,853   |  |  |            | 175,431   |  |  |            | 100,636   | 
|                              | Public sector               |                         |            | 1,493,359 |  |      |            | 2,035,663 |  |      |            | 2,414,054 |  |  |            | 3,653,439 |  |  |            | 2,186,293 | 
|                              | Other                       |                         |            | 151,149   |  |      |            | 328,117   |  |      |            | 575,117   |  |  |            | 1,034,325 |  |  |            | 704,155   | 
|                              |                             |                         |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|Total                         |                             |                         | 7,143,376  |           |  |      | 8,345,160  |           |  |      | 9,637,283  |           |  |  | 10,762,419 |           |  |  | 9,368,767  |          
|                              |                             |                         |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|Total Greek residents loans   |                             |                         | 10,400,647 |           |  |      | 12,206,079 |           |  |      | 14,476,173 |           |  |  | 17,082,312 |           |  |  | 17,199,021 |          
|Unearned income               |                             |                         | (8,070     | )         |  |      | (276       | )         |  |      |           |           |  |  |           |           |  |  |           |          
|                              |                             |                         |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|Loans, net of unearned income |                             |                         | 10,392,577 |           |  |      | 12,205,803 |           |  |      | 14,476,173 |           |  |  | 17,082,312 |           |  |  | 17,199,021 |          
|                              |                             |                         |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          

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|                                    |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |         | 
|----------------------------------- | --------------------------- | ----------------------- | ---------- | ------- |  | ---- | ---------- | ------- |  | ---- | ---------- | ------- |  |  | ---------- | ------- |  |  | ---------- | ------- | 
|                                    |                             |                        
|                                    |                             | Year ended December 31,
|                                    |                             |                        
|                                    |                             | 1998                    |            | 1999    |  | 2000 |            | 2001    |  | 2002
|                                    |                             |                         |            |         |  |      |            |         |  |     
|                                    |                             |                        
|                                    |                             | (EUR in thousands)     
|Foreign:                            |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        
|Consumer:                           |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        
|                                    | Residential mortgages       |                         |            | 131,856 |  |      |            | 151,337 |  |      |            | 178,239 |  |  |            | 178,301 |  |  |            | 258,603 | 
|                                    | Credit card                 |                         |            | 2,386   |  |      |            | 3,425   |  |      |            | 9,752   |  |  |            | 15,284  |  |  |            | 16,669  | 
|                                    | Auto financings             |                         |            | 9,919   |  |      |            | 12,387  |  |      |            | 4,205   |  |  |            | 8,365   |  |  |            | 10,930  | 
|                                    | Other consumers             |                         |            | 86,850  |  |      |            | 162,412 |  |      |            | 205,949 |  |  |            | 222,159 |  |  |            | 244,196 | 
|                                    |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        
|Total                               |                             |                         | 231,011    |         |  |      | 329,561    |         |  |      | 398,145    |         |  |  | 424,109    |         |  |  | 530,398    |        
|                                    |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        
|Commercial:                         |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        
|                                    | Industry and mining         |                         |            | 313,118 |  |      |            | 534,054 |  |      |            | 772,584 |  |  |            | 922,745 |  |  |            | 869,188 | 
|                                    | Small-scale industry        |                         |            | 15,765  |  |      |            | 12,132  |  |      |            | 91,965  |  |  |            | 34,028  |  |  |            | 41,488  | 
|                                    | Trade                       |                         |            | 207,193 |  |      |            | 279,862 |  |      |            | 407,032 |  |  |            | 446,364 |  |  |            | 468,406 | 
|                                    | Construction                |                         |            |        |  |      |            | 73,194  |  |      |            | 106,732 |  |  |            | 137,201 |  |  |            | 189,243 | 
|                                    | Tourism                     |                         |            | 31,947  |  |      |            | 43,228  |  |      |            | 64,123  |  |  |            | 74,136  |  |  |            | 71,598  | 
|                                    | Shipping and transportation |                         |            | 185,805 |  |      |            | 259,935 |  |      |            | 266,248 |  |  |            | 239,634 |  |  |            | 204,234 | 
|                                    | Commercial mortgages        |                         |            | 264,795 |  |      |            | 431,815 |  |      |            | 575,011 |  |  |            | 658,213 |  |  |            | 647,306 | 
|                                    | Public sector               |                         |            | 21,846  |  |      |            | 45,993  |  |      |            | 76,537  |  |  |            | 73,530  |  |  |            | 32,198  | 
|                                    | Other                       |                         |            | 126,493 |  |      |            | 206,812 |  |      |            | 289,191 |  |  |            | 268,353 |  |  |            | 385,048 | 
|                                    |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        
|Total                               |                             |                         | 1,166,962  |         |  |      | 1,887,025  |         |  |      | 2,649,423  |         |  |  | 2,854,204  |         |  |  | 2,908,709  |        
|                                    |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        
|Total foreign loans                 |                             |                         | 1,397,973  |         |  |      | 2,216,586  |         |  |      | 3,047,568  |         |  |  | 3,278,313  |         |  |  | 3,439,107  |        
|Unearned income                     |                             |                         | (3,334     | )       |  |      | (14,829    | )       |  |      | (5,368     | )       |  |  | (14,060    | )       |  |  | (6,803     | )      
|                                    |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        
|Loans, net of unearned income       |                             |                         | 1,394,639  |         |  |      | 2,201,757  |         |  |      | 3,042,200  |         |  |  | 3,264,253  |         |  |  | 3,432,304  |        
|                                    |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        
|Total loans, net of unearned income |                             |                         | 11,787,216 |         |  |      | 14,407,560 |         |  |      | 17,518,373 |         |  |  | 20,346,565 |         |  |  | 20,631,325 |        
|Less: Allowance for loan losses     |                             |                         | (829,884   | )       |  |      | (798,008   | )       |  |      | (973,211   | )       |  |  | (1,014,927 | )       |  |  | (1,011,145 | )      
|                                    |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        
|Total net loans                     |                             |                         | 10,957,332 |         |  |      | 13,609,552 |         |  |      | 16,545,162 |         |  |  | 19,331,638 |         |  |  | 19,620,180 |        
|                                    |                             |                         |            |         |  |      |            |         |  |      |            |         |  |  |            |         |  |  |            |        

A brief description of the type of loan
classifications included in the following 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 the 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.

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, 2002. Amounts below are presented based
on U.S. GAAP financial data.

|                            |                             |                              |           |           |  |               |           |           |  |  |           |           |  |  |            |           | 
|--------------------------- | --------------------------- | ---------------------------- | --------- | --------- |  | ------------- | --------- | --------- |  |  | --------- | --------- |  |  | ---------- | --------- | 
|                            |                             |                             
|                            |                             | Year ended December 31, 2002
|                            |                             |                             
|                            |                             | Less than 1                  |           | 1 to 5    |  |              
|                            |                             | year                         |           | years     |  | After 5 years |           | Total    
|                            |                             |                              |           |           |  |               |           |          
|                            |                             |                             
|                            |                             | (EUR in thousands)          
|Greek Residents             |                             |                              |           |           |  |               |           |           |  |  |           |           |  |  |            |          
|Consumer:                   |                             |                              |           |           |  |               |           |           |  |  |           |           |  |  |            |          
|                            | Residential mortgages       |                              |           | 434,299   |  |               |           | 337,174   |  |  |           | 4,788,346 |  |  |            | 5,559,819 | 
|                            | Credit card                 |                              |           | 1,030,071 |  |               |           |          |  |  |           |          |  |  |            | 1,030,071 | 
|                            | Auto financing              |                              |           | 36,207    |  |               |           | 241,095   |  |  |           | 6,042     |  |  |            | 283,344   | 
|                            | Other consumers             |                              |           | 738,753   |  |               |           | 213,542   |  |  |           | 4,725     |  |  |            | 957,020   | 
|                            |                             |                              |           |           |  |               |           |           |  |  |           |           |  |  |            |          
|Total                       |                             |                              | 2,239,330 |           |  |               | 791,811   |           |  |  | 4,799,113 |           |  |  | 7,830,254  |          
|                            |                             |                              |           |           |  |               |           |           |  |  |           |           |  |  |            |          
|Commercial                  |                             |                              |           |           |  |               |           |           |  |  |           |           |  |  |            |          
|                            | Industry and mining         |                              |           | 1,427,487 |  |               |           | 448,640   |  |  |           | 116,108   |  |  |            | 1,992,235 | 
|                            | Small-scale industry        |                              |           | 467,651   |  |               |           | 129,192   |  |  |           | 88,861    |  |  |            | 685,704   | 
|                            | Trade                       |                              |           | 1,830,673 |  |               |           | 390,981   |  |  |           | 101,237   |  |  |            | 2,322,891 | 
|                            | Construction                |                              |           | 186,488   |  |               |           | 36,862    |  |  |           | 5,636     |  |  |            | 228,986   | 
|                            | Tourism                     |                              |           | 31,763    |  |               |           | 178,826   |  |  |           | 80,618    |  |  |            | 291,207   | 
|                            | Shipping and transportation |                              |           | 240,091   |  |               |           | 233,561   |  |  |           | 383,008   |  |  |            | 856,660   | 
|                            | Commercial mortgages        |                              |           | 7,604     |  |               |           | 9,431     |  |  |           | 83,601    |  |  |            | 100,636   | 
|                            | Public sector               |                              |           | 741,722   |  |               |           | 1,383,732 |  |  |           | 60,839    |  |  |            | 2,186,293 | 
|                            | Other                       |                              |           | 534,212   |  |               |           | 72,818    |  |  |           | 97,125    |  |  |            | 704,155   | 
|                            |                             |                              |           |           |  |               |           |           |  |  |           |           |  |  |            |          
|Total                       |                             |                              | 5,467,691 |           |  |               | 2,884,043 |           |  |  | 1,017,033 |           |  |  | 9,368,767  |          
|                            |                             |                              |           |           |  |               |           |           |  |  |           |           |  |  |            |          
|Total Greek residents loans |                             |                              | 7,707,021 |           |  |               | 3,675,854 |           |  |  | 5,816,146 |           |  |  | 17,199,021 |          
|                            |                             |                              |           |           |  |               |           |           |  |  |           |           |  |  |            |          

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|                                      |                             |                              |           |         |  |               |           |         |  |  |           |         |  |  |            |         | 
|------------------------------------- | --------------------------- | ---------------------------- | --------- | ------- |  | ------------- | --------- | ------- |  |  | --------- | ------- |  |  | ---------- | ------- | 
|                                      |                             |                             
|                                      |                             | Year ended December 31, 2002
|                                      |                             |                             
|                                      |                             | Less than 1                  |           | 1 to 5  |  |              
|                                      |                             | year                         |           | years   |  | After 5 years |           | Total  
|                                      |                             |                              |           |         |  |               |           |        
|                                      |                             |                             
|                                      |                             | (EUR in thousands)          
|Foreign:                              |                             |                              |           |         |  |               |           |         |  |  |           |         |  |  |            |        
|Consumer:                             |                             |                              |           |         |  |               |           |         |  |  |           |         |  |  |            |        
|                                      | Residential mortgages       |                              |           | 83,759  |  |               |           | 94,241  |  |  |           | 80,603  |  |  |            | 258,603 | 
|                                      | Credit card                 |                              |           | 16,669  |  |               |           |        |  |  |           |        |  |  |            | 16,669  | 
|                                      | Auto financing              |                              |           | 8,286   |  |               |           | 2,449   |  |  |           | 195     |  |  |            | 10,930  | 
|                                      | Other consumers             |                              |           | 160,835 |  |               |           | 76,717  |  |  |           | 6,644   |  |  |            | 244,196 | 
|                                      |                             |                              |           |         |  |               |           |         |  |  |           |         |  |  |            |        
|Total                                 |                             |                              | 269,549   |         |  |               | 173,407   |         |  |  | 87,442    |         |  |  | 530,398    |        
|                                      |                             |                              |           |         |  |               |           |         |  |  |           |         |  |  |            |        
|Commercial                            |                             |                              |           |         |  |               |           |         |  |  |           |         |  |  |            |        
|                                      | Industry and mining         |                              |           | 655,994 |  |               |           | 180,721 |  |  |           | 32,473  |  |  |            | 869,188 | 
|                                      | Small-scale industry        |                              |           | 34,858  |  |               |           | 6,629   |  |  |           | 1       |  |  |            | 41,488  | 
|                                      | Trade                       |                              |           | 386,335 |  |               |           | 74,662  |  |  |           | 7,409   |  |  |            | 468,406 | 
|                                      | Construction                |                              |           | 105,020 |  |               |           | 73,541  |  |  |           | 10,682  |  |  |            | 189,243 | 
|                                      | Tourism                     |                              |           | 58,506  |  |               |           | 10,366  |  |  |           | 2,726   |  |  |            | 71,598  | 
|                                      | Shipping and transportation |                              |           | 116,296 |  |               |           | 21,055  |  |  |           | 66,883  |  |  |            | 204,234 | 
|                                      | Commercial mortgages        |                              |           | 181,045 |  |               |           | 278,025 |  |  |           | 188,236 |  |  |            | 647,306 | 
|                                      | Public sector               |                              |           | 20,272  |  |               |           | 10,678  |  |  |           | 1,248   |  |  |            | 32,198  | 
|                                      | Other                       |                              |           | 161,433 |  |               |           | 184,144 |  |  |           | 39,471  |  |  |            | 385,048 | 
|                                      |                             |                              |           |         |  |               |           |         |  |  |           |         |  |  |            |        
|Total                                 |                             |                              | 1,719,759 |         |  |               | 839,821   |         |  |  | 349,129   |         |  |  | 2,908,709  |        
|                                      |                             |                              |           |         |  |               |           |         |  |  |           |         |  |  |            |        
|Total foreign loans                   |                             |                              | 1,989,308 |         |  |               | 1,013,228 |         |  |  | 436,571   |         |  |  | 3,439,107  |        
|Unearned income                       |                             |                              | (319      | )       |  |               | (6,501    | )       |  |  | 17        |         |  |  | (6,803     | )      
|                                      |                             |                              |           |         |  |               |           |         |  |  |           |         |  |  |            |        
|Foreign loans, net of unearned income |                             |                              | 1,988,989 |         |  |               | 1,006,727 |         |  |  | 436,588   |         |  |  | 3,432,304  |        
|Total loans, net of unearned income   |                             |                              | 9,696,010 |         |  |               | 4,682,581 |         |  |  | 6,252,734 |         |  |  | 20,631,325 |        
|Less: Allowance for loan losses       |                             |                              | (943,239  | )       |  |               | (66,792   | )       |  |  | (1,114    | )       |  |  | (1,011,145 | )      
|                                      |                             |                              |           |         |  |               |           |         |  |  |           |         |  |  |            |        
|Total net loans                       |                             |                              | 8,752,771 |         |  |               | 4,615,789 |         |  |  | 6,251,620 |         |  |  | 19,620,180 |        
|                                      |                             |                              |           |         |  |               |           |         |  |  |           |         |  |  |            |        

Of the Groups loans outstanding at
December 31, 2002 that are due after one year,
1,033 million
had fixed interest rates while
9,902 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, 2000, was to the
United States, Cyprus, Canada, Germany, the United Kingdom and
France, for the year ended December 31, 2001, was to the
United States, Cyprus, Canada, Germany, the United Kingdom,
South Africa and France and for the year ended December 31,
2002 was to the United States, the United Kingdom, France,
Germany, Cyprus and Bulgaria. These foreign country outstandings
represent additional economic and political risks, although the
Group does not currently view these risks as significant.

69



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The tables below show the amount of foreign
outstandings at December 31, 2000, 2001 and 2002 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, 2000(1)
|                                     |  |                        
|                                     |  |                        
|                                     |  | Country                
|                                     |  |                        
|                                     |  | United States           |           | Germany |  | United Kingdom |           | France |  | Cyprus |           | Canada
|                                     |  |                         |           |         |  |                |           |        |  |        |           |       
|                                     |  |                        
|                                     |  | (EUR in thousands)     
|Loans                                |  |                         | 998,814   |         |  |                | 59,636    |        |  |        | 122,747   |        |  |  | 18,641  |  |  |  | 570,045 |  |  |  | 281,825 | 
|Interest bearing deposits with banks |  |                         | 345,677   |         |  |                | 747,614   |        |  |        | 575,018   |        |  |  | 564,690 |  |  |  | 5,401   |  |  |  | 141,444 | 
|Other interest bearing Investments   |  |                         | 1,121,801 |         |  |                | 277,212   |        |  |        | 145,038   |        |  |  | 63,995  |  |  |  | 91,598  |  |  |  | 74,967  | 
|Other monetary assets                |  |                         | 240,666   |         |  |                | 108,397   |        |  |        | 166,583   |        |  |  | 82,945  |  |  |  | 56,441  |  |  |  | 61,591  | 
|                                     |  |                         |           |         |  |                |           |        |  |        |           |        |  |  |         |  |  |  |         |  |  |  |         | 
|Total                                |  |                         | 2,706,958 |         |  |                | 1,192,859 |        |  |        | 1,009,386 |        |  |  | 730,271 |  |  |  | 723,485 |  |  |  | 559,827 | 
|                                     |  |                         |           |         |  |                |           |        |  |        |           |        |  |  |         |  |  |  |         |  |  |  |         | 






|    |                                                                                                
|--- | -----------------------------------------------------------------------------------------------
|(1) | There are no outstandings between 0.75% and 1% of
    total assets attributable to any country.

|                                     |  |                         |           |        |  |                |           |         |  |        |         |        |  |  |         |  |  |  |         |  |  |  |         | 
|------------------------------------ |  | ----------------------- | --------- | ------ |  | -------------- | --------- | ------- |  | ------ | ------- | ------ |  |  | ------- |  |  |  | ------- |  |  |  | ------- | 
|                                     |  |                        
|                                     |  | 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.

70



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##### Table of Contents



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, 2000, 2001 and 2002.

|                            |  |                              |         |        |  |        |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |        | 
|--------------------------- |  | ---------------------------- | ------- | ------ |  | ------ | ------- | -------------- |  | ------- | ------- | ------ |  |  | ------- |  |  |  | ------ |  |  |  | ------ | 
|                            |  |                             
|                            |  | Year ended December 31, 2000
|                            |  |                             
|                            |  |                             
|                            |  | Country                     
|                            |  |                             
|                            |  | United States                |         | Cyprus |  | Canada |         | United Kingdom |  | Germany |         | France
|                            |  |                              |         |        |  |        |         |                |  |         |         |       
|Consumer:                   |  |                              |         |        |  |        |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |        | 
|Residential mortgages       |  |                              | 69,497  |        |  |        | 12,827  |                |  |         | 89,778  |        |  |  | 848     |  |  |  |       |  |  |  | 6      | 
|Credit card                 |  |                              |        |        |  |        | 4,335   |                |  |         |        |        |  |  |        |  |  |  |       |  |  |  |       | 
|Auto financing              |  |                              |        |        |  |        | 2,313   |                |  |         | 851     |        |  |  |        |  |  |  |       |  |  |  |       | 
|Other consumers             |  |                              | 14,852  |        |  |        | 129,734 |                |  |         | 22,465  |        |  |  | 622     |  |  |  | 12,971 |  |  |  | 237    | 
|                            |  |                              |         |        |  |        |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |        | 
|Total                       |  |                              | 84,349  |        |  |        | 149,209 |                |  |         | 113,094 |        |  |  | 1,470   |  |  |  | 12,971 |  |  |  | 243    | 
|                            |  |                              |         |        |  |        |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |        | 
|Commercial:                 |  |                              |         |        |  |        |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |        | 
|Industry and mining         |  |                              | 513,975 |        |  |        | 72,059  |                |  |         |        |        |  |  | 47,252  |  |  |  | 23,219 |  |  |  |       | 
|Small-scale industry        |  |                              |        |        |  |        |        |                |  |         | 5,221   |        |  |  | 7,193   |  |  |  |       |  |  |  | 3,930  | 
|Trade                       |  |                              |        |        |  |        | 201,717 |                |  |         | 52,455  |        |  |  | 15,507  |  |  |  | 7,704  |  |  |  | 1,981  | 
|Construction                |  |                              | 6,001   |        |  |        | 69,373  |                |  |         | 5,121   |        |  |  | 114     |  |  |  |       |  |  |  |       | 
|Tourism                     |  |                              |        |        |  |        | 42,430  |                |  |         |        |        |  |  |        |  |  |  | 7,267  |  |  |  |       | 
|Shipping and transportation |  |                              |        |        |  |        | 14,609  |                |  |         | 197     |        |  |  | 62      |  |  |  |       |  |  |  | 12,264 | 
|Commercial mortgages        |  |                              | 392,408 |        |  |        | 132     |                |  |         | 105,737 |        |  |  | 6,973   |  |  |  |       |  |  |  | 135    | 
|Public sector               |  |                              |        |        |  |        | 11,624  |                |  |         |        |        |  |  | 9,288   |  |  |  |       |  |  |  |       | 
|Lease financing             |  |                              |        |        |  |        |        |                |  |         |        |        |  |  |        |  |  |  |       |  |  |  |       | 
|Other                       |  |                              | 2,081   |        |  |        | 8,892   |                |  |         |        |        |  |  | 34,888  |  |  |  | 8,475  |  |  |  | 88     | 
|                            |  |                              |         |        |  |        |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |        | 
|Total                       |  |                              | 914,465 |        |  |        | 420,836 |                |  |         | 168,731 |        |  |  | 121,277 |  |  |  | 46,665 |  |  |  | 18,398 | 
|                            |  |                              |         |        |  |        |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |        | 
|Total loans                 |  |                              | 998,814 |        |  |        | 570,045 |                |  |         | 281,825 |        |  |  | 122,747 |  |  |  | 59,636 |  |  |  | 18,641 | 
|                            |  |                              |         |        |  |        |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |        | 

|                            |  |                              |           |        |  |        |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |        | 
|--------------------------- |  | ---------------------------- | --------- | ------ |  | ------ | ------- | -------------- |  | ------- | ------- | ------ |  |  | ------- |  |  |  | ------ |  |  |  | ------ | 
|                            |  |                             
|                            |  | 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 | 
|                            |  |                              |           |        |  |        |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |        | 

71



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##### Table of Contents



|                            |  |                              |           |        |  |          |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |       | 
|--------------------------- |  | ---------------------------- | --------- | ------ |  | -------- | ------- | -------------- |  | ------- | ------- | ------ |  |  | ------- |  |  |  | ------ |  |  |  | ----- | 
|                            |  |                             
|                            |  | 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 | 
|                            |  |                              |           |        |  |          |         |                |  |         |         |        |  |  |         |  |  |  |        |  |  |  |       | 

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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 38% of all consumer
loans disbursements in 2002, and through third-party
distributors (such as retailers and car dealers), which
accounted for the remaining 62%.

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 and NBG Cyprus.

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. 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.

In January 1998, the Bank engaged McKinsey &
Co., an international consulting firm, to advise on the
Banks credit approval and credit review policies. In May
1998, the Bank launched two separate initiatives with the help
of McKinsey & Co. These new credit procedures are being
implemented in order to better meet the criteria adopted under
our new credit manual which formalizes credit approval policies
throughout the Bank. The Bank estimates that it has
approximately 26,000 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. As a result, the average daily number
of loan requests evaluated in the Trade Credit division
increased from 75 in March 2002 to 165 by the end of the year.
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

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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 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 recently introduced telemarketing directed primarily at
consumers. Through this telemarketing initiative the Bank has
issued approximately 80,000 credit cards since January 1,
2003.

Mortgage lending is done through a centralized
loan approval process which had been established by NMB prior to
its merger into the Bank. Mortgage loan applications up to
70,000 have to
be approved jointly by the relevant Head of Department and
Section supervisor. Applications up to
180,000 have to
be approved by the relevant Deputy Division Manager and the Head
of Department or Section supervisor. Applications up to
1,000,000 are
approved by the Division Manager, the relevant Deputy Manager or
the 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 permits transfers of mortgages, subject
to the transferees creditworthiness, under which the
transferee agrees to assume all obligations arising from the
original mortgage contract.

The Bank secures nearly all mortgage loans with
pre-notation of mortgage filings (prosimiosi), which are
now the norm 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 since 1991. 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 property values in Greece
over the last decade.

Loan approval criteria include amount of income,
sources of income, size of mortgage payments in relation to
disposable income, employment history, whether the applicant has
significant deposits with the Bank and the existence of other
assets, including real estate. Age and marital status, 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
approximately 45% of the Banks mortgage portfolio consists
of loans that are either subsidized or directly guaranteed by
the Hellenic Republic.

The appraisal process is carried out by qualified
appraisers either in-house or outsourced who 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. This
serves as a useful benchmark for the appraiser allowing him to
value the property above the objective value but not
below.

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The current market value of the collateral taken
by the Bank against its mortgage portfolio remains very high
given the steady increase in residential property values in
Greece over the past five years.

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 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 Atlantic Bank is centralized.
Mortgage loans of up to U.S.$1,000,000 that are sold to the
secondary market and mortgage loans of up to U.S.$500,000 for
portfolio are approved by the Residential Lending Group, with
all mortgage loans screened by a mortgage underwriter. For
portfolio loans that exceed U.S.$500,000, an authorized member
of the Management Credit Committee must grant approval. Consumer
loans of up to U.S.$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
U.S.$5.0 million is delegated to the Chief Lending Officer.
The Chief Credit Officer has been delegated credit approval
authority for loans up to U.S.$7.5 million. All loans in
excess of U.S.$7.5 million, but less than U.S.$10.0,
million must be approved by the Atlantic Bank Management Credit
Committee. The President of Atlantic Bank must be one of the
approving members. The board of directors of Atlantic Bank must
approve loans in excess of U.S.$10.0 million.

Lending decisions at Atlantic Bank are based
primarily on the borrowers ability to repay, as determined
by a cash flow and balance sheet analysis (in the case of a
corporate loan) or cash flow and income (in the case of a
personal loan), and, secondarily, on collateral. A majority of
loans granted by Atlantic Bank 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. Atlantic Bank 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 Canadian dollars
(CDN$) $250,000, with an aggregate per borrower of up to
CDN$ 940,000, are approved at branch level. Loans of up to
CDN$300,000 with an aggregate per borrower of up to
CDN$1,150,000 must also be approved by a vice-president. Loans
of up to CDN$450,000, with an aggregate per borrower of up to
CDN$1,725,000 must be approved by a vice-president and the Chief
Credit Officer. Loans of up to CDN$3,500,000 with an aggregate
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, 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 be qualified, an offer of credit is issued

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with conditions on amount, term, interest rate,
repayment, security, other issues, covenants and disbursement
method.


The South African Bank of Athens.The loan approval process at SABA is
centralized at its head office. However, branch managers have
been given the authority to make asset based finance loans for
motor vehicles of up to South African rand (R) 200,000 and
cash-backed loans, which require either pledged cash investments
or pledged investment policies as collateral, of up to
R1,000,000.

Except as described above, the Credit Risk
Department controls all lending activities and two bank officers
are required to approve any facilities. Loans of up to R350,000
must be approved by a branch manager and a credit manager. Loans
of R350,000 to R500,000 must be approved by a credit manager and
a senior credit manager. Loans of R500,000 to R1,000,000 must be
approved by the Heads of Credit and Market Risk, who have
discretion of up to 10%. Loans of R1,000,000 to R6,500,000 must
be approved by the Local Credit Committee and facilities over
R6,500,000 by the Senior Credit Committee.

The Local Credit Committee is comprised of three
executive officers of the Bank and the Senior Credit Committee
is comprised of two executives of SABA and three executives from
National Bank of Greece. The Senior Credit Committee holds
teleconferences on an ad hoc basis whenever approval is sought
for facilities in excess of R6,500,000.

All lending activities are subject to a detailed
assessment of clients financial statements, client
requirements and the quality of collateral offered. Some form of
collateral secures most of SABAs lending, mainly
represented by property, foreign bank guarantees and cash
investments. All properties accepted as collateral are subjected
to a valuation by an approved appraiser and thereafter revalued
or inspected every three years. All foreign bank guarantees that
are accepted as collateral must be issued from AAA-rated banks
of developed countries, generally those from the United States
and Western Europe.

United Bulgarian Bank.United Bulgarian Bank 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) 300,000 for small and
medium-sized companies and BGN 500,000 for large-sized
companies. Loans which exceed the above thresholds, up to a
maximum of U.S.$1,500,000 or
2,000,000, or
the BGN equivalent thereof, 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 U.S.$1,500,000 or
2,000,000, or
the BGN equivalent thereof, as applicable, must be approved by
UBBs board of directors.

Stopanska Banka.Stopanska has adopted a three-tiered
credit approval system for lending, depending on the size of the
loan. The Credit Committee approves loans for which the value of
Stopanskas cumulative exposure to a client is less than
250,000. The
Senior Credit Committee approves loans for which
Stopanskas cumulative exposure to the client exceeds
250,000. All
loans exceeding
8 million
must also be approved by Stopanskas board of directors.

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 of 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.

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.

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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 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 U.S.$7.5 million are reviewed annually by the
Atlantic Bank Management Credit Committee. All loans up to
U.S.$7.5 million are reviewed on an annual basis by the
commercial lending department responsible for approving the
loan. In addition, Atlantic Bank 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. Atlantic Bank 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.

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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
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 80%, as of
March 31, 2003. In addition, the 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 for small-to-medium sized companies and all
facilities are reviewed on an annual basis in light of the most
recent financial statements for such corporate clients.

United Bulgarian Bank.All outstanding business loans 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. All loans are reclassified
quarterly according to a risk assessment based on a
five-category 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 credit portfolio to its
board of directors.

Stopanska Banka.Stopanska employs a five-category risk
rating system for classifying loans classed A through E, with
class E being the riskiest. Loans are classified depending
on 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 classes.

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.

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 currently being updated and improved to ensure
consistently applied methodology.

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                                    
|
| |  | 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

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | 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 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.

79



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##### Table of Contents



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,   
|                          |  |                   
|                          |  | 1998               |         | 1999 |  | 2000 |         | 2001 |  | 2002
|                          |  |                    |         |      |  |      |         |      |  |     
|                          |  |                   
|                          |  | (EUR in thousands)
|Specific allowances       |  |                    | 339,071 |      |  |      | 313,303 |      |  |      | 287,882 |  |  |  | 291,434   |  |  |  | 341,226   | 
|Coefficient analysis      |  |                    | 167,495 |      |  |      | 139,504 |      |  |      | 142,174 |  |  |  | 145,059   |  |  |  | 101,070   | 
|Homogeneous analysis      |  |                    | 151,718 |      |  |      | 156,957 |      |  |      | 202,148 |  |  |  | 197,756   |  |  |  | 281,640   | 
|Foreign loans             |  |                    | 86,180  |      |  |      | 114,354 |      |  |      | 246,154 |  |  |  | 265,641   |  |  |  | 239,785   | 
|Unallocated               |  |                    | 85,420  |      |  |      | 73,890  |      |  |      | 94,853  |  |  |  | 115,037   |  |  |  | 47,424    | 
|                          |  |                    |         |      |  |      |         |      |  |      |         |  |  |  |           |  |  |  |           | 
|Total loan loss allowance |  |                    | 829,884 |      |  |      | 798,008 |      |  |      | 973,211 |  |  |  | 1,014,927 |  |  |  | 1,011,145 | 
|                          |  |                    |         |      |  |      |         |      |  |      |         |  |  |  |           |  |  |  |           | 

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

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

|                                                                                         |               |                         |          |          |   |      |          |          |   |      |         |         |   |  |           |          |   |  |           |          |  
|---------------------------------------------------------------------------------------- | ------------- | ----------------------- | -------- | -------- | - | ---- | -------- | -------- | - | ---- | ------- | ------- | - |  | --------- | -------- | - |  | --------- | -------- | -
|                                                                                         |               |                        
|                                                                                         |               | Year ended December 31,
|                                                                                         |               |                        
|                                                                                         |               | 1998                    |          | 1999     |   | 2000 |          | 2001     |   | 2002
|                                                                                         |               |                         |          |          |   |      |          |          |   |     
|                                                                                         |               |                        
|                                                                                         |               | (EUR in thousands)     
|Balance at beginning of year                                                             |               |                         | 878,286  |          |   |      | 829,884  |          |   |      | 798,008 |         |   |  | 973,211   |          |   |  | 1,014,927 |         
|Add: Allowance (upon acquisition) attributable to
    companies acquired during the year |               |                         |         |          |   |      |         |          |   |      | 133,657 |         |   |  |          |          |   |  | 2,474     |         
|Add: Provisions for probable loan losses                                                 |               |                         | 129,024  |          |   |      | 64,880   |          |   |      | 107,348 |         |   |  | 170,786   |          |   |  | 143,391   |         
|                                                                                         | Write-offs    |                         |          | (180,258 | ) |      |          | (111,196 | ) |      |         | (50,350 | ) |  |           | (133,797 | ) |  |           | (111,884 | )
|                                                                                         | Recoveries(1) |                         |          | 3,193    |   |      |          | 5,224    |   |      |         | 1,455   |   |  |           | 3,540    |   |  |           | 2,480    |  
|                                                                                         |               |                         |          |          |   |      |          |          |   |      |         |         |   |  |           |          |   |  |           |         
|Less: Net write-offs                                                                     |               |                         | (177,065 | )        |   |      | (105,972 | )        |   |      | (48,895 | )       |   |  | (130,257  | )        |   |  | (109,404  | )       
|Exchange differences and other variations                                                |               |                         | (361     | )        |   |      | 9,216    |          |   |      | (16,907 | )       |   |  | 1,187     |          |   |  | (40,243   | )       
|                                                                                         |               |                         |          |          |   |      |          |          |   |      |         |         |   |  |           |          |   |  |           |         
|Balance at end of year                                                                   |               |                         | 829,884  |          |   |      | 798,008  |          |   |      | 973,211 |         |   |  | 1,014,927 |          |   |  | 1,011,145 |         
|                                                                                         |               |                         |          |          |   |      |          |          |   |      |         |         |   |  |           |          |   |  |           |         






|    |                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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,
|                                                                             |  |                
|                                                                             |  | 1998            |      | 1999 |  | 2000 |      | 2001 |  | 2002
|                                                                             |  |                 |      |      |  |      |      |      |  |     
|                                                                             |  | (%)             |      | (%)  |  | (%)  |      | (%)  |  | (%) 
|Allowance for loan losses as a percent of total
    loans                    |  |                 | 7.0  |      |  |      | 5.5  |      |  |      | 5.6   |  |  |  | 5.0   |  |  |  | 4.9   | 
|Provision for probable loan losses as a percent
    of net loans written-off |  |                 | 72.9 |      |  |      | 61.2 |      |  |      | 219.5 |  |  |  | 131.1 |  |  |  | 131.1 | 
|Recoveries of loans to loans written-off in the
    previous year            |  |                 | 1.4  |      |  |      | 2.9  |      |  |      | 1.4   |  |  |  | 7.0   |  |  |  | 1.9   | 
|Net loans written-off to average loans outstanding                           |  |                 | 1.5  |      |  |      | 0.8  |      |  |      | 0.3   |  |  |  | 0.7   |  |  |  | 0.6   | 
|Allowance for loan losses as a percent of
    non-accrual loans              |  |                 | 61.5 |      |  |      | 63.0 |      |  |      | 68.6  |  |  |  | 74.0  |  |  |  | 74.6  | 

80



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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, 1998, 1999, 2000, 2001
and 2002.

|                                                |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |           | 
|----------------------------------------------- | ---------------------------- | ------------------ | --------- | --------- |  | ---- | --------- | --------- |  | ---- | --------- | --------- |  |  | --------- | --------- |  |  | --------- | --------- | 
|                                                |                              |                   
|                                                |                              | At December 31    
|                                                |                              |                   
|                                                |                              | 1998               |           | 1999      |  | 2000 |           | 2001      |  | 2002
|                                                |                              |                    |           |           |  |      |           |           |  |     
|                                                |                              |                   
|                                                |                              | (EUR in thousands)
|Domestic loans:                                 |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|Non-performing past due and restructured loans: |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|Accruing loans:                                 |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|                                                | Past due 90 days  180 days  |                    |           | 39,953    |  |      |           | 38,709    |  |      |           | 28,807    |  |  |           | 68,563    |  |  |           | 19,743    | 
|                                                | Past due 180 days  365 days |                    |           | 69,708    |  |      |           | 75,979    |  |      |           | 119,695   |  |  |           | 132,285   |  |  |           | 68,995    | 
|                                                |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|Total accruing loans                            |                              |                    | 109,661   |           |  |      | 114,688   |           |  |      | 148,502   |           |  |  | 200,848   |           |  |  | 88,738    |          
|Non-accruing loans:                             |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|                                                | Past due 90 days  180 days  |                    |           | 16,481    |  |      |           | 20,957    |  |      |           | 16,596    |  |  |           | 10,531    |  |  |           | 3,077     | 
|                                                | Past due 180 days  365 days |                    |           | 90,688    |  |      |           | 48,012    |  |      |           | 46,442    |  |  |           | 22,938    |  |  |           | 47,734    | 
|                                                | Past due 365 days or more    |                    |           | 1,149,271 |  |      |           | 1,061,931 |  |      |           | 1,066,245 |  |  |           | 1,018,888 |  |  |           | 1,062,354 | 
|                                                |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|Total non-accruing loans                        |                              |                    | 1,256,440 |           |  |      | 1,130,900 |           |  |      | 1,129,283 |           |  |  | 1,052,357 |           |  |  | 1,113,165 |          
|Troubled debt restructuring                     |                              |                    | 99,366    |           |  |      | 84,810    |           |  |      | 51,883    |           |  |  | 48,792    |           |  |  | 158,551   |          
|                                                |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|Total domestic loans                            |                              |                    | 1,465,467 |           |  |      | 1,330,398 |           |  |      | 1,329,668 |           |  |  | 1,301,997 |           |  |  | 1,360,454 |          
|Foreign loans:                                  |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|Non-performing past due and restructured loans: |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|Accruing loans:                                 |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|                                                | Past due 90 days  180 days  |                    |           | 7,240     |  |      |           |          |  |      |           |          |  |  |           |          |  |  |           |          | 
|                                                | Past due 180 days  365 days |                    |           |          |  |      |           |          |  |      |           |          |  |  |           |          |  |  |           |          | 
|                                                |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|Total accruing loans                            |                              |                    | 7,240     |           |  |      |          |           |  |      |          |           |  |  |          |           |  |  |          |          
|Non-accruing loans:                             |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|                                                | Past due 90 days  180 days  |                    |           | 4,740     |  |      |           | 40,599    |  |      |           | 64,816    |  |  |           | 127,333   |  |  |           | 44,761    | 
|                                                | Past due 180 days  365 days |                    |           | 11,110    |  |      |           | 27,266    |  |      |           | 65,218    |  |  |           | 33,809    |  |  |           | 37,244    | 
|                                                | Past due 365 days or more    |                    |           | 77,004    |  |      |           | 68,387    |  |      |           | 160,182   |  |  |           | 157,501   |  |  |           | 160,700   | 
|                                                |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|Total non-accruing loans                        |                              |                    | 92,854    |           |  |      | 136,252   |           |  |      | 290,216   |           |  |  | 318,643   |           |  |  | 242,705   |          
|Troubled debt restructuring                     |                              |                    |          |           |  |      | 18,292    |           |  |      | 631       |           |  |  | 55,002    |           |  |  | 62,131    |          
|Other                                           |                              |                    | 3,657     |           |  |      |          |           |  |      |          |           |  |  |          |           |  |  |          |          
|                                                |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          
|Total foreign loans                             |                              |                    | 103,751   |           |  |      | 154,544   |           |  |      | 290,847   |           |  |  | 373,645   |           |  |  | 304,836   |          
|Total domestic and foreign loans                |                              |                    | 1,569,218 |           |  |      | 1,484,942 |           |  |      | 1,620,515 |           |  |  | 1,675,642 |           |  |  | 1,665,290 |          
|                                                |                              |                    |           |           |  |      |           |           |  |      |           |           |  |  |           |           |  |  |           |          

81



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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, 1998, 1999,
2000, 2001 and 2002.

|                                    |                      |                    |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |           | 
|----------------------------------- | -------------------- | ------------------ | ---------- | --------- |  | ---- | ---------- | --------- |  | ---- | ---------- | --------- |  |  | ---------- | --------- |  |  | ---------- | --------- | 
|                                    |                      |                   
|                                    |                      | At December 31,   
|                                    |                      |                   
|                                    |                      | 1998               |            | 1999      |  | 2000 |            | 2001      |  | 2002
|                                    |                      |                    |            |           |  |      |            |           |  |     
|                                    |                      |                   
|                                    |                      | (EUR in thousands)
|Group customer loans (gross amount) |                      |                    | 11,787,216 |           |  |      | 14,407,560 |           |  |      | 17,518,373 |           |  |  | 20,346,565 |           |  |  | 20,631,325 |          
|Domestic loans:                     |                      |                    |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|                                    | Non-performing loans |                    |            | 1,256,440 |  |      |            | 1,130,900 |  |      |            | 1,129,283 |  |  |            | 1,052,357 |  |  |            | 1,113,165 | 
|Foreign loans:                      |                      |                    |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|                                    | Non-performing loans |                    |            | 92,854    |  |      |            | 136,252   |  |      |            | 290,216   |  |  |            | 318,643   |  |  |            | 242,705   | 
|                                    |                      |                    |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          
|Total non-performing loans          |                      |                    | 1,349,294  |           |  |      | 1,267,152  |           |  |      | 1,419,499  |           |  |  | 1,371,000  |           |  |  | 1,355,870  |          
|                                    |                      |                    |            |           |  |      |            |           |  |      |            |           |  |  |            |           |  |  |            |          

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. 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
1,356 million
at December 31, 2002. This corresponds to 6.6% of the
Groups loans outstanding at the same date. Of the
Groups non-performing loans,
1,180 million
were held by the Bank. This amount represented 6.6% of the
Banks portfolio.

Atlantic Bank 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.

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 residential mortgages after
principal or interest are 120 days past due. Atlantic Bank
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.

Atlantic Banks non-performing loans at
December 31, 2002 totaled
20.0 million,
or 1.7% of its loans outstanding at such date.

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

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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.


The bank may consider restructuring of an
impaired loan infrequently 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 restructures in fiscal
2002.

The South African Bank of Athens reclassifies the
status of its loan accounts on the following basis:



| |      |                                                                                                                                                                                                                                                                                                                                                                                        
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | i)   | 60 Days in arrears  the account
    is reclassified from 1 to 2 and
    additional provision is raised pursuant to Central Bank
    requirements.                                                                                                                                                                                                                                 
|
| | ii)  | 90 Days in arrears  the account
    is reclassified to 3 and again additional provision
    is raised pursuant to Central 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.                                                                                                                              



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 in
    which 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 in terms of
    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 capital sum has 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
    capital sum 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 handed up to attorneys for legal action and the
    account is classified as 5.

The Central Bank of South Africa 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

The South African Bank of Athens strictly adheres
to these guidelines.

For the year ended December 31, 2002, the
Group would have recorded
22.1 million of
gross interest income had the non-performing loans been current
instead of
10.4 million
that was actually recorded.

The Groups level of non-performing loans
(approximately 6.6% of the total loan portfolio at
December 31, 2002) 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

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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.

United Bulgarian Bank 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 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.

In accordance with legal regulations of the
National Bank of the Republic of Macedonia, the central bank,
Stopanska Banka considers loans to be non-performing and stops
accruing interest on such loans when interest has not been paid
for 90 days. 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 usually first blocks the gyro accounts, 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 bad
loans (category E). Very soon the bank 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, the Stopanska
Banka reschedules or restructures its non-performing loans. The
restructuring depends on the banks assessment about the
potential of the client for regular payment of loans in the
future and the additional collateral it is ready to offer. In
some cases when the client is categorized as D or
E, it is possible for restructuring to include some
partial write-offs of penalty interest. In accordance to the
current NBRM regulations, rescheduled loans remain classified as
non-performing for at least the next six months. After that
period it can be returned to regular status only if the client
regularly meets its obligations to the bank.

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NBG Cyprus

Rules which applied for Non-Performing Facilities
up to December 31, 2002:

Non-Performing credit facilities:

Interest that arises from credit facilities that
have been classified as doubtful are not included in the
banks income.

Commencing legal action:

NBG (Cyprus) Ltd 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.

Restructuring:

NBG (Cyprus) Ltd 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.

Rules which apply for Non-Performing Facilities
as from January 1, 2003

Non-Performing Loans:

N.B.G. (Cyprus) Ltd considers loans to be
non-performing and stops accruing interest on such loans when
more than nine monthly installments fall in arrears. All
interest accrued but not collected is reversed.

Non-Performing overdraft accounts:

NBG (Cyprus) Ltd considers overdraft accounts
with limit excesses to be non-performing and stops accruing that
part of the interest on such accounts 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 an adequate
cover of the credit facilities, including interest, with
tangible securities, the bank can accrue interest.

Commencing legal action:

NBG (Cyprus) Ltd 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.

Restructuring:

NBG (Cyprus) Ltd 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. The
restructuring terms generally involve a revised interest rate
and repayment schedule and obtaining additional security and
guarantees.

Provisions for Probable Loan Losses and
Write-offs of Non-Performing Loans.Approximately 87.0% of the Groups non-performing loans as
of December 31, 2002 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 which have been
specifically provided for are not written off within eight years
of the specific provision. 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 several 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

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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 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 2000, 2001 and 2002 the Group wrote off
50.4 million,
133.8 million
and
111.9 million
respectively, in non-performing loans and made new provisions of
107.3 million,
170.8 million
and
143.4 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.

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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
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, 1998, 1999, 2000, 2001
and 2002.

|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |         |      |  |  |      |  |  |  |           |  |  |  |      |  |  |  |           |  |  |  |       | 
|------------------------------- |  | ------------- | ------- | ---- |  | ------------- | ---- | ---- |  | ------------- | ------- | ---- |  | ------------- | ---- | ---- |  | ------------- | ------- | ---- |  |  | ---- |  |  |  | --------- |  |  |  | ---- |  |  |  | --------- |  |  |  | ----- | 
|                                |  |               |         |      |  |               |      |      |  |              
|                                |  | 1998          |         | 1999 |  | 2000          |      | 2001 |  | 2002         
|                                |  |               |         |      |  |               |      |      |  |              
|                                |  | 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           |  |               | 84,698  |      |  |               | 23.0 |      |  |               | 88,646  |      |  |               | 21.4 |      |  |               | 85,432  |      |  |  | 20.6 |  |  |  | 114,993   |  |  |  | 22.2 |  |  |  | 178,000   |  |  |  | 26.9  | 
|Credit card                     |  |               | 39,340  |      |  |               | 2.5  |      |  |               | 40,475  |      |  |               | 2.6  |      |  |               | 36,478  |      |  |  | 2.8  |  |  |  | 51,381    |  |  |  | 3.8  |  |  |  | 64,000    |  |  |  | 5.0   | 
|Auto financing                  |  |               |        |      |  |               | 0.1  |      |  |               |        |      |  |               | 0.1  |      |  |               | 200     |      |  |  | 0.5  |  |  |  | 23        |  |  |  | 1.4  |  |  |  |           |  |  |  | 1.4   | 
|Other consumers                 |  |               | 28,070  |      |  |               | 2.1  |      |  |               | 28,974  |      |  |               | 2.7  |      |  |               | 35,736  |      |  |  | 3.6  |  |  |  | 32,505    |  |  |  | 3.6  |  |  |  | 40,605    |  |  |  | 4.6   | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |         |      |  |  |      |  |  |  |           |  |  |  |      |  |  |  |           |  |  |  |       | 
|Total                           |  |               | 152,108 |      |  |               | 27.7 |      |  |               | 158,095 |      |  |               | 26.8 |      |  |               | 157,846 |      |  |  | 27.5 |  |  |  | 198,902   |  |  |  | 31.0 |  |  |  | 282,605   |  |  |  | 37.9  | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |         |      |  |  |      |  |  |  |           |  |  |  |      |  |  |  |           |  |  |  |       | 
|Commercial                      |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |         |      |  |  |      |  |  |  |           |  |  |  |      |  |  |  |           |  |  |  |       | 
|Industry and mining             |  |               | 141,453 |      |  |               | 19.0 |      |  |               | 115,530 |      |  |               | 15.0 |      |  |               | 150,365 |      |  |  | 13.7 |  |  |  | 102,647   |  |  |  | 9.2  |  |  |  | 111,039   |  |  |  | 9.7   | 
|Small-scale industry            |  |               | 61,752  |      |  |               | 5.7  |      |  |               | 58,395  |      |  |               | 4.6  |      |  |               | 65,737  |      |  |  | 3.6  |  |  |  | 46,207    |  |  |  | 3.4  |  |  |  | 59,442    |  |  |  | 3.3   | 
|Trade                           |  |               | 66,063  |      |  |               | 13.1 |      |  |               | 57,773  |      |  |               | 14.4 |      |  |               | 65,784  |      |  |  | 13.7 |  |  |  | 56,197    |  |  |  | 10.0 |  |  |  | 98,057    |  |  |  | 11.3  | 
|Construction                    |  |               | 7,639   |      |  |               | 1.1  |      |  |               | 11,316  |      |  |               | 0.7  |      |  |               | 12,417  |      |  |  | 0.6  |  |  |  | 14,609    |  |  |  | 0.7  |  |  |  | 26,047    |  |  |  | 1.1   | 
|Tourism                         |  |               | 117,156 |      |  |               | 2.5  |      |  |               | 77,403  |      |  |               | 1.6  |      |  |               | 77,676  |      |  |  | 1.4  |  |  |  | 135,839   |  |  |  | 0.9  |  |  |  | 78,422    |  |  |  | 1.4   | 
|Shipping and transportation     |  |               | 97,136  |      |  |               | 4.0  |      |  |               | 71,577  |      |  |               | 4.0  |      |  |               | 66,392  |      |  |  | 4.3  |  |  |  | 32,634    |  |  |  | 4.3  |  |  |  | 34,809    |  |  |  | 4.2   | 
|Commercial mortgages            |  |               |        |      |  |               | 1.2  |      |  |               | 24,578  |      |  |               | 1.0  |      |  |               | 29,315  |      |  |  | 0.8  |  |  |  | 29,820    |  |  |  | 1.4  |  |  |  |           |  |  |  | 0.5   | 
|Public sector                   |  |               |        |      |  |               | 12.6 |      |  |               | 22,929  |      |  |               | 14.1 |      |  |               |        |      |  |  | 13.8 |  |  |  | 29        |  |  |  | 17.9 |  |  |  | 24        |  |  |  | 10.6  | 
|Other                           |  |               | 14,978  |      |  |               | 1.3  |      |  |               | 12,161  |      |  |               | 2.3  |      |  |               | 23,494  |      |  |  | 3.3  |  |  |  | 36,941    |  |  |  | 5.1  |  |  |  | 50,198    |  |  |  | 3.3   | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |         |      |  |  |      |  |  |  |           |  |  |  |      |  |  |  |           |  |  |  |       | 
|Total                           |  |               | 506,177 |      |  |               | 60.5 |      |  |               | 451,662 |      |  |               | 57.7 |      |  |               | 491,180 |      |  |  | 55.2 |  |  |  | 454,923   |  |  |  | 52.9 |  |  |  | 458,038   |  |  |  | 45.4  | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |         |      |  |  |      |  |  |  |           |  |  |  |      |  |  |  |           |  |  |  |       | 
|Total Greek residents loans     |  |               | 658,285 |      |  |               | 88.2 |      |  |               | 609,757 |      |  |               | 84.5 |      |  |               | 649,026 |      |  |  | 82.7 |  |  |  | 653,825   |  |  |  | 83.9 |  |  |  | 740,643   |  |  |  | 83.3  | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |         |      |  |  |      |  |  |  |           |  |  |  |      |  |  |  |           |  |  |  |       | 
|Foreign                         |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |         |      |  |  |      |  |  |  |           |  |  |  |      |  |  |  |           |  |  |  |       | 
|Consumer                        |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |         |      |  |  |      |  |  |  |           |  |  |  |      |  |  |  |           |  |  |  |       | 
|Residential mortgages           |  |               | 848     |      |  |               | 1.1  |      |  |               | 610     |      |  |               | 1.1  |      |  |               | 358     |      |  |  | 1.0  |  |  |  | 493       |  |  |  | 0.9  |  |  |  | 389       |  |  |  | 1.2   | 
|Credit card                     |  |               | 123     |      |  |               | 0.0  |      |  |               | 144     |      |  |               | 0.0  |      |  |               | 1,341   |      |  |  | 0.1  |  |  |  | 4,690     |  |  |  | 0.1  |  |  |  | 5,341     |  |  |  | 0.1   | 
|Auto financing                  |  |               | 745     |      |  |               | 0.1  |      |  |               | 933     |      |  |               | 0.1  |      |  |               | 62      |      |  |  | 0.0  |  |  |  |          |  |  |  | 0.0  |  |  |  | 65        |  |  |  | 0.1   | 
|Other consumers                 |  |               | 2,967   |      |  |               | 0.8  |      |  |               | 10,374  |      |  |               | 1.1  |      |  |               | 16,675  |      |  |  | 1.2  |  |  |  | 16,898    |  |  |  | 1.1  |  |  |  | 17,115    |  |  |  | 1.2   | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |         |      |  |  |      |  |  |  |           |  |  |  |      |  |  |  |           |  |  |  |       | 
|Total                           |  |               | 4,683   |      |  |               | 2.0  |      |  |               | 12,061  |      |  |               | 2.3  |      |  |               | 18,436  |      |  |  | 2.3  |  |  |  | 22,081    |  |  |  | 2.1  |  |  |  | 22,910    |  |  |  | 2.6   | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |         |      |  |  |      |  |  |  |           |  |  |  |      |  |  |  |           |  |  |  |       | 
|Commercial                      |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |         |      |  |  |      |  |  |  |           |  |  |  |      |  |  |  |           |  |  |  |       | 
|Industry and mining             |  |               | 9,787   |      |  |               | 2.6  |      |  |               | 17,949  |      |  |               | 3.8  |      |  |               | 50,985  |      |  |  | 4.4  |  |  |  | 89,244    |  |  |  | 4.5  |  |  |  | 88,538    |  |  |  | 4.2   | 
|Small-scale industry            |  |               | 399     |      |  |               | 0.1  |      |  |               | 1,957   |      |  |               | 0.1  |      |  |               | 36,003  |      |  |  | 0.5  |  |  |  | 2,964     |  |  |  | 0.2  |  |  |  | 2,436     |  |  |  | 0.2   | 
|Trade                           |  |               | 10,427  |      |  |               | 1.7  |      |  |               | 8,032   |      |  |               | 1.9  |      |  |               | 27,944  |      |  |  | 2.3  |  |  |  | 32,575    |  |  |  | 2.2  |  |  |  | 36,257    |  |  |  | 2.3   | 
|Construction                    |  |               |        |      |  |               | 0.0  |      |  |               | 2,289   |      |  |               | 0.5  |      |  |               | 16,713  |      |  |  | 0.6  |  |  |  | 8,704     |  |  |  | 0.6  |  |  |  | 9,036     |  |  |  | 0.9   | 
|Tourism                         |  |               | 1,171   |      |  |               | 0.3  |      |  |               | 2,506   |      |  |               | 0.3  |      |  |               | 2,955   |      |  |  | 0.4  |  |  |  | 2,327     |  |  |  | 0.4  |  |  |  | 2,475     |  |  |  | 0.3   | 
|Shipping and transportation     |  |               | 43,968  |      |  |               | 1.6  |      |  |               | 48,960  |      |  |               | 1.8  |      |  |               | 57,858  |      |  |  | 1.5  |  |  |  | 59,439    |  |  |  | 1.2  |  |  |  | 51,329    |  |  |  | 1.0   | 
|Commercial mortgages            |  |               | 4,654   |      |  |               | 2.2  |      |  |               | 2,219   |      |  |               | 3.1  |      |  |               | 1,723   |      |  |  | 3.3  |  |  |  | 3,079     |  |  |  | 3.2  |  |  |  | 3,753     |  |  |  | 3.1   | 
|Public sector                   |  |               |        |      |  |               | 0.2  |      |  |               |        |      |  |               | 0.3  |      |  |               | 1,027   |      |  |  | 0.4  |  |  |  | 15,695    |  |  |  | 0.4  |  |  |  | 56        |  |  |  | 0.2   | 
|Other                           |  |               | 11,090  |      |  |               | 1.1  |      |  |               | 18,387  |      |  |               | 1.4  |      |  |               | 15,688  |      |  |  | 1.6  |  |  |  | 9,955     |  |  |  | 1.3  |  |  |  | 6,288     |  |  |  | 1.9   | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |         |      |  |  |      |  |  |  |           |  |  |  |      |  |  |  |           |  |  |  |       | 
|Total                           |  |               | 81,496  |      |  |               | 9.8  |      |  |               | 102,299 |      |  |               | 13.2 |      |  |               | 210,896 |      |  |  | 15.0 |  |  |  | 223,982   |  |  |  | 14.0 |  |  |  | 200,168   |  |  |  | 14.1  | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |         |      |  |  |      |  |  |  |           |  |  |  |      |  |  |  |           |  |  |  |       | 
|Total foreign loans             |  |               | 86,179  |      |  |               | 11.8 |      |  |               | 114,360 |      |  |               | 15.5 |      |  |               | 229,332 |      |  |  | 17.3 |  |  |  | 246,063   |  |  |  | 16.1 |  |  |  | 223,078   |  |  |  | 16.7  | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |         |      |  |  |      |  |  |  |           |  |  |  |      |  |  |  |           |  |  |  |       | 
|Unallocated                     |  |               | 85,420  |      |  |               |     |      |  |               | 73,891  |      |  |               |     |      |  |               | 94,853  |      |  |  |     |  |  |  | 115,039   |  |  |  |     |  |  |  | 47,424    |  |  |  |      | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |         |      |  |  |      |  |  |  |           |  |  |  |      |  |  |  |           |  |  |  |       | 
|Total Allowance For Loan Losses |  |               | 829,884 |      |  |               | 100  |      |  |               | 798,008 |      |  |               | 100  |      |  |               | 973,211 |      |  |  | 100  |  |  |  | 1,014,927 |  |  |  | 100  |  |  |  | 1,011,145 |  |  |  | 100.0 | 
|                                |  |               |         |      |  |               |      |      |  |               |         |      |  |               |      |      |  |               |         |      |  |  |      |  |  |  |           |  |  |  |      |  |  |  |           |  |  |  |       | 




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

Total allowances for loan losses attributable to
foreign residents decreased 9.3% from
246.0 million
in 2001 to
223.1 million
in 2002. The increase in unallocated provisions stems from the
Bank due to the adoption of the Greek Law 2912/2001which
limits the amount of interest that can accrue on certain loans
that have been non-performing for several years and, therefore,
restricts our ability to collect fully on such loans.

87



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##### Table of Contents



An analysis of the Groups write-offs and
recoveries for non-performing loans for December 31, 1998,
1999, 2000, 2001 and 2002 is presented in the following table:

|                                              |  |                                       |         |       |  |      |      |       |  |      |         |       |  |      |      |       |  |      |        |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|--------------------------------------------- |  | ------------------------------------- | ------- | ----- |  | ---- | ---- | ----- |  | ---- | ------- | ----- |  | ---- | ---- | ----- |  | ---- | ------ | ----- |  |  | ---- |  |  |  | ------- | - |  |  | ---- |  |  |  | ------- | - |  |  | ---- | 
|                                              |  |                                      
|                                              |  | Year ended December 31,              
|                                              |  |                                      
|                                              |  |                                       |         | % of  |  |      |      | % of  |  |      |         | % of  |  |      |      | % of  |  |      |        | % of 
|                                              |  |                                       |         | total |  |      |      | total |  |      |         | total |  |      |      | total |  |      |        | total
|                                              |  | 1998                                  |         | loans |  | 1999 |      | loans |  | 2000 |         | loans |  | 2001 |      | loans |  | 2002 |        | loans
|                                              |  |                                       |         |       |  |      |      |       |  |      |         |       |  |      |      |       |  |      |        |      
|                                              |  |                                      
|                                              |  | (EUR in thousands except percentages)
|Write-offs                                    |  |                                       |         |       |  |      |      |       |  |      |         |       |  |      |      |       |  |      |        |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Greek Residents:                              |  |                                       |         |       |  |      |      |       |  |      |         |       |  |      |      |       |  |      |        |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Commercial and industrial                     |  |                                       | 167,554 |       |  |      | 1.42 |       |  |      | 101,887 |       |  |      | 0.71 |       |  |      | 21,232 |       |  |  | 0.12 |  |  |  | 85,728  |   |  |  | 0.42 |  |  |  | 62,744  |   |  |  | 0.30 | 
|Real estate  construction                    |  |                                       | 2,230   |       |  |      | 0.02 |       |  |      | 1,617   |       |  |      | 0.01 |       |  |      | 135    |       |  |  | 0.00 |  |  |  | 2,773   |   |  |  | 0.01 |  |  |  | 2,994   |   |  |  | 0.01 | 
|Real estate  mortgage                        |  |                                       |        |       |  |      |     |       |  |      |        |       |  |      |     |       |  |      | 9,262  |       |  |  | 0.05 |  |  |  | 554     |   |  |  | 0.00 |  |  |  | 29,265  |   |  |  | 0.14 | 
|Installment loans to individuals              |  |                                       | 2,794   |       |  |      | 0.02 |       |  |      | 3       |       |  |      | 0.00 |       |  |      | 281    |       |  |  | 0.00 |  |  |  | 1,139   |   |  |  | 0.01 |  |  |  | 1,954   |   |  |  | 0.01 | 
|                                              |  |                                       |         |       |  |      |      |       |  |      |         |       |  |      |      |       |  |      |        |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Total write-offs for loans to Greek residents |  |                                       | 172,578 |       |  |      | 1.46 |       |  |      | 103,507 |       |  |      | 0.72 |       |  |      | 30,910 |       |  |  | 0.17 |  |  |  | 90,194  |   |  |  | 0.44 |  |  |  | 96,957  |   |  |  | 0.46 | 
|                                              |  |                                       |         |       |  |      |      |       |  |      |         |       |  |      |      |       |  |      |        |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Foreign:                                      |  |                                       |         |       |  |      |      |       |  |      |         |       |  |      |      |       |  |      |        |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Commercial and industrial                     |  |                                       | 6,685   |       |  |      | 0.06 |       |  |      | 6,371   |       |  |      | 0.04 |       |  |      | 17,177 |       |  |  | 0.10 |  |  |  | 43,084  |   |  |  | 0.21 |  |  |  | 14,199  |   |  |  | 0.07 | 
|Real estate  mortgage                        |  |                                       | 792     |       |  |      | 0.01 |       |  |      | 144     |       |  |      | 0.00 |       |  |      | 355    |       |  |  | 0.00 |  |  |  | 82      |   |  |  | 0.00 |  |  |  | 332     |   |  |  | 0.00 | 
|Installment loans to individuals              |  |                                       | 203     |       |  |      | 0.00 |       |  |      | 1,174   |       |  |      | 0.01 |       |  |      | 1,908  |       |  |  | 0.01 |  |  |  | 437     |   |  |  | 0.00 |  |  |  | 396     |   |  |  | 0.00 | 
|                                              |  |                                       |         |       |  |      |      |       |  |      |         |       |  |      |      |       |  |      |        |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Total write-offs for foreign loans            |  |                                       | 7,680   |       |  |      | 0.07 |       |  |      | 7,689   |       |  |      | 0.05 |       |  |      | 19,440 |       |  |  | 0.11 |  |  |  | 43,603  |   |  |  | 0.21 |  |  |  | 14,927  |   |  |  | 0.07 | 
|                                              |  |                                       |         |       |  |      |      |       |  |      |         |       |  |      |      |       |  |      |        |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Total write-offs                              |  |                                       | 180,258 |       |  |      | 1.53 |       |  |      | 111,196 |       |  |      | 0.77 |       |  |      | 50,350 |       |  |  | 0.28 |  |  |  | 133,797 |   |  |  | 0.65 |  |  |  | 111,884 |   |  |  | 0.53 | 
|                                              |  |                                       |         |       |  |      |      |       |  |      |         |       |  |      |      |       |  |      |        |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Recoveries                                    |  |                                       |         |       |  |      |      |       |  |      |         |       |  |      |      |       |  |      |        |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Greek Residents:                              |  |                                       |         |       |  |      |      |       |  |      |         |       |  |      |      |       |  |      |        |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Commercial and industrial                     |  |                                       |        |       |  |      |     |       |  |      |        |       |  |      |     |       |  |      |       |       |  |  |     |  |  |  |        |   |  |  |     |  |  |  | (486    | ) |  |  | 0.00 | 
|Real estate  construction                    |  |                                       |         |       |  |      |     |       |  |      |        |       |  |      |     |       |  |      |       |       |  |  |     |  |  |  | (1,174  | ) |  |  | 0.01 |  |  |  |        |   |  |  |     | 
|Real estate  mortgage                        |  |                                       |         |       |  |      |     |       |  |      |        |       |  |      |     |       |  |      |       |       |  |  |     |  |  |  |        |   |  |  |     |  |  |  |        |   |  |  |     | 
|Governments and official institutions         |  |                                       | (367    | )     |  |      | 0.00 |       |  |      |        |       |  |      |     |       |  |      |       |       |  |  |     |  |  |  |        |   |  |  |     |  |  |  |        |   |  |  |     | 
|                                              |  |                                       |         |       |  |      |      |       |  |      |         |       |  |      |      |       |  |      |        |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Total recovery on loans to Greek residents    |  |                                       | (367    | )     |  |      | 0.00 |       |  |      |        |       |  |      |     |       |  |      |       |       |  |  |     |  |  |  | (1,174  | ) |  |  | 0.01 |  |  |  | (486    | ) |  |  | 0.00 | 
|                                              |  |                                       |         |       |  |      |      |       |  |      |         |       |  |      |      |       |  |      |        |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Foreign:                                      |  |                                       |         |       |  |      |      |       |  |      |         |       |  |      |      |       |  |      |        |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Commercial and industrial                     |  |                                       | (1,420  | )     |  |      | 0.01 |       |  |      | (4,229  | )     |  |      | 0.03 |       |  |      | (921   | )     |  |  | 0.01 |  |  |  | (2,119  | ) |  |  | 0.01 |  |  |  | (1,811  | ) |  |  | 0.01 | 
|Real estate  mortgage                        |  |                                       | (393    | )     |  |      | 0.00 |       |  |      | (628    | )     |  |      | 0.00 |       |  |      | (413   | )     |  |  | 0.00 |  |  |  |        |   |  |  |     |  |  |  | (37     | ) |  |  | 0.00 | 
|Installment loans to individuals              |  |                                       | (1,013  | )     |  |      | 0.01 |       |  |      | (367    | )     |  |      | 0.00 |       |  |      | (121   | )     |  |  | 0.00 |  |  |  | (247    | ) |  |  | 0.00 |  |  |  | (146    | ) |  |  | 0.00 | 
|                                              |  |                                       |         |       |  |      |      |       |  |      |         |       |  |      |      |       |  |      |        |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Total recovery on foreign loans               |  |                                       | (2,826  | )     |  |      | 0.02 |       |  |      | (5,224  | )     |  |      | 0.03 |       |  |      | (1,455 | )     |  |  | 0.01 |  |  |  | (2,366  | ) |  |  | 0.01 |  |  |  | (1,994  | ) |  |  | 0.01 | 
|                                              |  |                                       |         |       |  |      |      |       |  |      |         |       |  |      |      |       |  |      |        |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 
|Total recoveries                              |  |                                       | (3,193  | )     |  |      | 0.02 |       |  |      | (5,224  | )     |  |      | 0.03 |       |  |      | (1,455 | )     |  |  | 0.01 |  |  |  | (3,540  | ) |  |  | 0.02 |  |  |  | (2,480  | ) |  |  | 0.01 | 
|                                              |  |                                       |         |       |  |      |      |       |  |      |         |       |  |      |      |       |  |      |        |       |  |  |      |  |  |  |         |   |  |  |      |  |  |  |         |   |  |  |      | 

Off-Balance Sheet Items

In the normal course of business, the members of
the Group make contractual commitments on behalf of their
customers and are a party to financial instruments with
off-balance sheet risk to meet the financing needs of their
customers. Such commitments take the form of guarantees and
indemnities, letters of credit in favor of third parties, for
which a bank agrees to make payments for customer accounts under
certain conditions or in the event of default by a customer and
receives a contract-indemnity from the customer, and commitments
with respect to recourse risks arising from discounted bills.
These services are normally provided on a fee basis.

The Group has standby letters of credit and
financial guarantees written amounting to
2,038 million
and
2,243 million
as at December 31, 2001 and 2002, respectively, comprised
mainly of commitments with respect to guarantees and irrevocable
letters of credit granted.

88



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##### Table of Contents



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, 2000, 2001
and 2002:

|                                     |                                               |                                       |            |            |  |         |      |          |  |         |            |            |  |  |      |      |  |  |            |            |  |  |      |      | 
|------------------------------------ | --------------------------------------------- | ------------------------------------- | ---------- | ---------- |  | ------- | ---- | -------- |  | ------- | ---------- | ---------- |  |  | ---- | ---- |  |  | ---------- | ---------- |  |  | ---- | ---- | 
|                                     |                                               |                                      
|                                     |                                               | Year ended December 31,              
|                                     |                                               |                                      
|                                     |                                               |                                       |            |            |  |        
|                                     |                                               | 2000                                  |            | 2001       |  | 2002   
|                                     |                                               |                                       |            |            |  |        
|                                     |                                               | 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          |                                       |            | 5,817      |  |         |      |         |  |         |            | 2,121      |  |  |      |     |  |  |            | 28,131     |  |  |      |     | 
|                                     | Interest bearing demand deposits              |                                       |            | 2,557,353  |  |         |      | 2.72     |  |         |            | 2,445,588  |  |  |      | 0.80 |  |  |            | 3,200,385  |  |  |      | 0.95 | 
|                                     | Savings(1)                                    |                                       |            | 16,986,436 |  |         |      | 5.32     |  |         |            | 19,141,065 |  |  |      | 2.48 |  |  |            | 21,730,928 |  |  |      | 1.66 | 
|                                     | Time deposits                                 |                                       |            | 12,892,707 |  |         |      | 6.27     |  |         |            | 11,063,915 |  |  |      | 3.59 |  |  |            | 9,069,200  |  |  |      | 3.35 | 
|                                     | Interbank                                     |                                       |            | 623,982    |  |         |      | 6.36     |  |         |            | 1,888,229  |  |  |      | 4.83 |  |  |            | 1,583,580  |  |  |      | 3.70 | 
|                                     | Other                                         |                                       |            | 212,126    |  |         |      | 6.22     |  |         |            | 279,211    |  |  |      | 4.71 |  |  |            | 251,539    |  |  |      | 2.51 | 
|Non-Greek residents or foreigners:   |                                               |                                       |            |            |  |         |      |          |  |         |            |            |  |  |      |      |  |  |            |            |  |  |      |     
|                                     | Non-interest bearing demand deposits          |                                       |            | 301,796    |  |         |      |         |  |         |            | 326,941    |  |  |      |     |  |  |            | 304,619    |  |  |      |     | 
|                                     | Interest bearing demand deposits              |                                       |            | 627,061    |  |         |      | 0.73     |  |         |            | 200,766    |  |  |      | 1.22 |  |  |            | 480,578    |  |  |      | 0.55 | 
|                                     | Savings(1)                                    |                                       |            | 589,315    |  |         |      | 2.49     |  |         |            | 612,816    |  |  |      | 1.99 |  |  |            | 1,111,640  |  |  |      | 1.84 | 
|                                     | Time deposits                                 |                                       |            | 1,944,963  |  |         |      | 4.67     |  |         |            | 2,407,058  |  |  |      | 3.15 |  |  |            | 2,235,785  |  |  |      | 3.60 | 
|                                     | Interbank                                     |                                       |            | 1,408,807  |  |         |      | 5.58     |  |         |            | 2,113,746  |  |  |      | 4.81 |  |  |            | 2,120,045  |  |  |      | 2.59 | 
|                                     | Other                                         |                                       |            | 64,332     |  |         |      | 5.73     |  |         |            | 72,373     |  |  |      | 3.89 |  |  |            | 45,624     |  |  |      | 2.61 | 
|Deposits in foreign banking offices: |                                               |                                       |            |            |  |         |      |          |  |         |            |            |  |  |      |      |  |  |            |            |  |  |      |     
|                                     | Banks located in foreign countries            |                                       |            | 7,595      |  |         |      | 0.00     |  |         |            |           |  |  |      |     |  |  |            | 851        |  |  |      |     | 
|                                     | Foreign governments and official institutions |                                       |            |           |  |         |      |         |  |         |            |           |  |  |      |     |  |  |            | 1,000      |  |  |      |     | 
|                                     | Other foreign demand deposits                 |                                       |            | 282,629    |  |         |      | 3.75     |  |         |            | 217,347    |  |  |      | 3.83 |  |  |            | 230,467    |  |  |      | 0.55 | 
|                                     | Other foreign time and savings deposits       |                                       |            | 79,163     |  |         |      | 10.88    |  |         |            | 122,054    |  |  |      | 7.98 |  |  |            | 144,894    |  |  |      | 1.28 | 
|                                     |                                               |                                       |            |            |  |         |      |          |  |         |            |            |  |  |      |      |  |  |            |            |  |  |      |     
|Total deposits                       |                                               |                                       | 38,584,082 |            |  |         | 5.30 |          |  |         | 40,893,230 |            |  |  | 2.96 |      |  |  | 42,539,266 |            |  |  | 2.17 |     
|                                     |                                               |                                       |            |            |  |         |      |          |  |         |            |            |  |  |      |      |  |  |            |            |  |  |      |     






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

The table below shows the amount outstanding of
time certificates of deposit and other time deposits in amounts
of U.S.$100,000 or more of the Group by remaining maturity at
December 31, 2002. Determinations of whether certain time
deposits in currencies other than the U.S. dollar are in
amounts of U.S.$100,000 or more have been based on exchange
rates at December 31, 2002.

89



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##### Table of Contents



|                                                                                            |                          |                    |           |           | 
|------------------------------------------------------------------------------------------- | ------------------------ | ------------------ | --------- | --------- | 
|                                                                                            |                          | Year ended        
|                                                                                            |                          | December 31, 2002 
|                                                                                            |                          |                   
|                                                                                            |                          | (EUR in thousands)
|Time certificates of deposit in amounts
    U.S.$100,000 or more:                           |                          |                    |           |          
|                                                                                            | 3 months or less         |                    |           | 110,670   | 
|                                                                                            | Over 3 through 6 months  |                    |           | 9,869     | 
|                                                                                            | Over 6 through 12 months |                    |           | 81,062    | 
|                                                                                            | Over 12 months           |                    |           | 46,131    | 
|Other time deposits of U.S.$100,000 or more by
    time remaining until maturity:           |                          |                    |           |          
|                                                                                            | 3 months or less         |                    |           | 4,717,190 | 
|                                                                                            | Over 3 through 6 months  |                    |           | 447,424   | 
|                                                                                            | Over 6 through 12 months |                    |           | 429,611   | 
|                                                                                            | Over 12 months           |                    |           | 1,749     | 
|                                                                                            |                          |                    |           |          
|Total time certificates of deposit and other
    deposits in amount of U.S.$100,000 or more |                          |                    | 5,843,706 |          
|                                                                                            |                          |                    |           |          

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, 2000, 2001 and 2002.

|                                           |  |                           |         |      |  |      |        |   |  |  |        |  
|------------------------------------------ |  | ------------------------- | ------- | ---- |  | ---- | ------ | - |  |  | ------ | -
|                                           |  |                          
|                                           |  | Year ended December 31,  
|                                           |  |                          
|                                           |  | 2000                      |         | 2001 |  | 2002
|                                           |  |                           |         |      |  |     
|                                           |  |                          
|                                           |  | (EUR in thousands, except
|                                           |  | percentages)             
|End of period                              |  |                           | 73,641  |      |  |      | 51,630 |   |  |  | 28,585 |  
|Maximum month-end amount during the period |  |                           | 110,242 |      |  |      | 71,651 |   |  |  | 52,898 |  
|Average amount                             |  |                           | 88,382  |      |  |      | 63,566 |   |  |  | 38,589 |  
|Average interest rate                      |  |                           | 7.49    | %    |  |      | 4.56   | % |  |  | 4.05   | %




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 61.7% of our total revenues for the year ended
December 31, 2002 was generated by the Bank, which is the
largest financial institution in Greece. At December 31,
2002, the Bank accounted for approximately 86.8% of our total
assets.

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

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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 6.6% of our total loan portfolio as at
December 31, 2002. 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, 2000, 2001 and 2002 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.

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

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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 2000, we made provisions of
107.3 million
and wrote off
50.4 million.
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.
The provisions made under U.S. GAAP in 2000, 2001 and 2002
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 2000, our write-offs were significantly
lower than in 1999, reflecting the improved quality of the
Groups loan portfolio. However, provisions in 2000
increased due principally to the overall growth in the
Groups loan portfolio. In addition, we acquired
approximately
97.0 million
of non-performing loans in 2000 in connection with our
acquisition of Stopanska Banka, representing approximately 6.8%
of our total non-performing loans. However, we have adequately
provided for these loans in our financial statements. 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. 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, 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. The Bank and its
subsidiary, Ethniki Kefalaiou, disposed of real estate in
amounts equal to approximately
56.3 million
in 2000,
104.5 million
in 2001 and
45.0 million
in 2002. 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 U.S.$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 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

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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
U.S.$200 million of subordinated notes issued in 1997,
which had the net effect of increasing our Tier II capital
by approximately
538.5 million.
At December 31, 2002 the Bank and the Group had
2,053.1 million
and
1,842.4 million,
respectively, of Tier I capital and
2,729.2 million
and
2,600.0 million,
respectively, of total capital.


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 foreign |      | Short-term        |  |                   |         |                    |  |                  
|                     |  | currency deposit  |      | foreign currency  |  | Outlook for the   |         | Financial strength |  | Subordinated debt
|Rating agency        |  | rating(1)         |      | deposit rating(1) |  | Banks ratings(1) |         | of the Bank(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 |  |  |  |   |  |  |  | BBB+ | 
|Capital Intelligence |  |                   | A-   |                   |  |                   | A2      |                    |  |                   |       |  |  |  | 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.

A.  Operating Results

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

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net gain (before income tax expense and minority
interests) of
174.6 million,
which has been accounted for as an extraordinary item. See
Note 38 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 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.

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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.

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.

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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 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.Non-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

96



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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.

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 38 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.

97



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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.


Results of Operations for the Year Ended
December 31, 2001 Compared with the Year Ended
December 31, 2000

Overview.During the
year ended December 31, 2001, 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 Groups loan portfolio.
Furthermore, increased provisions and write-offs, especially in
the loan portfolio of Stopanska and UBB, affected the
Groups results. 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.

Net Interest Income.Our net interest income before
provisions for loan losses increased 32.2% to
1,228.2 million
for 2001 compared with
929.3 million
for 2000, as the decrease in interest expense outpaced the
decrease in interest income. Our net interest margin increased
to 2.64% in 2001 from 2.14% in 2000. The Bank increased its net
interest margin due to lower cost of funding, reflecting the
convergence of short-term interest rates in Greece with those
prevailing in the rest of Europe. This was partially offset in
the last quarter of 2001 as euro interest rates declined more
quickly than deposit interest rates. The components of our net
interest income for 2000 and 2001 are reflected in the following
table:

|                                                         |                                                                            |                         |           |           |  |        |           |           |  |  |       |       |  
|-------------------------------------------------------- | -------------------------------------------------------------------------- | ----------------------- | --------- | --------- |  | ------ | --------- | --------- |  |  | ----- | ----- | -
|                                                         |                                                                            |                         |           |          
|                                                         |                                                                            | Year ended December 31, |           |          
|                                                         |                                                                            |                         |           | 2000/2001
|                                                         |                                                                            | 2000                    |           | 2001      |  | Change
|                                                         |                                                                            |                         |           |           |  |       
|                                                         |                                                                            |                         |           | (%)      
|                                                         |                                                                            | (EUR in thousands)      |           |          
|Interest Income:                                         |                                                                            |                         |           |           |  |        |           |           |  |  |       |      
|                                                         | Loans                                                                      |                         |           | 1,322,652 |  |        |           | 1,220,270 |  |  |       | (7.7  | )
|                                                         | Securities available for sale                                              |                         |           | 194,952   |  |        |           | 171,203   |  |  |       | (12.2 | )
|                                                         | Securities held-to-maturity                                                |                         |           | 186,171   |  |        |           |          |  |  |       |      |  
|                                                         | Trading assets                                                             |                         |           | 943,172   |  |        |           | 689,027   |  |  |       | (27.0 | )
|                                                         | Federal funds sold and securities purchased under
    agreements to resell |                         |           | 17,271    |  |        |           | 27,843    |  |  |       | 61.2  |  
|                                                         | Interest-bearing deposits with banks                                       |                         |           | 616,207   |  |        |           | 475,857   |  |  |       | (22.8 | )
|                                                         | Other                                                                      |                         |           | 91,463    |  |        |           | 37,110    |  |  |       | (59.4 | )
|                                                         |                                                                            |                         |           |           |  |        |           |           |  |  |       |      
|Total interest income                                    |                                                                            |                         | 3,371,888 |           |  |        | 2,621,310 |           |  |  | (22.3 | )    
|                                                         |                                                                            |                         |           |           |  |        |           |           |  |  |       |      
|Interest Expense:                                        |                                                                            |                         |           |           |  |        |           |           |  |  |       |      
|                                                         | Deposits                                                                   |                         |           | 2,044,243 |  |        |           | 1,209,218 |  |  |       | (40.9 | )
|                                                         | Securities sold under agreements to repurchase                             |                         |           | 344,339   |  |        |           | 149,561   |  |  |       | (56.6 | )
|                                                         | Other borrowed funds                                                       |                         |           | 17,694    |  |        |           | 9,148     |  |  |       | (48.3 | )
|                                                         | Long-term debt                                                             |                         |           | 19,639    |  |        |           | 14,934    |  |  |       | (24.0 | )
|                                                         | Other                                                                      |                         |           | 16,674    |  |        |           | 10,252    |  |  |       | (38.5 | )
|                                                         |                                                                            |                         |           |           |  |        |           |           |  |  |       |      
|Total interest expense                                   |                                                                            |                         | 2,442,589 |           |  |        | 1,393,113 |           |  |  | (43.0 | )    
|                                                         |                                                                            |                         |           |           |  |        |           |           |  |  |       |      
|Net interest income before provision for loan
    losses |                                                                            |                         | 929,299   |           |  |        | 1,228,197 |           |  |  | 32.2  |      
|Provision for loan losses                                |                                                                            |                         | (107,348  | )         |  |        | (170,786  | )         |  |  | 59.1  |      
|                                                         |                                                                            |                         |           |           |  |        |           |           |  |  |       |      
|Net interest income after provision for loan
    losses  |                                                                            |                         | 821,951   |           |  |        | 1,057,411 |           |  |  | 28.7  |      
|                                                         |                                                                            |                         |           |           |  |        |           |           |  |  |       |      

Total interest income for the Group decreased
22.3% to
2,621.3 million
for 2001 from
3,371.9 million
for 2000. Interest income from loans decreased 7.7% in 2001
compared with 2000 as a result of declining interest rates in
Europe during the year, notwithstanding an increase in the size
of the loan portfolio. Interest income from the trading assets
and securities portfolio decreased as a result of lower interest
rates in 2001. Interest income from interest-bearing deposits
with banks (which includes reserves with the Bank of Greece)
decreased in 2001 compared to 2000 due to reduced interest
rates. Other interest income for the Group, which includes
income received on amounts from money market investments,
decreased from
91.5 million
in 2000 to
37.1 million
in 2001.

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Total interest expense for the Group decreased
43.0% to
1,393.1 million
for 2001 from
2,442.6 million
for 2000. Interest on deposits decreased 40.9% in 2001,
reflecting a decline in interest rates in 2001, which was offset
in part by increased customer deposits. Interest expense on
securities sold under agreements to repurchase decreased, as did
interest expense on other borrowings, which consists primarily
of short-term bonds issued by the former National Mortgage Bank
(which was merged into the Bank in 1998) and interest expense on
long-term debt. The decrease was mainly due to declining
interest rates.

Provision for Loan Losses.We recorded, for U.S. GAAP
purposes, provisions of
107.3 million
for 2000, which increased 59.1% to
170.8 million
for 2001.

Activity in the loan loss allowances for the two
years ended December 31, 2000 and 2001 was as follows:

|                                 |                                                                                          |                    |         |         |   |  |           |          |  
|-------------------------------- | ---------------------------------------------------------------------------------------- | ------------------ | ------- | ------- | - |  | --------- | -------- | -
|                                 |                                                                                          | 2000               |         | 2001   
|                                 |                                                                                          |                    |         |        
|                                 |                                                                                          |                   
|                                 |                                                                                          | (EUR in thousands)
|Balance at beginning of the year |                                                                                          |                    | 798,008 |         |   |  | 973,211   |         
|                                 | Add: Allowance (upon acquisition) attributable to
    companies acquired during the year |                    |         | 133,657 |   |  |           |         |  
|                                 | Add: Provisions for probable loan losses                                                 |                    |         | 107,348 |   |  |           | 170,786  |  
|                                 | Write-offs                                                                               |                    |         | (50,350 | ) |  |           | (133,797 | )
|                                 | Recoveries(1)                                                                            |                    |         | 1,455   |   |  |           | 3,540    |  
|                                 |                                                                                          |                    |         |         |   |  |           |         
|                                 | Less: Net write-offs                                                                     |                    |         | (48,895 | ) |  |           | (130,257 | )
|                                 | Exchange differences and other variations                                                |                    |         | (16,907 | ) |  |           | 1,187    |  
|                                 |                                                                                          |                    |         |         |   |  |           |         
|Balance at end of year           |                                                                                          |                    | 973,211 |         |   |  | 1,014,927 |         
|                                 |                                                                                          |                    |         |         |   |  |           |         






|    |                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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.

Total loan loss allowance increased 4.3% from
973.2 million
in 2000 to
1,014.9 million
in 2001, notwithstanding a larger increase in our total loan
portfolio. Total loans increased 16.1% from
17,518.4 million
at December 31, 2000 to
20,346.6 million
at December 31, 2001. At the same time, write-offs
increased 165.7% from
50.4 million
in 2000 to
133.8 million
in 2001 as we continued to remove poor quality loans originated
in previous years, particularly in the industrial, shipping and
trade sectors. Provisions for the period also increased, due to
new non-performing loans, principally in Stopanska Banka, NBG
Cyprus and Atlantic Bank of New York and also due to the impact
of Greek Law 2912/2001, that took effect in May 2001 which
limits the amount of interest that can accrue on certain
non-performing loans and therefore restricts the Banks
ability to fully recover on such loans. The decrease in total
loan loss allowance as a percentage of total loans, from 5.6% in
2000 to 5.0% in 2001, reflects principally the continued
improvement in the quality of our loan portfolio, resulting from
our enhanced loan approval process and our write-offs, during
the period.

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,
|                           |  |                
|                           |  |                 |         |     
|                           |  | 2000            |         | 2001
|                           |  |                 |         |     
|                           |  | (EUR in         |         |      |  | (EUR in    |       |    
|                           |  | thousands)      |         | (%)  |  | thousands) |       | (%)
|                           |  |                 |         |      |  |            |       |    
|Specific allowances        |  |                 | 287,882 |      |  |            | 29.6  |     |  |  | 291,434   |  |  |  | 28.7  | 
|Coefficient analysis       |  |                 | 142,174 |      |  |            | 14.6  |     |  |  | 145,059   |  |  |  | 14.3  | 
|Homogeneous analysis       |  |                 | 202,148 |      |  |            | 20.8  |     |  |  | 197,756   |  |  |  | 19.5  | 
|Foreign loans              |  |                 | 246,154 |      |  |            | 25.3  |     |  |  | 265,641   |  |  |  | 26.2  | 
|Unallocated                |  |                 | 94,853  |      |  |            | 9.7   |     |  |  | 115,037   |  |  |  | 11.3  | 
|                           |  |                 |         |      |  |            |       |     |  |  |           |  |  |  |       | 
|Total loan loss allowances |  |                 | 973,211 |      |  |            | 100.0 |     |  |  | 1,014,927 |  |  |  | 100.0 | 
|                           |  |                 |         |      |  |            |       |     |  |  |           |  |  |  |       | 

99



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Total loan loss allowance as a percentage of
non-accruing loans was 68.6% at December 31, 2000 and 74.0%
at December 31, 2001.

Net interest income after provision for loan
losses increased 28.7% to
1,057.4 million
in 2001 from
822.0 million
in 2000, notwithstanding significantly increased provisions in
2001.

Non-interest Income.Non-interest income decreased 29.3% to
1,057.0 million
for 2001 compared to
1,496.0 million
for 2000. The following table summarizes the principal
components of non-interest income during each of the two years
ended December 31, 2000 and 2001:

|                                                                       |  |                    |           |           |  |        |           |   |  |  |       |  
|---------------------------------------------------------------------- |  | ------------------ | --------- | --------- |  | ------ | --------- | - |  |  | ----- | -
|                                                                       |  |                    |           |          
|                                                                       |  | Year ended         |           |          
|                                                                       |  | December 31,       |           |          
|                                                                       |  |                    |           | 2000/2001
|                                                                       |  | 2000               |           | 2001      |  | Change
|                                                                       |  |                    |           |           |  |       
|                                                                       |  |                    |           | (%)      
|                                                                       |  | (EUR in thousands) |           |          
|Profit on disposal and partial disposal of
    subsidiary undertakings |  |                    | 87,799    |           |  |        | 5,313     |   |  |  | (94.0 | )
|Credit card fees                                                       |  |                    | 37,407    |           |  |        | 46,756    |   |  |  | 25.0  |  
|Service charges on deposit accounts                                    |  |                    | 16,328    |           |  |        | 24,423    |   |  |  | 49.6  |  
|Other fees and commissions                                             |  |                    | 345,318   |           |  |        | 305,884   |   |  |  | (11.4 | )
|Net trading profits or (losses)                                        |  |                    | 255,288   |           |  |        | (138,348  | ) |  |  |      |  
|Net realized gains on sales of available-for-sale
    securities       |  |                    | 41,709    |           |  |        | 12,353    |   |  |  | (70.4 | )
|Equity in earnings or (losses) of investees                            |  |                    | 599       |           |  |        | (1,086    | ) |  |  |      |  
|Other                                                                  |  |                    | 711,592   |           |  |        | 801,679   |   |  |  | 12.7  |  
|                                                                       |  |                    |           |           |  |        |           |   |  |  |       |  
|Total non-interest income                                              |  |                    | 1,496,040 |           |  |        | 1,056,974 |   |  |  | (29.3 | )
|                                                                       |  |                    |           |           |  |        |           |   |  |  |       |  

Profits on disposal and partial disposal of
subsidiary undertakings were
5.3 million
in 2001, compared to
87.8 million
in 2000, reflecting adverse market conditions. Income from
credit card fees increased 25.0% from
37.4 million
in 2000 to
46.8 million
in 2001 due to an increase in the number of cards in
circulation. Service charges on deposit accounts increased 49.6%
from
16.3 million
in 2000 to
24.4 million
in 2001 due to an increase in rates charged. Other fees and
commissions decreased 11.4% due primarily to a reduction in
investment banking and asset management commissions, partially
offset by an increase in retail banking commissions. Net trading
losses in 2001 consists of realized gains of
37.0 million
and unrealized losses of
175.3 million.
These losses were primarily due to the decline of stock market
prices in Greece. Net realized gains on sales of
available-for-sale securities decreased by 70.4% due to market
conditions. Our equity in losses of investees reflects primarily
losses of Larco Metallurgical, partially offset by gains from
other companies. Other non-interest income increased by 12.7%
from
711.6 million
in 2000 to
801.7 million
in 2001, primarily due to increased gains on sales of real
estate and increased insurance operations income. Insurance
operations income increased 6.2% from
469.4 million
in 2000 to
498.7 million
in 2001.

Non-interest Expense.Non-interest expense increased 9.2% to
1,902.6 million
for 2001, compared with
1,742.1 million
for 2000.

The following table summarizes the principal
components of non-interest expense during each of the two years
ended December 31, 2000 and 2001.

|                                |  |                    |           |           |  |        |           |  |  |  |      | 
|------------------------------- |  | ------------------ | --------- | --------- |  | ------ | --------- |  |  |  | ---- | 
|                                |  |                    |           |          
|                                |  | Year ended         |           |          
|                                |  | December 31,       |           |          
|                                |  |                    |           | 2000/2001
|                                |  | 2000               |           | 2001      |  | Change
|                                |  |                    |           |           |  |       
|                                |  |                    |           | (%)      
|                                |  | (EUR in thousands) |           |          
|Salaries and employee benefits  |  |                    | 754,654   |           |  |        | 820,914   |  |  |  | 8.8  | 
|Occupancy and equipment expense |  |                    | 58,293    |           |  |        | 67,885    |  |  |  | 16.5 | 
|Amortization and depreciation   |  |                    | 122,677   |           |  |        | 130,477   |  |  |  | 6.4  | 
|Other non-interest expense      |  |                    | 806,473   |           |  |        | 883,355   |  |  |  | 9.5  | 
|                                |  |                    |           |           |  |        |           |  |  |  |      | 
|Total non-interest expense      |  |                    | 1,742,097 |           |  |        | 1,902,631 |  |  |  | 9.2  | 
|                                |  |                    |           |           |  |        |           |  |  |  |      | 

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Salaries and employee benefits increased 8.8%
from
754.7 million
for 2000 to
821.0 million
for 2001. This increase was due to a general wage increase in
Greece and increases in employee benefit costs in 2001. Employee
benefit costs in 2000 and 2001 include actuarial adjustments for
pension and post retirement defined benefit plans. In 2000 and
2001, these adjustments resulted in a charge to the income
statement of approximately
37.3 million
and
55.5 million,
respectively, to reflect shortfalls in the Groups defined
benefit pension plans. Occupancy and equipment expense increased
16.5% from
58.3 million
in 2000 to
67.9 million
in 2001 due to inflationary price adjustments on these costs,
equipment for UBB and Stopanska Banka and increased costs for
Atlantic Bank of New York. Amortization and depreciation
expense (which includes depreciation and amortization of
tangible and intangible assets) increased 6.4% to
130.5 million
for 2001 compared with
122.7 million
for 2000 primarily due to the ongoing capital investment in
technology systems.

The table below summarizes the principal
components of other non-interest expense during each of the two
years ended December 31, 2000 and 2001:

|                                                   |  |                    |         |           |  |        |         |  |  |  |       |  
|-------------------------------------------------- |  | ------------------ | ------- | --------- |  | ------ | ------- |  |  |  | ----- | -
|                                                   |  |                    |         |          
|                                                   |  | Year ended         |         |          
|                                                   |  | December 31,       |         |          
|                                                   |  |                    |         | 2000/2001
|                                                   |  | 2000               |         | 2001      |  | Change
|                                                   |  |                    |         |           |  |       
|                                                   |  |                    |         | (%)      
|                                                   |  | (EUR in thousands) |         |          
|Reinsurance premiums and insurance operating costs |  |                    | 500,122 |           |  |        | 541,488 |  |  |  | 8.3   |  
|Mutual funds management costs                      |  |                    | 2,433   |           |  |        | 4,261   |  |  |  | 75.1  |  
|Warehouse cost of services                         |  |                    | 1,435   |           |  |        | 2,134   |  |  |  | 48.7  |  
|Hotel running costs                                |  |                    | 21,365  |           |  |        | 19,838  |  |  |  | (7.1  | )
|Credit card costs                                  |  |                    | 16,619  |           |  |        | 36,220  |  |  |  | 117.9 |  
|Broker costs                                       |  |                    | 6,860   |           |  |        | 5,586   |  |  |  | (18.6 | )
|Loss on property sales                             |  |                    | 728     |           |  |        | 1,352   |  |  |  | 85.7  |  
|Deposit insurance premiums                         |  |                    | 9,327   |           |  |        | 9,221   |  |  |  | (1.1  | )
|Other                                              |  |                    | 247,584 |           |  |        | 263,255 |  |  |  | 6.3   |  
|                                                   |  |                    |         |           |  |        |         |  |  |  |       |  
|                                                   |  |                    | 806,473 |           |  |        | 883,355 |  |  |  | 9.5   |  
|                                                   |  |                    |         |           |  |        |         |  |  |  |       |  

Other non-interest expense increased by 9.5% from
806.5 million
in 2000 to
883.4 million
in 2001 primarily because of an increase in reinsurance premiums.

Income Before Income Tax Expense and Minority
Interests.Income before income tax
expense and minority interests decreased significantly from
575.9 million
for 2000 to
211.8 million
for 2001. This decrease resulted primarily from decreases in
trading accounts, notwithstanding increases 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 2001 was
115.1 million
compared to
320.9 million
for 2000, resulting primarily from decreased profits in 2001.
The applicable Greek statutory rate of tax for the Bank and
non-listed companies in the Group during the period was 37.5%.
The effective tax rate applicable to the Group determined under
U.S. GAAP in 2000 and 2001 was significantly higher than
the applicable average statutory income tax rate, primarily
because of non-tax deductible losses suffered by the Group in
2000 and 2001. 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.

Net Income.For the
reasons discussed above, we had net income of
205.0 million
for 2001, compared to
372.8 million
for 2000.

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.

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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, 2001, 23.2% of the Groups liabilities
and 21.6% of the Groups assets were denominated in
currencies other than euro, before taking into account hedging
transactions.


Recently Issued Accounting
Pronouncements

Statement of Financial Accounting Standards
(which is referred to in this Annual Report as SFAS)
No. 150 Accounting for Certain Financial Instruments
with Characteristics of both Liability and Equity
establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a
financial instrument that is within its scope as a liability (or
an asset in some circumstances). SFAS 150 is effective for
financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning
of the first interim period beginning after June 15, 2003,
except for mandatorily redeemable financial instruments of
nonpublic entities. It is to be implemented by reporting the
cumulative effect of a change in an accounting principle for
financial instruments created before the issuance date of
SFAS 150 and still existing at the beginning of the interim
period of adoption. Restatement is not permitted. Management is
currently evaluating the impact of this new rule on the
financial statements and does not anticipate that the adoption
of this pronouncement will have a material impact on its results
of operations or financial condition.

In January 2003, the Financial Accounting
Standards Board (which is referred to in this Annual Report as
FASB) issued FASB Interpretation 46
Consolidation of Variable Interest Entities, an
interpretation of ARB No. 51. FIN 46 (the
interpretation) provides a new framework for identifying
variable interest entities (which are referred to in this Annual
Report as 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 is effective immediately for VIEs
created after January 31, 2003 and is effective beginning
in the third quarter of 2003 for VIEs created prior to the
issuance of the interpretation. Management is currently
evaluating the impact of this new rule on the financial
statements and does not anticipate the adoption of this
pronouncement will have a material impact on its 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 annual
and interim financial statements about the method of accounting
for stock-based employee compensation and the effect of the
method used on the reported result. The Group had no stock
options outstanding prior to the adoption date of SFAS 148
and as such the adoption of this pronouncement will not have a
material impact on operations.

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. The accounting
provisions of FIN 45 were effective for certain guarantees
issued or modified after December 31, 2002. Management is
currently evaluating the impact of this new rate on the
financial statement and does not anticipate the adoption of this
pronouncement will have a material impact on the Groups
results of operations or financial condition.

On April 30, 2003, the FASB issued
SFAS 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities and 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,
Accounting for Derivative Instruments and Hedging
Activities. Management is currently evaluating the impact
of this new rule on the financial statements and does not
anticipate the adoption of this pronouncement will have a
material impact on its results of operations or financial
condition.

In June 2001, the FASB issued SFAS No. 142,
Goodwill and Other Intangible Assets. SFAS 142
became effective for the Corporation on January 1, 2002 and
primarily addresses the accounting for goodwill and

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intangible assets subsequent to their
acquisition. SFAS 142 requires that goodwill be recorded at
the reporting unit level. The Group defines reporting units as
an operating segment or one level below. The Group has evaluated
the lives of intangible assets as required by SFAS 142 and
no change was made regarding lives upon adoption. SFAS 142
prohibits the amortization of goodwill but requires that it be
tested for impairment at least annually at the reporting unit
level. Goodwill was tested for impairment and the charge was not
significant.


SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities, as amended
by SFAS No. 137, Accounting for Derivative
Instruments and Hedging Activities  Deferral of
Effective Date of Financial Accounting Standards Board Statement
No. 133, and SFAS No. 138, Accounting for
Certain Derivative Instruments and Certain Hedging
Activities  an amendment of FASB Statement
No. 133, was adopted by the Group on January 1,
2001. The impact of adopting SFAS 133 to net income was an
after tax gain of
29.0 million.
The adjustment to other comprehensive income did not have a
material effect on the Groups financial position.

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.

The following table provides a summary of our
interbank borrowing activity for each of the three years ended
December 31, 2000, 2001 and 2002.

|                      |  |                         |            |      |  |      |            |   |  |  |            |  
|--------------------- |  | ----------------------- | ---------- | ---- |  | ---- | ---------- | - |  |  | ---------- | -
|                      |  |                        
|                      |  | Year ended December 31,
|                      |  |                        
|                      |  | 2000                    |            | 2001 |  | 2002
|                      |  |                         |            |      |  |     
|                      |  |                        
|                      |  | (EUR in thousands)     
|Interbank lending     |  |                         | 5,546,362  |      |  |      | 7,550,806  |   |  |  | 5,486,932  |  
|Interbank borrowing   |  |                         | (1,596,194 | )    |  |      | (3,093,723 | ) |  |  | (2,954,633 | )
|                      |  |                         |            |      |  |      |            |   |  |  |            |  
|Net interbank lending |  |                         | 3,950,168  |      |  |      | 4,457,083  |   |  |  | 2,532,299  |  
|                      |  |                         |            |      |  |      |            |   |  |  |            |  

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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, 2000, 2001 and 2002.

|                                                                |  |                         |            |      |  |      |            |   |  |  |            |  
|--------------------------------------------------------------- |  | ----------------------- | ---------- | ---- |  | ---- | ---------- | - |  |  | ---------- | -
|                                                                |  |                        
|                                                                |  | Year ended December 31,
|                                                                |  |                        
|                                                                |  | 2000                    |            | 2001 |  | 2002
|                                                                |  |                         |            |      |  |     
|                                                                |  |                        
|                                                                |  | (EUR in thousands)     
|Cash flows from operating activities                            |  |                         | 3,911,583  |      |  |      | 2,277,364  |   |  |  | (422,847   | )
|Cash flows from investing activities                            |  |                         | (6,174,665 | )    |  |      | (6,115,914 | ) |  |  | (1,337,139 | )
|Cash flows from financing activities                            |  |                         | 1,746,704  |      |  |      | 3,865,051  |   |  |  | 1,230,625  |  
|Effect of exchange rate change on cash and cash
    equivalents |  |                         | (13,101    | )    |  |      | 28,569     |   |  |  | (2,433     | )
|                                                                |  |                         |            |      |  |      |            |   |  |  |            |  
|Net (decrease)/increase in cash and cash
    equivalents        |  |                         | (529,479   | )    |  |      | 55,070     |   |  |  | (531,794   | )
|                                                                |  |                         |            |      |  |      |            |   |  |  |            |  

During 2000, as Greece confirmed its adoption of
the euro and the yield on Greek government bonds declined, we
sold securities in our held-to-maturity securities portfolio and
reclassified the balance into our trading portfolio. As a
result, we had no held-to-maturity securities at the end of
2002. See Note 10 to the U.S. GAAP Financial
Statements included in this Annual Report.

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.

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
82.2 million
in 2002. 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
28,198 thousand
for the year ended December 31, 2002. This amount reflects
our participation in Stopanskas and NMOCs share
capital increases. See Item 4.B, Business
Overview  Strategy  Pursue Internal and
External Growth Opportunities.

At December 31, 2002, total assets were
55,246.2 million,
a 0.6% increase over the Groups total assets of
54,940.7 million
at December 31, 2001, which in turn was a 10.3% increase
over the
49,816.2 million
total assets at December 31, 2000. Obligatory deposits with
the central bank were
203.0 million
in 2002,
851.8 million
in 2001 and
4,436.1 million
in 2000. Federal funds sold and securities purchased under
agreements to resell were
4,744.9 million
in 2002,
2,121.4 million
in 2001 and
1,774.5 million
in 2000, compared to
146.0 million
in 1999. Interest-bearing deposits with other banks were
5,486.9 million
in 2002 and
7,550.8 million
in 2001, compared to
5,546.4 million
in 2000. The Groups securities portfolio was
19,122.1 million
at December 31, 2002,
18,866.6 million
at December 31, 2001 and
16,496.4 million
at December 31, 2000.

The Groups loan portfolio grew from
17,518.4 million
at December 31, 2000 to
20,346.6 million
at December 31, 2001 and to
20,631.3 million
at December 31, 2002. At December 31, 2002, the
Groups net loan portfolio accounted for 35.5% of total
assets. Allowance for loan losses increased from
973.2 million
in 2000 to
1,014.9 million
in 2001 and
1,011.1 million
in 2002. The 2000 increase was triggered through the acquisition
of Stopanska Banka, which had a significant amount of problem
loans, while the 2001 increase was in line with

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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. See Item 4.E, Selected Statistical
Data  Assets  Loan Portfolio.


Deposits increased 6.7% from
38,739.6 million
at December 31, 2000 to
41,318.3 million
at December 31, 2001 and decreased
1,029.4 million
to
40,288.8 million
at December 31, 2002. Of these, interbank deposits
increased from
2,020.7 million
at year-end 2000 to
3,250.6 million
at year-end 2001 and increased to
3,270.9 million
at year-end 2002.

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 actively 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 marginally
decreased to
421.0 million
at December 31, 2002 from
425.4 million
at December 31, 2001 and from
692.4 million
at December 31, 2000 following the cancellation of
6,461,096 own shares in 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 banks 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
their implementation. This committee is currently comprised of
the Governor and Deputy Governors of the Bank and the directors
of the Bank in charge of 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 Bank follow
asset and liability management policies similar to those of the
Bank.

The Banks Internal Audit Department (the
IAD) is responsible for monitoring and evaluating
credit and operational risk for the Group and for implementing
procedures to minimize credit and operational risk. The IAD
currently employs 133 people (approximately 0.9% of the
Banks employees, which is in line with international
standards) and reports to the Governor of the Bank and to the
Audit Committee. Specifically, the IAD ensures compliance, both
at the branch network level as well as at all Group
subsidiaries, with internal procedures established by the RMC
and the GRCs. It also evaluates the effectiveness of established
procedures and monitors the way these procedures are adopted and
implemented by Group personnel. The IAD inspects each domestic
branch at least once every three years and each foreign branch
and foreign subsidiary every two years and each domestic
subsidiary as deemed necessary. In addition, special groups
within the IAD inspect and monitor the Groups information
technology networks and Treasury departments on an ongoing basis.

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. The RMC delegates authority to the Market Risk
Management Committee and the Credit Risk Management Committee
(collectively, the Group Risk Committees or the
GRCs). The

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GRCs, which are composed of the Risk Executive
and heads of business units, provide support to the RMC. In
addition, the GRCs oversee and support the Group Risk Management
Division (the RMD) in the management of the risks
facing the Group. The GRCs are responsible for approving the
risk frameworks developed by the RMD, allocating risk limits to
the business units throughout the Group and monitoring exposures
against limits.


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 and the GRCs 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. Minor deviations from the guidelines set by the RMC
must be approved by the GRCs and ratified by the RMC, and
significant deviations must be approved by the RMC prior to the
execution of transactions.

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. At December 31, 2002, approximately
67.6% of the Groups deposits were demand deposits with no
specified maturity. Approximately 84.4% of the Groups
deposits had maturities of less than three months at
December 31, 2002. At December 31, 2002, 47.0% 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 30.3% of the Groups total loan
portfolio at December 31, 2002. Over 96.2% of the
Groups interest bearing deposits with banks had maturities
of less than three months at December 31, 2002. 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.

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.

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The RMD monitors interest rate sensitivity by
analyzing the composition of its balance sheet assets and
liabilities and off-balance sheet assets and liabilities. The
analysis includes investment portfolio financial instruments as
well as commercial banking assets and liabilities. Interest rate
sensitivity analyses measure the sensitivity of net interest
income to parallel changes in market interest rates but do not
reflect the statistical likelihood of any such changes. The gap
position in the composition of the Groups balance sheet
and off-balance sheet instruments at any date causes the
Groups net interest income to be affected by changes in
the general level of interest rates.

At December 31, 2002, 99.9% of the interest
bearing securities of the Group, including securities purchased
under agreements to resell, and 77.2% 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, 2000, 2001 and 2002.

|                                                                           |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |       |            |   |  |  |            |   |  |  |            |   |  |  |            |   |  |  |            |  
|-------------------------------------------------------------------------- |  | ----------------------- | ---------- | -------- |  | ----- | ---------- | --- |  | -------- | ---------- | ----- |  | --- | ---------- | -------- |  | ----- | ---------- | - |  |  | ---------- | - |  |  | ---------- | - |  |  | ---------- | - |  |  | ---------- | -
|                                                                           |  |                        
|                                                                           |  | Year ended December 31,
|                                                                           |  |                        
|                                                                           |  |                         |            |          |  |      
|                                                                           |  | 2000                    |            | 2001     |  | 2002 
|                                                                           |  |                         |            |          |  |      
|                                                                           |  |                         |            | Other    |  |       |            |     |  | Other    |            |       |  |     |            | Other    |  |      
|                                                                           |  | EUR                     |            | Currency |  | Total |            | EUR |  | Currency |            | Total |  | EUR |            | Currency |  | Total
|                                                                           |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |      
|                                                                           |  |                        
|                                                                           |  | (EUR in thousands)     
|Assets:                                                                    |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |       |            |   |  |  |            |   |  |  |            |   |  |  |            |   |  |  |            |  
|Cash and due from banks                                                    |  |                         | 828,925    |          |  |       | 412,311    |     |  |          | 1,241,236  |       |  |     | 757,920    |          |  |       | 538,386    |   |  |  | 1,296,306  |   |  |  | 504,513    |   |  |  | 259,999    |   |  |  | 764,512    |  
|Obligatory deposits with central Bank                                      |  |                         | 777,133    |          |  |       | 3,658,967  |     |  |          | 4,436,100  |       |  |     | 777,037    |          |  |       | 74,782     |   |  |  | 851,819    |   |  |  | 133,952    |   |  |  | 69,084     |   |  |  | 203,036    |  
|Federal funds sold and securities purchased under
    agreements to resell |  |                         | 1,578,245  |          |  |       | 196,291    |     |  |          | 1,774,536  |       |  |     | 2,116,980  |          |  |       | 4,408      |   |  |  | 2,121,388  |   |  |  | 4,730,759  |   |  |  | 14,184     |   |  |  | 4,744,943  |  
|Interest bearing deposits with Banks                                       |  |                         | 3,042,274  |          |  |       | 2,504,088  |     |  |          | 5,546,362  |       |  |     | 5,509,087  |          |  |       | 2,041,720  |   |  |  | 7,550,807  |   |  |  | 2,864,414  |   |  |  | 2,622,518  |   |  |  | 5,486,932  |  
|Money market investments                                                   |  |                         | 20,540     |          |  |       | 109,491    |     |  |          | 130,031    |       |  |     | 111,092    |          |  |       | 68,892     |   |  |  | 179,984    |   |  |  | 34,237     |   |  |  | 91,211     |   |  |  | 125,448    |  
|Trading assets and derivative Instruments                                  |  |                         | 11,316,583 |          |  |       | 2,328,182  |     |  |          | 13,644,765 |       |  |     | 13,971,575 |          |  |       | 1,567,428  |   |  |  | 15,539,003 |   |  |  | 13,397,369 |   |  |  | 1,956,354  |   |  |  | 15,353,723 |  
|Available-for-sale, at fair value                                          |  |                         | 879,346    |          |  |       | 1,984,930  |     |  |          | 2,864,276  |       |  |     | 1,699,238  |          |  |       | 1,795,278  |   |  |  | 3,494,516  |   |  |  | 1,895,337  |   |  |  | 1,948,625  |   |  |  | 3,843,962  |  
|Held-to-maturity, at amortized cost                                        |  |                         |           |          |  |       |           |     |  |          |           |       |  |     |           |          |  |       |           |   |  |  |           |   |  |  |           |   |  |  |           |   |  |  |           |  
|Equity method investments                                                  |  |                         | 268,320    |          |  |       |           |     |  |          | 268,320    |       |  |     | 267,950    |          |  |       |           |   |  |  | 267,950    |   |  |  | 269,140    |   |  |  |           |   |  |  | 269,140    |  
|Loans                                                                      |  |                         | 10,264,087 |          |  |       | 7,254,286  |     |  |          | 17,518,373 |       |  |     | 15,209,051 |          |  |       | 5,137,514  |   |  |  | 20,346,565 |   |  |  | 16,003,173 |   |  |  | 4,628,152  |   |  |  | 20,631,325 |  
|Less: Allowance for loan losses                                            |  |                         | (717,989   | )        |  |       | (255,222   | )   |  |          | (973,211   | )     |  |     | (739,194   | )        |  |       | (275,733   | ) |  |  | (1,014,927 | ) |  |  | (789,120   | ) |  |  | (222,025   | ) |  |  | (1,011,145 | )
|Net loans                                                                  |  |                         | 9,546,098  |          |  |       | 6,999,064  |     |  |          | 16,545,162 |       |  |     | 14,469,857 |          |  |       | 4,861,781  |   |  |  | 19,331,638 |   |  |  | 15,214,053 |   |  |  | 4,406,127  |   |  |  | 19,620,180 |  
|Intangible assets                                                          |  |                         | 267,647    |          |  |       | 126,175    |     |  |          | 393,822    |       |  |     | 278,262    |          |  |       | 116,909    |   |  |  | 395,171    |   |  |  | 312,479    |   |  |  | 162,813    |   |  |  | 475,292    |  
|Premises and equipment, net                                                |  |                         | 379,369    |          |  |       | 123,818    |     |  |          | 503,187    |       |  |     | 467,795    |          |  |       | 139,900    |   |  |  | 607,695    |   |  |  | 496,523    |   |  |  | 129,540    |   |  |  | 626,063    |  
|Customers liability on acceptances                                        |  |                         | 124        |          |  |       | 660        |     |  |          | 784        |       |  |     |           |          |  |       | 1,078      |   |  |  | 1,078      |   |  |  | 15         |   |  |  | 1,557      |   |  |  | 1,572      |  
|Accrued interest receivable                                                |  |                         | 593,391    |          |  |       | 231,087    |     |  |          | 824,478    |       |  |     | 735,390    |          |  |       | 92,833     |   |  |  | 828,223    |   |  |  | 741,944    |   |  |  | 63,228     |   |  |  | 805,172    |  
|Other assets                                                               |  |                         | 1,573,931  |          |  |       | 69,221     |     |  |          | 1,643,152  |       |  |     | 1,900,439  |          |  |       | 574,648    |   |  |  | 2,475,087  |   |  |  | 2,630,840  |   |  |  | 295,402    |   |  |  | 2,926,242  |  
|                                                                           |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |       |            |   |  |  |            |   |  |  |            |   |  |  |            |   |  |  |            |  
|Total assets                                                               |  |                         | 31,071,926 |          |  |       | 18,744,285 |     |  |          | 49,816,211 |       |  |     | 43,062,622 |          |  |       | 11,878,043 |   |  |  | 54,940,665 |   |  |  | 43,225,575 |   |  |  | 12,020,642 |   |  |  | 55,246,217 |  
|                                                                           |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |       |            |   |  |  |            |   |  |  |            |   |  |  |            |   |  |  |            |  

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|                                                             |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |       |            |  |  |  |            |  |  |  |            |  |  |  |            |  |  |  |            | 
|------------------------------------------------------------ |  | ----------------------- | ---------- | -------- |  | ----- | ---------- | --- |  | -------- | ---------- | ----- |  | --- | ---------- | -------- |  | ----- | ---------- |  |  |  | ---------- |  |  |  | ---------- |  |  |  | ---------- |  |  |  | ---------- | 
|                                                             |  |                        
|                                                             |  | Year ended December 31,
|                                                             |  |                        
|                                                             |  |                         |            |          |  |      
|                                                             |  | 2000                    |            | 2001     |  | 2002 
|                                                             |  |                         |            |          |  |      
|                                                             |  |                         |            | Other    |  |       |            |     |  | Other    |            |       |  |     |            | Other    |  |      
|                                                             |  | EUR                     |            | Currency |  | Total |            | EUR |  | Currency |            | Total |  | EUR |            | Currency |  | Total
|                                                             |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |      
|                                                             |  |                        
|                                                             |  | (EUR in thousands)     
|Liabilities and Shareholders
    Equity:                    |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |       |            |  |  |  |            |  |  |  |            |  |  |  |            |  |  |  |            | 
|Total deposits                                               |  |                         | 21,857,502 |          |  |       | 16,882,122 |     |  |          | 38,739,624 |       |  |     | 30,205,302 |          |  |       | 11,112,963 |  |  |  | 41,318,265 |  |  |  | 30,201,609 |  |  |  | 10,087,224 |  |  |  | 40,288,833 | 
|Central bank borrowings                                      |  |                         | 76,461     |          |  |       | 3,557      |     |  |          | 80,018     |       |  |     | 66,843     |          |  |       | 3,683      |  |  |  | 70,526     |  |  |  | 6,804      |  |  |  |           |  |  |  | 6,804      | 
|Securities sold under agreements to repurchase               |  |                         | 4,150,110  |          |  |       | 676,261    |     |  |          | 4,826,371  |       |  |     | 5,978,173  |          |  |       | 409,309    |  |  |  | 6,387,482  |  |  |  | 7,507,490  |  |  |  | 771,402    |  |  |  | 8,278,892  | 
|Other borrowed funds                                         |  |                         | 75,627     |          |  |       | 73,339     |     |  |          | 148,966    |       |  |     | 56,851     |          |  |       | 57,441     |  |  |  | 114,292    |  |  |  | 28,955     |  |  |  | 207,503    |  |  |  | 236,458    | 
|Acceptances outstanding                                      |  |                         | 124        |          |  |       | 660        |     |  |          | 784        |       |  |     |           |          |  |       | 1,078      |  |  |  | 1,078      |  |  |  | 15         |  |  |  | 1,557      |  |  |  | 1,572      | 
|Accounts payable, accrued expenses and other
    liabilities |  |                         | 2,320,695  |          |  |       | 575,694    |     |  |          | 2,896,389  |       |  |     | 3,419,162  |          |  |       | 612,716    |  |  |  | 4,031,878  |  |  |  | 2,321,390  |  |  |  | 680,346    |  |  |  | 3,001,736  | 
|Long-term debt                                               |  |                         | 19,193     |          |  |       | 242,782    |     |  |          | 261,975    |       |  |     | 41,668     |          |  |       | 223,659    |  |  |  | 265,327    |  |  |  | 806,696    |  |  |  | 7,251      |  |  |  | 813,947    | 
|Insurance reserves                                           |  |                         | 1,065,074  |          |  |       |           |     |  |          | 1,065,074  |       |  |     | 1,100,036  |          |  |       |           |  |  |  | 1,100,036  |  |  |  | 1,152,375  |  |  |  |           |  |  |  | 1,152,375  | 
|                                                             |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |       |            |  |  |  |            |  |  |  |            |  |  |  |            |  |  |  |            | 
|Total liabilities                                            |  |                         | 29,564,786 |          |  |       | 18,454,415 |     |  |          | 48,019,201 |       |  |     | 40,868,035 |          |  |       | 12,420,849 |  |  |  | 53,288,884 |  |  |  | 42,025,334 |  |  |  | 11,755,283 |  |  |  | 53,780,617 | 
|Minority interests                                           |  |                         | 394,195    |          |  |       | 35,425     |     |  |          | 429,620    |       |  |     | 267,684    |          |  |       | 26,266     |  |  |  | 293,950    |  |  |  | 198,831    |  |  |  | 29,606     |  |  |  | 228,437    | 
|Total shareholders equity                                   |  |                         | 999,678    |          |  |       | 367,712    |     |  |          | 1,367,390  |       |  |     | 1,066,509  |          |  |       | 291,322    |  |  |  | 1,357,831  |  |  |  | 1,109,021  |  |  |  | 128,142    |  |  |  | 1,237,163  | 
|                                                             |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |       |            |  |  |  |            |  |  |  |            |  |  |  |            |  |  |  |            | 
|Total liabilities and shareholders equity                   |  |                         | 30,958,659 |          |  |       | 18,857,552 |     |  |          | 49,816,211 |       |  |     | 42,202,228 |          |  |       | 12,738,437 |  |  |  | 54,940,665 |  |  |  | 43,333,186 |  |  |  | 11,913,031 |  |  |  | 55,246,217 | 
|                                                             |  |                         |            |          |  |       |            |     |  |          |            |       |  |     |            |          |  |       |            |  |  |  |            |  |  |  |            |  |  |  |            |  |  |  |            | 

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, 2002, the
Bank and the Group had
2,053.1 million
and
1,842.4 million
of Tier I capital and
2,729.2 million
and
2,600.0 million
of total capital, respectively.

The following table shows the EU capital adequacy
ratios for the Bank and the Group at December 31, 1998,
1999, 2000, 2001 and 2002.

|      |  |                         |       |       |  |        |       |       |  |        |       |       |  |        |       |       |  |        |       |       |  |  |       |  |  |  |      |  |  |  |       |  |  |  |      |  |  |  |       | 
|----- |  | ----------------------- | ----- | ----- |  | ------ | ----- | ----- |  | ------ | ----- | ----- |  | ------ | ----- | ----- |  | ------ | ----- | ----- |  |  | ----- |  |  |  | ---- |  |  |  | ----- |  |  |  | ---- |  |  |  | ----- | 
|      |  |                        
|      |  | Year ended December 31,
|      |  |                        
|      |  |                         |       |       |  |        |       |       |  |       
|      |  | 1998                    |       | 1999  |  | 2000   |       | 2001  |  | 2002  
|      |  |                         |       |       |  |        |       |       |  |       
|      |  | Tier I                  |       | Total |  | Tier I |       | Total |  | Tier I |       | Total |  | Tier I |       | Total |  | Tier I |       | Total
|      |  |                         |       |       |  |        |       |       |  |        |       |       |  |        |       |       |  |        |       |      
|Bank  |  |                         | 10.2% |       |  |        | 11.7% |       |  |        | 13.8% |       |  |        | 15.1% |       |  |        | 11.2% |       |  |  | 12.6% |  |  |  | 9.9% |  |  |  | 11.3% |  |  |  | 9.5% |  |  |  | 12.6% | 
|Group |  |                         | 8.9%  |       |  |        | 10.3% |       |  |        | 13.4% |       |  |        | 14.5% |       |  |        | 11.0% |       |  |  | 12.2% |  |  |  | 9.0% |  |  |  | 10.2% |  |  |  | 7.4% |  |  |  | 10.4% | 

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

European Economic and Monetary
Union.

As discussed in Item 3.D, Risk
Factors  Introduction of the Euro Could Have a
Negative Effect on Our Results of Operations, on
January 1, 2001, the Hellenic Republic officially adopted
the euro. As a result, bank notes and coins denominated in
drachma were withdrawn from circulation by February 28,
2002. In the period from January 1, 2002 to
February 28, 2002, drachma coins and bills remained legal
tender along with the new euro coins and bills.

The introduction of the euro in Greece may
facilitate entry into the Greek banking market by competitors
from other EMU countries and may significantly reduce such
traditional sources of income for the Bank as foreign exchange
earnings. On the other hand, the Banks management feels
that the Bank will be in a strong

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##### Table of Contents



position to take advantage of any macroeconomic
changes that may be brought about by the introduction of the
euro in fending off other competitors.


The Bank has incurred additional expenses and
capital expenditures (estimated at approximately
8 million)
associated with the changeover to euro coins and bills. For
example, the physical withdrawal of drachma coins and bills from
circulation, their transportation to the Bank of Greece and
related insurance costs has imposed costs on the Bank. The Bank
also incurred costs as a result of the need to reprint deposit
slips, bank and other standard forms, and the need to
reconfigure ATMs and other systems. Forms and systems were
modified to list amounts in drachma and euro during 2001 in
accordance with Greek law and relevant European Commission
recommendations. The Bank initiated a staff retraining program
in anticipation of euro coins and bills, which resulted in
additional costs to the Bank. Apart from costs associated with
the Banks adaptation to the new currency, there may also
be other unforeseen problems associated with the introduction of
the euro. We have taken steps to ensure that all of our systems
are euro-compliant, and believe these steps have mitigated some
of the potential increased costs associated with the
introduction of the euro.

Consolidation in the Greek Banking
Industry

Another trend of which we are aware is that of
consolidation in the banking industry in Greece. Since 1998, the
number of Greek universal banks has decreased from 22 to 21,
despite the establishment of eight new financial institutions
during that period. On October 2, 1998, we merged NMB into
the Bank. During the course of 1999, Alpha Credit Bank acquired
Ionian Bank, with which it merged in early 2000. The three banks
which form part of the Piraeus Group, the Bank of
Macedonia  Thrace, Bank of Piraeus and Xios Bank,
completed their merger in June 2000. The Piraeus Group
subsequently acquired a 57.0% interest in ETBA, which was
previously a majority state-owned industrial development bank
listed on the ASE, in March 2002. EFG Eurobank S.A. and Ergobank
S.A. merged, forming EFG Eurobank Ergasias, in July 2000. EFG
Eurobank Ergasias acquired Telesis Bank in September 2001,
subject to relevant regulatory and other approvals. See
Item 4.B, Business Overview  Overview
of the Banking Services Sector in Greece 
Competition. Management believes that this trend
toward consolidation may afford NBG the ability to expand its
business in Greece as opportunities may arise.

Adoption of International Financial Reporting
Standards

Pursuant to Greek 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 a date yet to be specified by a ministerial
decision, but which is expected to be not later than the end of
2005. 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.

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 2003 and to
become effective in the various countries that participate in
the Basle Committee at the end of 2006.

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E.  Off-balance Sheet
Arrangements

Not applicable.

F.  Tabular Disclosure of
Contractual Obligations

Not applicable.

G.  Safe Harbor

Not applicable.




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
(four executive and eleven 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 three Deputy Governors. 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.
Each of the three Deputy Governors reports to the Governor and
is responsible for certain divisions and subsidiaries of the
Bank.

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.

Chairman of the Board and Governor

Theodoros
KaratzasMr. Karatzas became
Governor of the Bank in February 1996. He is 73 years old.
He is 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 has also served as chairman of Aspis Mortgage
Bank S.A. From 1985 to 1987, Mr. Karatzas 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 has published several articles in
the field of commercial and maritime law. He is the president of
the Association of Greek Banks and of the following subsidiaries
of the Group: Atlantic Bank of New York, National Bank of Greece
(Canada) Ltd., National Bank of Greece (Cyprus) Ltd.,
NBG International Ltd., Stopanska Banka a.d. and United
Bulgarian Bank.

The following divisions report directly to the
Governor: Internal Audit, Group Risk Management, Secretariat,
Legal Services, and Strategic Planning and Research. The
Historical Archive and the Public Relations subdivisions also
report directly to the Governor.

Deputy Governors

Theodoros
PantalakisMr. Pantalakis,
age 49, became a Deputy Governor in March 1996. He is also Vice
Chairman of the Board of Directors. In addition,
Mr. Pantalakis is 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.

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EKTENEPOL and is a vice chairman of NBG Cyprus.
Additionally, he serves 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.


The Financial and Management Accounting,
Organization, Human Resources Development, Cash and Custody,
Property Management, Technical Services, Procurement,
Information Technology, Personnel, and Operations divisions
report directly to Mr. Pantalakis.

Andreas
VranasMr. Vranas, age 51,
became a Deputy Governor in September 1996. He is also Vice
Chairman of the Board of Directors of the Bank. He is 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.

The Corporate Financing, Shipping, Commercial
Credit, Non-Performing Loans, and Network Operations divisions,
as well as the Central branch, the Panepistimiou branch and the
six Regional Divisions, report to Mr. Vranas.

Apostolos
TamvakakisMr. Tamvakakis,
age 46, became the Deputy Governor of the Bank in July 1998. He
is 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 is 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.

The Treasury, Mortgage Lending, Consumer Credit,
Marketing, Investments and Capital Markets, Private Banking,
International, Advisory Services, Project Finance and Trade
Credit divisions report to Mr. Tamvakakis.

The business address of each member of the Board
of Directors is 86 Eolou Street, 10232 Athens, Greece.

Non-Executive Members of the Board

H.E. the Metropolitan of Ioannina
Theoklitos, age 72, Bishop of
Ioannina.

Vassilios
Constantakopoulos, age 68, is the
President of Costamare Shipping Company, Honorary President of
Helmepa, Vice-President of the Swedish Club Insurance Group and
a member of the Hellenic Shipowners Union. He is member of the
Advisory Board DVBNEDSHIPBANK as well as member of the Hellenic
Committee of the shipping registries of Lloyds,
Germanischer Lloyds and Buroveritas.

Dimitrios
Daskalopoulos, age 46, is Chairman
and CEO of Delta Holding S.A., Chairman of Delta Dairy S.A. and
Delta Ice Cream S.A., Vice-Chairman of General Frozen Foods S.A.
and a Board member of

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Goodys S.A., a Delta Holding subsidiary. He
is also Chairman of the Federation of Hellenic Food Industries,
member of the National Agricultural Policy Council, as well as a
board member of the Federation of Greek Industries, of the
American-Hellenic Chamber of Commerce and of the Hellenic
Management Association. Furthermore, he is member of the
European Round Table of Industrialists.


Panagiotis
Lambropoulos, age 75, is a former
Managing Director of Retail Lambropoulos Bros. S.A. and a member
of the Charity Foundation D. & L. Lambropoulos.
Mr. Lambropoulos is an independent non-executive member.

Georgios
Lanaras, age 81, is a shipowner,
executive vice-chairman of Protipos Real Estate and Touristic
S.A., Director of Alandis Shipping Company and Ancors Shipping
Holding Company and a member of the Steering Committee of the
Foundation of Economic and Financial Research, as well as
vice-president of the International Chamber of Commerce and
honorary president of the Hellenic Chamber of Shipping.

Miltiadis
Nektarios, age 50, is the Chairman
of IKA, the Social Security Fund in Greece and a board member of
Ethniki Hellenic General Insurance Co. and Europe General
Insurance Co.

Ioannis
Panagopoulos, age 48, is the
employee representative to the Banks Board of Directors.

Dimitrios
Papoulias, age 64, is the Chairman
of the Board of Public Power Corporation in Greece and Professor
of Economics at the University of Athens, as well as Chairman of
the Board of COGEN Company.

Vassilios T.
Rapanos, age 56, is the Chairman
of the Council of Economic Advisors of the Ministry of National
Economy and a Board member of Public Debt Management Agency.

Georgios
Tsouyopoulos, age 72, is a civil
engineer and architect and board member of MOD Company.
Mr. Tsouyopoulos is an independent non-executive member.

Panagiotis
Zarras, age 58, is a Bank manager
and employee representative to the Banks Board of
Directors.

Key Management

Nicolaos
Bertsos, age 52, 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 56, 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 52, 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
Bancorporation 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

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degree from 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 47, is the Chief
Executive Officer and a member of the Board of United Bulgarian
Bank and a member of the board of Interlease S.A. He joined UBB
in 1993 after serving in several managerial positions of the
Bulgarian National Bank. He is the Deputy Chairman of the
Bulgarian Association of Commercial Banks, a board member of the
Bulgarian Central Depository and a member of Mastercard Europe
Southern Regional Board of Directors. 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 11 General Managers:

Anthimos
Thomopoulos, age 42, is the Chief
Financial 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., and Siemens Televiomichaniki S.A.

Dimitris
Goumas, age 58, was the Managing
Director of ETEBA which he joined in 2001. Following the
latters absorption by NBG, he was appointed General
Manager of Investment Banking. He is also a board member of NBG
International, Ethniki Mutual Fund Management S.A., Diethniki
Mutual Fund Management S.A., NBG Greek Fund Ltd., NBG Balkan
Fund Ltd., National Regional Development of Northern Greece S.A.
Venture Capital, ETEBA Estate Fund Ltd., ETEBA Emerging Markets
Fund Ltd., ETEBA Venture Capital Management Company Ltd. and
ETEBA Romania. In addition, he is a board member of Hellenic
Touristic Works S.A. and Germanos SA.

Alexandros
Tourkolias, age 56, is the General
Manager of Shipping Finance. He is a member of the Banks
Credit Committee, and is also a member of the Banks Credit
Committee and a board member of UBB and NBG Bancassurance.

Dimitrios
Pinis, age 57, is the General
Manager of Corporate Finance. He is a member of the Banks
Credit Committee, and he is also the Vice President and Managing
Director of Ethniki Leasing and the vice president of National
Securities. He is a member of the board of Athens Chamber of
Commerce and Industry as a representative of the Bank.

Petros
Christodoulou, age 42, 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.

Ioannis
Filos, age 58, is the General
manager of Domestic Network. He is also a board member of NMOC.

Thomas
Pliakos, age 57, is the General
Manager of Human Resources. He is also a board member of
Training Center of NBG S.A. and Greek Tourist Projects-Real
Estate Development S.A.

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Nikolaos
Mallouchos, age 58, is the General
Manager of Operational Support. He is the Vice Chairman of
Dataplan S.A. and Teiresias Banking Information
Systems S.A. He is also a board member of Ethniki Hellenic
General Insurance S.A. and Ethnodata S.A.

Georgios
Aronis, age 44, is the General
Manager of Retail Banking. He joined the Group in 1999 as a
General Manager of NMOC. He is the Vice President of NMOC and a
member of the board of directors of Stopanska Banka and NBG
Training Center S.A. Before joining the Group, he worked for ABN
Amrobank as Branch Manager, Head of Consumer Banking Business
and General Manager of Consumer Banking. He was also the vice
president for ABN Amros mutual fund companys board
of directors as well as for AA Insurance brokerage.

Agis
Leopoulos, age 35, is the General
Manager of NBGs International Activities. 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 65, is the General
Manager of NBGs Legal Services. He is a board member of
Diethniki Mutual Fund Management, Ethniki Kefalaiou and Heracles
Cement.

B.  Compensation

For the 2002 financial year, the Bank granted
9.5 million
in remuneration and benefits-in-kind to the officers of the Bank
and the Board of Directors. This amount includes
2.3 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, 2002.

|                     |  |                 |  |                    |       | 
|-------------------- |  | --------------- |  | ------------------ | ----- | 
|                     |  |                 |  | Net Salary        
|Name                 |  | Title           |  | Compensation      
|                     |  |                 |  |                   
|                     |  |                 |  | (EUR in thousands)
|Theodoros Karatzas   |  | Governor        |  |                    | 149.5 | 
|Theodoros Pantalakis |  | Deputy Governor |  |                    | 112.2 | 
|Andreas Vranas       |  | Deputy Governor |  |                    | 111.0 | 
|Apostolos Tamvakakis |  | Deputy Governor |  |                    | 112.2 | 

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.

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The following list sets forth the members of the
Banks Financial Incentives Committee, as at
December 31, 2002:

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.

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
|                                             |  |               |                   |            
|Theodoros Karatzas                           |  |               | February 22, 1996 |             |  |  | 2005 | 
|Theodoros Pantalakis                         |  |               | March 18, 1996    |             |  |  | 2005 | 
|Andreas Vranas                               |  |               | September 4, 1996 |             |  |  | 2005 | 
|Apostolos Tamvakakis                         |  |               | July 9, 1998      |             |  |  | 2005 | 
|H.E. The Metropolitan of Ioannina Theoklitos |  |               | June 28, 1994     |             |  |  | 2005 | 
|Vassilios Constantakopoulos                  |  |               | April 24, 2002    |             |  |  | 2005 | 
|Dimitrios Daskalopoulos                      |  |               | April 24, 2002    |             |  |  | 2005 | 
|Panagiotis Lambropoulos                      |  |               | January 5, 1980   |             |  |  | 2005 | 
|Georgios Lanaras                             |  |               | December 23, 1993 |             |  |  | 2005 | 
|Miltiadis Nektarios                          |  |               | June 28, 1999     |             |  |  | 2005 | 
|Ioannis Panagopoulos                         |  |               | June 28, 1994     |             |  |  | 2005 | 
|Dimitrios Papoulias                          |  |               | January 1, 2001   |             |  |  | 2005 | 
|Vassilios Rapanos                            |  |               | November 25, 1997 |             |  |  | 2005 | 
|Georgios Tsouyopoulos                        |  |               | June 19, 1996     |             |  |  | 2005 | 
|Panagiotis Zarras                            |  |               | June 28, 1994     |             |  |  | 2005 | 

The Audit Committee of the Bank was established
in May 1999 and is composed of five full members, as well as
three alternate members. All members have a three-year term of
office. In compliance with Bank of Greece regulations, four of
the members (three full members and one alternate member)
participate as members of the Board of Directors without
executive powers. The remaining four members (two full members
and two alternate members) are Managing Officers whose
responsibilities are not related to the approval or performance
of transactions. The Board of Directors of the Bank is
responsible for appointing and replacing members of the Audit
Committee.

The Audit Committee has five primary
responsibilities. First, it is charged with assessing the
adequacy and effectiveness of the Banks internal audit
system. To this effect, it monitors and obtains information
about the work of the Banks Audit Division. Second, it
monitors the Banks compliance with the laws and
regulations governing the Banks operation. Third, it
reviews and assesses the accuracy and comprehensiveness of the
Banks annual financial statements, independently from the
divisions and departments involved. Fourth, it assists in the
selection of the Banks external auditors and monitors the
results of external audits. Finally, the Audit Committee
monitors the Banks senior management to ensure an
organizational structure is in place to facilitate the effective
operation of the Banks internal audit system.

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The following list sets forth the members of the
Banks Audit Committee, as at December 31, 2002:

Audit Committee Full Members

|                                            |  | 
|------------------------------------------- |  | 
|Name                                        |  | 
|                                            |  | 
|Georgios Lanaras (Chairman)                 |  | 
|Vassilios Konstantakopoulos (Vice Chairman) |  | 
|Panagiotis Lambropoulos                     |  | 
|Pavlos Mylonas (Managing Officer)           |  | 
|Agesilaos Karabelas (Managing Officer)      |  | 

Audit Committee Alternate Members

|                                   |  | 
|---------------------------------- |  | 
|Name                               |  | 
|                                   |  | 
|Georgios Tsouyopoulos              |  | 
|Thomas Pliakos (Managing Officer)  |  | 
|Michalis Oratis (Managing Officer) |  | 

D.  Employees

The Bank employed a total of 14,319 full-time
equivalent staff in Greece as at December 31, 2002,
compared to 14,881 as at December 31, 2001. Additionally,
in connection with our operations outside of Greece (including
the Banks foreign branches), we employed more than 5,000
employees internationally, as at December 31, 2002. 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, 2002:

|                                      |  |                  |        | 
|------------------------------------- |  | ---------------- | ------ | 
|                                      |  | Number of Group 
|                                      |  | Employees (as at
|                                      |  | December 31,    
|Country                               |  | 2002)           
|                                      |  |                 
|Greece                                |  |                  | 17,534 | 
|Bulgaria                              |  |                  | 2,138  | 
|Former Yugoslav Republic of Macedonia |  |                  | 1,317  | 
|United States                         |  |                  | 448    | 
|Cyprus                                |  |                  | 349    | 
|Canada                                |  |                  | 278    | 
|South Africa                          |  |                  | 210    | 
|United Kingdom                        |  |                  | 92     | 
|Serbia-Montenegro                     |  |                  | 65     | 
|Albania                               |  |                  | 58     | 
|Romania                               |  |                  | 58     | 
|Germany                               |  |                  | 45     | 
|France                                |  |                  | 43     | 
|Egypt                                 |  |                  | 33     | 
|Netherlands                           |  |                  | 5      | 
|Australia                             |  |                  | 6      | 
|Sweden                                |  |                  | 3      | 
|Turkey                                |  |                  | 3      | 
|                                      |  |                  |        | 
|Total                                 |  |                  | 22,685 | 

The average number of our full-time equivalent
employees, as a Group, during the financial years ended
December 31, 2000, 2001 and 2002 was 22,290, 24,030 and
23,456 respectively. The increase of our personnel in 2001
reflects the acquisitions of Stopanska and UBB.

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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, 2002:

|                              |  |                  |        | 
|----------------------------- |  | ---------------- | ------ | 
|                              |  | Number of Group 
|                              |  | Employees (as at
|                              |  | December 31,    
|Division                      |  | 2002)           
|                              |  |                 
|Commercial and retail banking |  |                  | 19,778 | 
|Insurance                     |  |                  | 1,505  | 
|Investment banking            |  |                  | 185    | 
|Asset management              |  |                  | 96     | 
|Other Group companies         |  |                  | 1,121  | 
|                              |  |                  |        | 
|Total                         |  |                  | 22,685 | 

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
two-year collective wage agreement allowing pay rises of 3.4% in
1999 and 2.4% in 2000, 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.

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 15,432 in 2000 to 15,194 in 2001 and
14,707 in 2002. 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 June 9, 2003.

|                                             |  |            |        | 
|-------------------------------------------- |  | ---------- | ------ | 
|                                             |  | Number of 
|Name                                         |  | NBG shares
|                                             |  |           
|Theodoros Karatzas                           |  |            | 17,402 | 
|Theodoros Pantalakis                         |  |            | 17,864 | 
|Andreas Vranas                               |  |            | 11,000 | 
|Apostolos Tamvakakis                         |  |            | 5,028  | 
|H.E. The Metropolitan of Ioannina Theoklitos |  |            | 1,830  | 
|Vasilios Constantakopoulos                   |  |            |       | 
|Dimitrios Daskalopoulos                      |  |            | 5,428  | 
|Panagiotis Lambropoulos                      |  |            |       | 
|Georgios Lanaras                             |  |            | 200    | 
|Miltiadis Nektarios                          |  |            | 672    | 
|Ioannis Panagopoulos                         |  |            | 259    | 
|Dimitrios Papoulias                          |  |            | 882    | 
|Vassilios Rapanos                            |  |            | 3,056  | 
|Georgios Tsouyopoulos                        |  |            |       | 
|Panagiotis Zarras                            |  |            | 5      | 

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 12.2% of the Banks shares (as at
June 9, 2003, the date of the one for ten bonus issue). The
following table sets forth certain information regarding the NBG
shareholders.

|                           |  |                    |             |            |  |  |      | 
|-------------------------- |  | ------------------ | ----------- | ---------- |  |  | ---- | 
|                           |  |                   
|                           |  | As at June 9, 2003
|                           |  |                   
|                           |  | Number             |             | Percentage
|                           |  | of shares          |             | holding   
|                           |  |                    |             |           
|Hellenic Republic(1)       |  |                    | 31,058,867  |            |  |  | 12.2 | 
|State-related Entities(2)  |  |                    | 53,454,930  |            |  |  | 20.9 | 
|NBG subsidiaries           |  |                    | 12,443,757  |            |  |  | 4.9  | 
|Hellenic Finance S.C.A.(3) |  |                    | 16,016,749  |            |  |  | 6.3  | 
|Other investors            |  |                    | 142,083,782 |            |  |  | 55.7 | 






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Through DEKA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(2) | Includes only state-related entities most of
    whose boards of directors are appointed by the Hellenic Republic
    but excludes DEKA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(3) | Hellenic Finance S.C.A., the Banks largest
    beneficial shareholder (through The Bank of New York, in its
    capacity as custodian), acquired shares of the Bank (in the form
    of shares and Mandatorily Convertible Bonds) from DEKA in
    connection with the issue on June 30, 1999 of 2% bonds due
    2003 and exchangeable into shares of the Bank. DEKA retains
    voting rights with respect to those shares. Under a put option
    agreement entered into with DEKA, Hellenic Finance S.C.A. has
    the right to require DEKA to repurchase any of the Banks
    shares which have not been acquired by holders of the
    exchangeable bonds and which are still held by Hellenic Finance
    S.C.A. upon maturity or early redemption of the exchangeable
    bonds.

118



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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, 2000, for the three years ended
December 31, 2000, 2001 and 2002, respectively, and as at
June 9, 2003 (the most recent practicable date).

|                        |  |      |            |           |  |         |            |            |  |  |             |  |  |  |       | 
|----------------------- |  | ---- | ---------- | --------- |  | ------- | ---------- | ---------- |  |  | ----------- |  |  |  | ----- | 
|                        |  |      |            | Number    |  | Share   |            |           
|Shareholder             |  | Date |            | Of Shares |  | Capital |            | Percentage
|                        |  |      |            |           |  |         |            |           
|DEKA                    |  |      | 12-31-2000 |           |  |         | 10,292,081 |            |  |  | 234,541,548 |  |  |  | 4.39  | 
|                        |  |      | 12-31-2001 |           |  |         | 10,292,081 |            |  |  | 228,080,452 |  |  |  | 4.51  | 
|                        |  |      | 12-31-2002 |           |  |         | 28,235,334 |            |  |  | 231,870,986 |  |  |  | 12.18 | 
|                        |  |      | 06-09-2003 |           |  |         | 31,058,867 |            |  |  | 255,058,085 |  |  |  | 12.18 | 
|Postal Savings Bank     |  |      | 12-31-2000 |           |  |         | 12,658,079 |            |  |  | 234,541,548 |  |  |  | 5.40  | 
|                        |  |      | 12-31-2001 |           |  |         | 12,658,079 |            |  |  | 228,080,452 |  |  |  | 5.55  | 
|                        |  |      | 12-31-2002 |           |  |         | 340,900    |            |  |  | 231,870,986 |  |  |  | 0.15  | 
|                        |  |      | 06-09-2003 |           |  |         | 443,760    |            |  |  | 255,058,085 |  |  |  | 0.15  | 
|Deposits and Loans Fund |  |      | 12-31-2000 |           |  |         | 7,960,370  |            |  |  | 234,541,548 |  |  |  | 3.39  | 
|                        |  |      | 12-31-2001 |           |  |         | 7,960,370  |            |  |  | 228,080,452 |  |  |  | 3.49  | 
|                        |  |      | 12-31-2002 |           |  |         | 2,960,370  |            |  |  | 231,870,986 |  |  |  | 1.28  | 
|                        |  |      | 06-09-2003 |           |  |         | 3,256,407  |            |  |  | 255,058,085 |  |  |  | 1.28  | 

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 277 record holders of the Banks
shares, 24 record holders of the Banks ADRs in the
United States, as at May 30, 2003, and the portion of
the Banks shares held in the United States as a
percentage of total shares outstanding was 4.5% as at that date.
There were 1,350 total holders (registered and beneficial
owners) of the Banks ADRs in the United States as at
April 21, 2003 (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 13.6% 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 19.5% 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 are exchangeable into shares of the
Bank. After the one-for-ten bonus issue in June 2003, Hellenic
Finance S.C.A. holds 16,016,749 shares of the Bank or 6.3%
of the Banks share capital. Certain of those shares may be
distributed to purchasers of the exchangeable bonds who exchange
such bonds for shares in the Bank. However, Hellenic Finance
S.C.A. will grant proxies to DEKA with respect to the voting
rights over those shares of the Bank that it purchased in
connection with the exchangeable bonds for as long as it owns
those shares (and such shares have not been transferred to
holders of exchangeable bonds pursuant to their right to
exchange such bonds for shares of the Bank), except in certain
proscribed circumstances in which the outcome of a vote to be
considered at a meeting of the Banks shareholders could
adversely affect the rights of the holders of the exchangeable
bonds.

If, upon maturity or early redemption of the
exchangeable bonds, any of those exchangeable bonds have not
been exchanged for the Banks shares and remain
outstanding, Hellenic Finance S.C.A. may require the Hellenic
Republic, through DEKA, to repurchase pursuant to a put option
agreement any of the Banks shares still held by Hellenic
Finance S.C.A. at a price per share equal to the redemption
price of each outstanding bond. Assuming the repurchase of all
16,016,749 shares from Hellenic Finance S.C.A. pursuant to the
put option agreement, the total interest of the Hellenic
Republic and state-related entities in the issued share capital
of the Bank would be approximately 39.4%, assuming no other
acquisitions or dispositions of shares by such parties during
that period and assuming no changes in the share capital of the
Bank. The exchangeable bonds mature on July 15, 2003. See

119



---



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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 unfavourable features. See
Note 31 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 independent
    auditors report 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
    795.0 million,
    representing 23.5% 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:



| |   |                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------
| |  | net profits for the year; 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.

120



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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 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, 2002, the date of the last
audited financial statements included in this Annual Report,
please see Note 40 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 ASE for the five most recent financial
years are shown below, expressed in euro (and drachma for 1998
through 2001).

|     |  |                                      |  |                                     |  |  |  | 
|---- |  | ------------------------------------ |  | ----------------------------------- |  |  |  | 
|Year |  | High (date)                          |  | Low (date)                         
|     |  |                                      |  |                                    
|1998 |  | 31.43 (GRD 10,709) (on December 31)  |  | 8.02 (GRD 2,732) (on January 29)   
|1999 |  | 59.31 (GRD 20,211) (on September 20) |  | 31.48 (GRD 10,726) (on January 13) 
|2000 |  | 53.94 (GRD 18,379) (on February 11)  |  | 36.07 (GRD 12,291) (on November 30)
|2001 |  | 45.42 (GRD 15,477) (on April 19)     |  | 21.34 (GRD 7,272) (on September 21)
|2002 |  | 27.26 (on January 29)                |  | 13.32 (on October 9)               

121



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##### Table of Contents



The quarterly high and low market prices of the
Banks shares on the ASE for the two most recent financial
years are shown below, expressed in euro.

|        |  |                       |  |                         |  |  |  | 
|------- |  | --------------------- |  | ----------------------- |  |  |  | 
|Quarter |  | High (date)           |  | Low (date)             
|        |  |                       |  |                        
|Q1 2001 |  | 41.80 (on January 12) |  | 36.68 (on January 29)  
|Q2 2001 |  | 45.42 (on April 19)   |  | 33.36 (on June 27)     
|Q3 2001 |  | 35.30 (on July 2)     |  | 21.34 (on September 21)
|Q4 2001 |  | 29.30 (on October 31) |  | 23.32 (on October 2)   

|        |  |                       |  |                         |  |  |  | 
|------- |  | --------------------- |  | ----------------------- |  |  |  | 
|Quarter |  | High (date)           |  | Low (date)             
|        |  |                       |  |                        
|Q1 2002 |  | 27.26 (on January 29) |  | 22.58 (on March 28)    
|Q2 2002 |  | 23.78 (on May 20)     |  | 19.12 (on April 16)    
|Q3 2002 |  | 21.98 (on July 1)     |  | 15.26 (on September 30)
|Q4 2002 |  | 16.40 (on November 6) |  | 13.32 (on October 9)   

For the quarter following the most recent
financial year, the high and low market prices of the
Banks shares on the ASE are shown below, expressed in euro.

|        |  |                      |  |                    |  |  |  | 
|------- |  | -------------------- |  | ------------------ |  |  |  | 
|Quarter |  | High (date)          |  | Low (date)        
|        |  |                      |  |                   
|Q1 2003 |  | 13.86 (on January 3) |  | 9.00 (on March 31)

The monthly high and low market prices of the
Banks shares on the ASE for the six most recent months are
shown below, expressed in euro.

|              |  |                       |  |                        |  |  |  | 
|------------- |  | --------------------- |  | ---------------------- |  |  |  | 
|Month         |  | High (date)           |  | Low (date)            
|              |  |                       |  |                       
|December 2002 |  | 14.52 (on December 3) |  | 13.46 (on December 27)
|January 2003  |  | 13.86 (on January 3)  |  | 11.92 (on January 29) 
|February 2003 |  | 12.32 (on February 3) |  | 10.72 (on February 27)
|March 2003    |  | 11.08 (on March 3)    |  | 9.00 (on March 31)    
|April 2003    |  | 12.64 (on April 30)   |  | 8.90 (on April 1)     
|May 2003      |  | 14.32 (on May 7)      |  | 12.50 (on May 20)     

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 four 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)  

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 2001 |  | 5.54 (on October 31)  |  | 3.86 (on October 3)   
|Q1 2002 |  | 4.55 (on January 15)  |  | 3.82 (on March 27)    
|Q2 2002 |  | 4.02 (on May 17)      |  | 2.95 (on April 11)    
|Q3 2002 |  | 3.88 (on July 1)      |  | 2.64 (on September 24)
|Q4 2002 |  | 3.09 (on November 14) |  | 2.32 (on October 16)  
|Q1 2003 |  | 2.70 (on January 6)   |  | 1.83 (on March 17)    

122



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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 2002 |  | 2.86 (on December 16) |  | 2.50 (on December 30)
|January 2003  |  | 2.70 (on January 6)   |  | 2.34 (on January 7)  
|February 2003 |  | 2.50 (on February 3)  |  | 2.17 (on February 28)
|March 2003    |  | 2.50 (on March 20)    |  | 1.83 (on March 17)   
|April 2003    |  | 2.58 (on April 24)    |  | 1.97 (on April 3)    
|May 2003      |  | 3.23 (on May 5)       |  | 2.45 (on May 1)      

No significant trading suspensions with respect
to the Banks shares have occurred on the ASE during the
past three years ended December 31, 2000, 2001 and 2002,
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 ASE, as
well as the stock exchanges of Frankfurt, Copenhagen and
Luxembourg. 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 Stock Exchange (ASE)

General

The ASE was established in 1876, with Greek
Government bonds and the shares of the Bank as the first
securities to be traded on the ASE. Four years later, the ASE
officially opened as an exchange, following the election of its
first board of directors. In 1988, the ASE 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.

The ASE has operated continuously since 1880 and
recently established a number of subsidiaries, including the
Thessaloniki Stock Exchange Center, whose purpose is to
facilitate the listing on the Parallel Market of companies
operating in Northern Greece and trading, through the ASE
trading system, by investors residing in Northern Greece.
Additionally, the ASE 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 ASEs corporate status was transformed into a
company limited by shares (société anonyme).
Although the ASE is a state- controlled institution, a large
tranche of its shares was sold to banks and securities firms in
1999, reducing the Hellenic Republics interest to 49.0% as
at December 31, 1999.

For the year ended December 31, 2002, the
average daily value traded on the ASE was
100 million.
From January 1, 2003 to March 31, 2003, the average
daily value traded on the ASE was
68 million.
At March 31, 2003, 355 companies had shares listed on the
Main, New and Parallel Markets of the ASE. In relation to the
market capitalization of the ASE, at March 31, 2003:



| |   |                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 235 companies had 262 shares listed on the Main
    Market of the ASE, 115 companies had 117 shares listed on the
    Parallel Market and five companies had five shares listed on the
    NEHA;
|
| |  | the total market capitalization was
    55.1 billion;                                                                                                                                          
|
| |  | the top 25 companies accounted for 67.6% of the
    total market capitalization; and                                                                                                            

123



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| |   |                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------
| |  | the Groups market capitalization was
    2.1 billion
    or 3.8% of the total market capitalization on the ASE.

The ASE and the Athens Derivatives Exchange are
the only exchanges in Greece. The Greek capital markets, and the
ASE in particular, are regulated under a series of laws and
regulations issued by the Ministry of National Economy, the
Capital Markets Commission and the board of directors of the ASE.

Supervision and Governance

The ASE is supervised by the Ministry of National
Economy. A Commissioner is in charge of supervising the ASE. The
Commissioner also sits on the Capital Markets Commission, which
oversees compliance by listed companies with existing rules and
regulations. The Capital Markets Commission is an independent,
public regulatory body which is, along with others, responsible
for ensuring that investors have access to information on
ASE-listed companies, that the securities markets function
properly, that investors have adequate protection and that
securities laws are enforced.

The ASE is governed by a board of directors,
which consists of nine members appointed for three-year terms.
The board of directors has the responsibility for:



| |   |                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | management of the ASE and its finances;                                                                                                                                        
|
| |  | public representation of the ASE;                                                                                                                                              
|
| |  | the ASEs daily operation;                                                                                                                                                     
|
| |  | approval or rejection of listing applications
    filed by companies; and                                                                                                      
|
| |  | approval of offering memoranda published as part
    of the application to list and trade securities on the ASE, both
    from companies to be listed and those already listed.

Membership of the ASE

Membership is required for brokerage firms in
order to effect transactions on the ASE. At March 31, 2003,
there were 88 members of the ASE, the vast majority of which are
brokerage firms limited by shares (société
anonyme). Membership is subject to approval by the
ASEs board of directors and licensing by the Capital
Markets Commission. In addition, brokerage firms must appoint at
least one official representative who is authorized to conduct
ASE transactions. Such representative must fulfill certain
qualifications required by law and pass an examination given by
the Capital Markets Commission.

ASE members may engage in transactions on the
trading floor on behalf of their clients or for their own
accounts. Brokerage firms with a share capital in excess of
 2.9 million
are also permitted to underwrite the placement of securities on
the ASE. Pursuant to the EUs Investment Services
Directive, which was implemented in Greece in April 1996
pursuant to Greek Law 2396/96, investment services may only be
provided in Greece by Investment Services Companies
with a minimum share capital of
 0.59
million (if engaging in underwriting) that have received an
appropriate operating license from the Capital Markets
Commission. The investment services within the purview of the
Directive include the receipt and transfer of orders from
investors to effect stock exchange transactions, the execution
of such orders (i.e., engagement in transactions on the trading
floor on behalf of client-investors) and the underwriting, in
total or in part, of an issue of securities. The effecting of
transactions on the ASE is also subject to the granting of
membership to an Investment Services Company by the ASE.

Introducing Brokers, also known as
AELDE, are companies that are only allowed to receive and
transfer their clients orders to Investment Services
Companies, and are prohibited from engaging in transactions on
the trading floor on behalf of their clients or from acting as a
custodian for their clients securities. The receipt and
transfer of orders by AELDE are governed by Greek Law 2396/96 as
well as Capital Markets Commission decision
No. 8072/123/20.1.98.

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Stock Market Indices

The ASE Composite Index is the most commonly
followed index in Greece. It is a market capitalization-based
index that tracks the share price movement of 56 leading Greek
companies. The Bank constitutes approximately 7% of the index,
as at June 23, 2003.

The table below sets out the movement of the ASE
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
|                            |  |      |         |     |  |      
|1992                        |  |      | 1,009.5 |     |  |       | 558.9   |  |  |  | 672.3   | 
|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 (through May 30, 2003) |  |      | 1,800.9 |     |  |       | 1,462.2 |  |  |  | 1,807.5 | 




Source: ASE 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 listed on the ASE, including the Bank. The
Bank constitutes approximately 11.6% of the FTSE/ASE-20 Index,
as of March 31, 2003. On December 9, 1999, another
composite index was introduced, the FTSE/ASE Mid40, which is
made up of 40 medium capitalization companies. On June 1,
2001 the FTSE/ASE 80 composite index was introduced, which
is made up of 80 small capitalization companies.

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 20 companies listed on the ASE, including
the National Bank of Greece. The weighting of NBG to the MSCI
Greece Index following annual rebalancing of the index as at
May 31, 2003, is currently 14.6%.

Trading on the ASE

Trading on the ASE 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 ASE consists of three 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) and
the New Market named NEHA (for small, innovative companies with
potential for rapid growth). The Main Markets, the
Parallel Markets and NEHAs schedules each consist of
a pre-opening session and a continuous automated matching
session.

A 30-minute pre-opening session, operating
through a call auction method, precedes the trading session from
10:30 to 11:00 a.m. The call auctions provide for the entry
of orders to be collected and then executed in a batch. Auction
matching takes place at one price. The objective of the
pre-opening auction is to maximize the volume of shares traded
at the auction price by calculating the price at which the
greatest number of securities can be matched.

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There are three possible price types allowed on
orders during this period:



| |   |                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | limit prices;                                                                                                                                                                            
|
| |  | market prices; and                                                                                                                                                                       
|
| |  | at The Open (also known as ATO)
    prices  these orders are eligible for trading in the
    pre-opening auction only. ATO orders are treated in the same
    manner as market orders.

If two or more prices will result in the same
number of shares being traded, the security-opening price will
be the closest to the start-of-day price of that
security. If only market and ATO orders exist, price discovery
is achieved by using the start-of-day price.

During the auction process, orders are matched
according to the following price precedence rules:



| |   |                                                                                                  
| | - | -------------------------------------------------------------------------------------------------
| |  | market and ATO priced orders match first;                                                        
|
| |  | limit orders at a price better than the
    calculated auction price match next;                 
|
| |  | limit orders equal to the calculated auction
    price match last; and                           
|
| |  | orders at the same price level are matched in
    accordance with the ranking rule of the market.

After the pre-opening auction session, orders are
executed in continuous trading following the price and time
priority rule: orders are ranked by price, and orders at the
same price are ranked based on time of entry into the system.
Incoming orders always match with pre-existing contra-side
orders already included in the ranked list. Buy and sell orders
can match in any number of multiples of the lot size defined for
that security. Depending on the orders price type (limit
or market), the order matches against eligible contra-side
orders in the book, progressing from the best contra price to
the worst available contra price until the orders quantity
is exhausted. Shares may be traded in lots of one, five, ten or
25 shares according to the trading lot size of each security.

All orders consist of three basic attributes:



| |   |                                                                                
| | - | -------------------------------------------------------------------------------
| |  | the price type (limit, market or ATO);                                         
|
| |  | the order condition (stop, fill or kill,
    immediate or cancel); and         
|
| |  | the order duration (day, good until cancelled,
    good until a specific date).

The ASE recently 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 ASE 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.

The closing price of the securities participating
in the Main, Parallel or NEHA markets is determined using the
average price of the last 10% of total transactions that have
taken place during a trading session, weighted by the number of
units that have been traded. Calculation of the closing price
takes place starting from the last transaction backwards, until
the number corresponding to 10% of total transactions of the
specific trading session is reached.

Trades of equity securities with a value
exceeding
600,000 may
be conducted outside the scope of the electronic trading system
and only entered via the system for the purposes of reporting,
including the trade in statistics, and affirmation. These are
known as block trades. Block trades may take place at prices
that follow certain rules based on the price deviation
percentage from the current traded price:



| |   |                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------
| |  | at the current price of the security, when the
    value of the block trade ranges from
    600,000 to
    1,173,861.14;

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| |   |                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------
| |  | at +/-5% from the current price of the security,
    when the value of the block trade ranges from
    1,173,861.15 to
    2,347,762.29; and
|
| |  | at +/-10% from the current price of the security,
    when the value of the block trade ranges from
    2,347,762.30 and
    above.          

All block trades require the approval of the
ASEs Trading Committee.

From 4:00 pm till 4:10 pm block trades
can be executed at the closing price of the securities, while
until 4:15 pm any transaction can take place at the closing
price of the securities.

The above price limitations do not apply in the
following five instances: (i) when the shares traded
represent a percentage more than 30% of the total number of
shares of a particular category (i.e., preferred or common);
(ii) for simultaneous transfers of shares of more than one
category between the same parties, provided the percentage of
the total shares offered or asked equals or exceeds 30% of the
share capital of the issuer, irrespective of the percentage per
category of shares transferred; (iii) for block trades
exceeding
146,735,143 of
majority Greek government-owned listed companies shares or
block trades of shares of listed companies with total assets
exceeding
1,467,351,431;
(iv) for block trades resulting in the sale of 10% of the
total paid up share capital of a listed company having a total
market capitalization of at least
14,673,514; and
(v) for transfers of share blocks in the context of an
initial public offering and/or a private placement as long as
they are regulated by an ad hoc ASE board of
directors decision.

Prices of all securities listed on the ASE are
published in the official daily price bulletin. All prices of
completed transactions and block trades are also published on
electronic screens in the ASE. The price of any trade outside
the electronic trading system, however, is not shown as the last
transaction price. All transactions require cash settlement
within three business days of the trade date. Trades are noted
in the official register of the ASE, and all information on bids
and offers is made available to Telerate and Reuters on a
continuous basis. Bond trading is conducted by bilateral
agreement between brokers on the trading floor of the ASE.
Details of these transactions must be given to the supervisor of
the ASE trading floor. The traded bonds are cleared and settled
between the trading brokers. Up to December 5, 1999, the
closing price of a share was the last price of the trading
session; between December 6, 1999 and May 14, 2000,
the closing price of a share was the weighted average of its
transactions during the last 30 minutes of the trading
session; and from May 15, 2000, the closing price of a
share is the weighted average of its transactions during the
last ten minutes of the trading session.

Settlement, Clearance and the Central
Securities Depository

Settlement of both registered and bearer shares
listed on the ASE is effected through the Central Securities
Depository S.A. The Central Securities Depository
(CSD) was founded in February 1991, in the corporate
form of a société anonyme, under Greek Law
1892/1990. The CSD is responsible for settling and clearing ASE
transactions, and holding the shares deposited with it. The CSD
is administered by a nine-member board of directors. Its
shareholders are the ASE, members of the ASE, banks whose shares
are listed on the ASE, mutual fund companies and portfolio
investment companies. The CSD issues Depositary
Documents against shares that have been deposited with it,
which are full evidence of title to such deposited shares.
Registered Depositary Documents are issued against registered
shares and bearer Depositary Documents against bearer shares.

Settlement on the CSD is normally conducted on a
three working day rolling basis.

By virtue of Greek Law 2396/96, as amended by
Greek Laws 2533/97 and 2651/98, dematerialization of listed
shares was introduced. Dematerialization of the Greek market
commenced in March 1999 and the market is now fully
dematerialized. In a dematerialized trading and safe-keeping
environment, shares (but not bonds) are kept in book-entry form
by the CSD at the legal owner level, while brokers and
custodians (operators) authorized by the
shareholders can have electronic access to the share balances of
their clients. The Dematerialized Securities System
(DSS) is run centrally by the CSD, and remote
terminals have been installed in all ASE members and custodian
banks.

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In the dematerialized environment, the seller
authorizes his broker to debit his dematerialized securities
account with the number of shares sold. Accordingly, the buyer
receives the number of shares bought in his own dematerialized
securities account operated by his broker.

Pursuant to the provisions of Greek Law 2733/99,
in the case of dematerialized registered shares, the person who
is registered in the records of the CSD is deemed to be the
shareholder, insofar as the issuer is concerned.

Once a transaction involving crossing of shares
on the ASE is concluded, the ASE notifies the CSD electronically
of the number of shares to be transferred from the seller to the
purchaser. The seller endorses the Depositary Document that
represents the shares sold before the ASE member that acted as
broker for the seller, and the ASE member delivers the endorsed
Depositary Document to the CSD. The CSD receives the name of the
purchaser from the ASE member acting as the purchasers
broker, cancels physically and in its records the endorsed
Depositary Document, issues a new one in the name of the
purchaser and delivers it to the broker of the purchaser.

According to Greek Law 2731/1999, shares acquired
by Privatization Certificate holders exercising exchange rights
are transferred outside the facility of the ASE.

The CSD is not a banking institution; therefore,
it appoints a commercial bank to carry out the cash settlement
of ASE transactions. All ASE members are required to maintain
cash accounts with the clearing bank and deposit to these
accounts within three working days their net transactional
position (value of purchases minus value of sales) of a trade
date, in order to be eligible to participate in the stock
clearing process on that specific trade date.

Accordingly, ASE members are required to deliver
the Depositary Certificates sold on the trade date to the CSD
within three working days from that trade date.

Settlement and clearance are carried out on a
delivery versus payment basis, requiring the
purchasers to have deposited cash to receive Depositary
Documents and sellers to deliver Depositary Documents in order
to receive cash.

The CSD regularly notifies the issuing company of
transfers of registered shares. The new legal owners of shares
are inscribed in the issuers register of shareholders
according to the particulars submitted by the CSD to the issuer
quoting the trade date as the inscription date. The shareholder
acquires ownership of registered shares as of the registration
of the shares in his name in the issuers register. The
identity of a holder of registered dematerialized shares (or of
any type of deposit in a credit institution) and the amount of
its holdings are, in principle, subject to legal provisions of
secrecy. However, pursuant to Article 24 of Greek Law
2915/2001 (which took effect on May 29, 2001),
confidentiality must be lifted to the extent required in order
to satisfy the legal claim of a creditor who holds a right of
attachment against the holders property.

Shareholders holding either registered Depositary
Documents or bearer Depositary Documents are entitled to
exercise their rights and privileges by reference to the
Depositary Document.

Code of Conduct of Listed Companies

The Hellenic Capital Market Commission (HCMC)
recently introduced a framework of regulations (Decision
No. 5/204/14.11.2000) concerning conduct of listed
companies on the ASE 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 ASE 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 ASE 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

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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, 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 no restrictions imposed on foreign
investment in ASE-listed securities in relation to repatriation
of capital invested in, or capital gains and dividends realized
on, such securities.

Greek Law 2533/1997: Formation of Additional
Exchanges

Greek Law 2533/1997 established two organized
markets within the ASE:



| |   |                                                  
| | - | -------------------------------------------------
| |  | 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 ASE, as well as the
placement requirements (increasing the minimum requisite
allocation to the public to 25% of total company shares) 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 ASE 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 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 ASE
who satisfies capital and functional adequacy criteria specified
in the Capital Market Commission decision, and following ASE
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 ASE member, while each ASE 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
ASE with a maximum spread defined by the 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 ASE
approval.

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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 ASE 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 ASE.

The Athens Derivatives Exchange
(ADEX)

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 ASE, was organized as a corporate entity with a share
capital of
8.8 million.
In 2002, 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 Stock Exchange Index of 56 ASE 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 ASE, in cooperation with the ADEX, 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 ASE, 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 ASE. 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 Capital
Markets Commission (or CMC) 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 ASE board of directors recommended to the CMC board of
directors the method of realization of short selling. The CMC
issued its Decision regarding the realization of short selling
on May 17, 2001. Finally, the board of directors of the
ADEX and ADECH will decide on the necessary amendments in the
characteristics of products of borrowing that are related to the
clearing, as well as the shares that will initially constitute
underlying securities for these products.

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Margin Accounts

The purchase of shares on credit (margin
accounts) will be made available by members of the ASE to their
clients/ investors, using their investments as collateral,
pursuant to a written agreement between the ASE member and its
client. The provision of credit is possible following the
completion of the relevant regulatory framework, i.e., decisions
of the 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 Greece after a
decision by the Board of Directors of the CMC. It should be
noticed that the ASE 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 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 150,000.
According to this Act, the same limit applies to credit
institutions offering credit to individuals to finance stock
purchases, replacing the previous
44,020 cap.

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

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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).

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.

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;                                                                                                                                                                                    

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| |     |                                                                                                                                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (k) | Manage portfolios and provide related consulting
    services;                                                                                                                   
|
| | (l) | Provide credit information reports;                                                                                                                                              
|
| | (m) | Lease safe deposit boxes;                                                                                                                                                        
|
| | (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.

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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.

(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, as
amended by Greek Law 2296/1995, Greek Law 2323/1995, Greek Law
2741/1999 and Greek Law 2837/2000.

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

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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 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
and the ASE 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.

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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.

D.  Exchange Controls

All forms of capital movement in Greece have been
deregulated. Foreign investors may purchase securities listed on
the ASE 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 certain 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 in each case (as
defined below) that first purchases shares or ADRs. 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.

U.S. 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 U.S. Holders of ADRs and shares.

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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 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 after December 31,
2002, 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 120-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

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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. 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
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 ASE 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.

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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 foreign or other
exempt status; (iii) is notified by the IRS that he or she
has failed properly to report payments of interest and
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 2002
(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 ASE, 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

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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.


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.

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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.

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 12.2% 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 20.9% of
the issued shares.

Assuming the repurchase of all 16,016,749 shares
from Hellenic Finance S.C.A. pursuant to the put option
agreement, which is expected to be exercised on July 15,
2003, the total interest of the Hellenic Republic and
state-related entities in the issued share capital of the Bank
would be approximately 39.4%, assuming no other acquisitions or
dispositions of shares by such party to that date.

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.

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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, 2002, approximately 12.4% of
the Banks outstanding gross loans were to the Hellenic
Republic and state-related entities, and approximately 3.8% 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.




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.

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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 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 609 branches and
sub-branches, and its domestic customer deposit base accounts
for 33.2% of the Greek deposit and repo market (as at
December 31, 2002). 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

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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 36 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.

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, 2002. In light of the declining trend of key
interest rates (e.g. USD), the rate change interval applied for
measuring interest rate sensitivity in year 2002 has been
adjusted from ± 150 bps
and ± 100 bps to
± 100 bps and
± 50 bps so that the
applicable interest rate is not negative after the adjustment.
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 1% and a 1.5% for 2001 and a 0.5% and a 1% for
    2002 (i.e., 50, 100 and 150 basis points) increase and both a 1%
    and a 1.5% for 2001 and a 0.5% and a 1% for 2002 (i.e., 50, 100
    and 150 basis points) decrease in interest rates across the
    maturity ladder (i.e. parallel shift of the yield
    curve). For 2001 and 2002, in the negative shifts (i.e.
    -100, -150 basis points and -100, -50 basis points
    respectively), the JPY rates were not changed because JPY rates
    were 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 1% and a 1.5% for 2001 and a 0.5% and a
    1% for 2002 (i.e., 50, 100 and 150 basis points) increase and
    both a 1% and a 1.5% for 2001 and a 0.5% and a 1% for 2002 (50,
    100 and 150 basis points) decrease in interest rates across the
    maturity ladder, (i.e., parallel shift of the yield
    curve.). For 2001 and 2002, in the negative shifts (i.e.,
    -100, -150 basis points and -100, -50 basis points
    respectively), the JPY rates were not changed because JPY rates
    are 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.                                                                                                                                                                                                                                

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| |   |                                                                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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.                                                                                                                             

|                                                                               |  |                    |            |                     |  |                     |            |         |  |        |          |        |  |  |          |   |  |  |          |   |  |  |          |  
|------------------------------------------------------------------------------ |  | ------------------ | ---------- | ------------------- |  | ------------------- | ---------- | ------- |  | ------ | -------- | ------ |  |  | -------- | - |  |  | -------- | - |  |  | -------- | -
|                                                                               |  |                    |            |                     |  |                    
|                                                                               |  | December 31, 2002  |            | Market Value Change |  | Market Value Change
|                                                                               |  |                    |            |                     |  |                    
|                                                                               |  | Carrying           |            |                     |  |                     |            |        
|                                                                               |  | Amount             |            | Fair value          |  | +100bps             |            | -100bps |  | +50bps |          | -50bps
|                                                                               |  |                    |            |                     |  |                     |            |         |  |        |          |       
|                                                                               |  |                   
|                                                                               |  | (EUR in thousands)
|Assets                                                                         |  |                    |            |                     |  |                     |            |         |  |        |          |        |  |  |          |   |  |  |          |   |  |  |          |  
|Obligatory 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 | )
|                                            |  |                    |           |                     |  |                     |          |         |  |        |         |        |  |  |          |   |  |  |         |   |  |  |          |  

145



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|                                                                               |  |                    |            |                     |  |                     |            |         |  |         |          |         |  |  |          |   |  |  |          |   |  |  |          |  
|------------------------------------------------------------------------------ |  | ------------------ | ---------- | ------------------- |  | ------------------- | ---------- | ------- |  | ------- | -------- | ------- |  |  | -------- | - |  |  | -------- | - |  |  | -------- | -
|                                                                               |  |                    |            |                     |  |                    
|                                                                               |  | December 31, 2001  |            | Market Value Change |  | Market Value Change
|                                                                               |  |                    |            |                     |  |                    
|                                                                               |  | Carrying           |            |                     |  |                     |            |        
|                                                                               |  | Amount             |            | Fair value          |  | +100bps             |            | -100bps |  | +150bps |          | -150bps
|                                                                               |  |                    |            |                     |  |                     |            |         |  |         |          |        
|                                                                               |  |                   
|                                                                               |  | (EUR in thousands)
|Assets                                                                         |  |                    |            |                     |  |                     |            |         |  |         |          |         |  |  |          |   |  |  |          |   |  |  |          |  
|Obligatory deposits with central bank                                          |  |                    | 851,819    |                     |  |                     | 851,819    |         |  |         | (285     | )       |  |  | 285      |   |  |  | (428     | ) |  |  | 428      |  
|Federal funds sold and securities purchased under
    agreements to resell     |  |                    | 2,121,388  |                     |  |                     | 2,121,388  |         |  |         | (1,538   | )       |  |  | 1,538    |   |  |  | (2,304   | ) |  |  | 2,304    |  
|Interest bearing deposits with banks                                           |  |                    | 7,550,807  |                     |  |                     | 7,550,807  |         |  |         | (10,858  | )       |  |  | 10,858   |   |  |  | (16,288  | ) |  |  | 16,285   |  
|Money market investments                                                       |  |                    | 179,984    |                     |  |                     | 179,984    |         |  |         | (610     | )       |  |  | 610      |   |  |  | (916     | ) |  |  | 916      |  
|Debt and equity trading assets                                                 |  |                    | 15,372,091 |                     |  |                     | 15,372,091 |         |  |         | (429,365 | )       |  |  | 461,852  |   |  |  | (632,361 | ) |  |  | 706,671  |  
|Derivative assets                                                              |  |                    | 166,912    |                     |  |                     | 166,912    |         |  |         | 262,216  |         |  |  | (282,967 | ) |  |  | 385,869  |   |  |  | (433,150 | )
|Available-for-sale securities at fair value                                    |  |                    | 3,494,516  |                     |  |                     | 3,494,516  |         |  |         | (99,304  | )       |  |  | 94,653   |   |  |  | (150,762 | ) |  |  | 140,299  |  
|Loans                                                                          |  |                    | 19,331,638 |                     |  |                     | 19,420,508 |         |  |         | (111,712 | )       |  |  | 109,426  |   |  |  | (168,452 | ) |  |  | 163,310  |  
|                                                                               |  |                    |            |                     |  |                     |            |         |  |         |          |         |  |  |          |   |  |  |          |   |  |  |          |  
|Total interest rate sensitive assets                                           |  |                    | 49,069,155 |                     |  |                     | 49,158,025 |         |  |         | (391,456 | )       |  |  | 396,255  |   |  |  | (585,642 | ) |  |  | 597,063  |  
|                                                                               |  |                    |            |                     |  |                     |            |         |  |         |          |         |  |  |          |   |  |  |          |   |  |  |          |  
|Liabilities                                                                    |  |                    |            |                     |  |                     |            |         |  |         |          |         |  |  |          |   |  |  |          |   |  |  |          |  
|Deposits                                                                       |  |                    | 41,318,265 |                     |  |                     | 41,325,167 |         |  |         | 48,989   |         |  |  | (48,452  | ) |  |  | 73,690   |   |  |  | (72,484  | )
|Central bank borrowings                                                        |  |                    | 70,526     |                     |  |                     | 70,526     |         |  |         | 211      |         |  |  | (208     | ) |  |  | 320      |   |  |  | (308     | )
|Federal funds purchased and securities sold under
    agreements to repurchase |  |                    | 6,387,482  |                     |  |                     | 6,387,482  |         |  |         | 11,469   |         |  |  | (11,137  | ) |  |  | 17,332   |   |  |  | (16,587  | )
|Other borrowed funds                                                           |  |                    | 114,292    |                     |  |                     | 114,292    |         |  |         | 983      |         |  |  | (971     | ) |  |  | 1,476    |   |  |  | (1,456   | )
|Derivative liabilities                                                         |  |                    | 274,065    |                     |  |                     | 274,065    |         |  |         | 106,641  |         |  |  | (91,900  | ) |  |  | 157,083  |   |  |  | (140,332 | )
|Long term debt                                                                 |  |                    | 265,327    |                     |  |                     | 265,327    |         |  |         | 3,419    |         |  |  | (3,252   | ) |  |  | 5,197    |   |  |  | (4,819   | )
|                                                                               |  |                    |            |                     |  |                     |            |         |  |         |          |         |  |  |          |   |  |  |          |   |  |  |          |  
|Total interest rate sensitive liabilities                                      |  |                    | 48,429,957 |                     |  |                     | 48,436,859 |         |  |         | 171,712  |         |  |  | (155,920 | ) |  |  | 255,098  |   |  |  | (235,986 | )
|                                                                               |  |                    |            |                     |  |                     |            |         |  |         |          |         |  |  |          |   |  |  |          |   |  |  |          |  
|Total interest rate balance sheet sensitivity                                  |  |                    |            |                     |  |                     |            |         |  |         | (219,744 | )       |  |  | 240,335  |   |  |  | (330,544 | ) |  |  | 361,077  |  
|                                                                               |  |                    |            |                     |  |                     |            |         |  |         |          |         |  |  |          |   |  |  |          |   |  |  |          |  

|                                            |  |                    |           |                     |  |                     |         |         |  |         |         |         |  |  |          |   |  |  |         |   |  |  |          |  
|------------------------------------------- |  | ------------------ | --------- | ------------------- |  | ------------------- | ------- | ------- |  | ------- | ------- | ------- |  |  | -------- | - |  |  | ------- | - |  |  | -------- | -
|                                            |  |                    |           |                     |  |                    
|                                            |  | December 31, 2001  |           | Market Value Change |  | Market Value Change
|                                            |  |                    |           |                     |  |                    
|                                            |  | Notional           |           |                     |  |                     |         |        
|                                            |  | Value              |           | Fair value          |  | +100bps             |         | -100bps |  | +150bps |         | -150bps
|                                            |  |                    |           |                     |  |                     |         |         |  |         |         |        
|                                            |  |                   
|                                            |  | (EUR in thousands)
|Derivatives                                 |  |                    |           |                     |  |                     |         |         |  |         |         |         |  |  |          |   |  |  |         |   |  |  |          |  
|Interest rate swaps                         |  |                    | 2,749,734 |                     |  |                     | (65,717 | )       |  |         | 90,738  |         |  |  | (97,150  | ) |  |  | 133,825 |   |  |  | (148,346 | )
|Cross currency interest rate swaps          |  |                    | 793,849   |                     |  |                     | (78,060 | )       |  |         | 20,555  |         |  |  | 590      |   |  |  | 30,113  |   |  |  | 895      |  
|Foreign exchange swaps                      |  |                    | 7,893,541 |                     |  |                     | (3,296  | )       |  |         | 35      |         |  |  | 299      |   |  |  | 53      |   |  |  | 446      |  
|Financial futures                           |  |                    | 4,328,652 |                     |  |                     | 58,541  |         |  |         | 257,535 |         |  |  | (278,665 | ) |  |  | 378,973 |   |  |  | (426,562 | )
|Outright foreign exchange forwards          |  |                    | 709,021   |                     |  |                     | 3,762   |         |  |         | (6      | )       |  |  | 59       |   |  |  | (12     | ) |  |  | 85       |  
|                                            |  |                    |           |                     |  |                     |         |         |  |         |         |         |  |  |          |   |  |  |         |   |  |  |          |  
|Total interest rate derivatives sensitivity |  |                    |           |                     |  |                     |         |         |  |         | 368,857 |         |  |  | (374,867 | ) |  |  | 542,952 |   |  |  | (573,482 | )
|                                            |  |                    |           |                     |  |                     |         |         |  |         |         |         |  |  |          |   |  |  |         |   |  |  |          |  

The market value change of our debt and equity
trading assets in a 100 bps parallel shift of the yield curve
has gone up from
429.4 million
(upward shift) and
461.9 million
(downward shift) in 2001 to
541.0 million
(upward shift) and
572.9 million
(downward shift) in 2002 reflecting increased volumes of trading
assets as well as higher levels of interest rate risk. As
regards the latter, it is indicative that the market value
change as a percentage of the fair value has increased from
2.79% to 3.54% (upward 100 bps shift) and from 3.00% to 3.75%
(downward 100 bps shift), in 2001 and 2002 respectively. Both
indicate a higher interest rate risk which is attributable to a
relatively higher component of fixed rate Greek government bonds
as a result of the gradual restructuring of the Greek public
debt, from floating rate to fixed rate, by the Greek state, as
well as a higher component of corporate debt securities.

The market value change of our available-for-sale
securities in a 100 bps parallel shift of the yield curve has
decreased from
99.3 million
(upward shift) and
94.7 million
(downward shift) in 2001 to
34.8 million
(upward shift) and
25.6 million
(downward shift) in 2002, respectively. This was due to an
increase in the volume of our available-for-sale securities,
mainly Greek government bonds.

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##### Table of Contents



The market value change of our loan portfolio in
a 100 bps parallel shift of the yield curve has increased from
111.7 million
(upward shift) and
109.4 million
(downward shift) in 2001 to
133.1 million
(upward shift) and
129.8 million
(downward shift) in 2002, 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
decreased from
49.0 million
(upward shift) and
48.5 million
(downward shift) in 2001 to
47.8 million
(upward shift) and
47.2 million
(downward shift) in 2002, reflecting mainly the increase in the
volume of our deposits.

The market value change of our derivative asset
portfolio in a 100 bps parallel shift of the yield curve has
decreased from
262.2 million
(upward shift) and
283.0 million
(downward shift) in 2001 to
12.3 million
(upward shift) and
12.7 million
(downward shift) in 2002. This is primarily attributable to an
increase in both the volume and term structure of our interest
rate swaps and financial futures.

The market value change of our derivative
liability portfolio in a 100 bps parallel shift of the
yield curve has increased from
106.6 million
(upward shift) and
91.9 million
(downward shift) in 2001 to
468.3 million
(upward shift) and
484.3 million
(downward shift) in 2002. This is primarily attributable to an
increase in both the volume and term structure of our interest
rate swaps and 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, 2001
    and 2002 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, 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    | )
|Obligatory 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 | )
|                                                                           |  |                    |            |                     |  |      |            |      |  |  |           |   |  |  |            |  

147



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##### Table of Contents



|                                                                               |  |                    |            |                     |  |      |            |      |  |  |            |   |  |  |           | 
|------------------------------------------------------------------------------ |  | ------------------ | ---------- | ------------------- |  | ---- | ---------- | ---- |  |  | ---------- | - |  |  | --------- | 
|                                                                               |  |                    |            |                    
|                                                                               |  | December 31, 2002  |            | Market Value Change
|                                                                               |  |                    |            |                    
|                                                                               |  | Carrying           |            |                     |  |     
|                                                                               |  | amount             |            | Fair value          |  | +10% |            | -10%
|                                                                               |  |                    |            |                     |  |      |            |     
|                                                                               |  |                   
|                                                                               |  | (EUR in thousands)
|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 | 
|                                               |  |                    |           |                     |  |      |          |      |  |  |         |   |  |  |        | 

|                                                                           |  |                    |            |                     |  |      |            |      |  |  |           |  |  |  |            |  
|-------------------------------------------------------------------------- |  | ------------------ | ---------- | ------------------- |  | ---- | ---------- | ---- |  |  | --------- |  |  |  | ---------- | -
|                                                                           |  |                    |            |                    
|                                                                           |  | December 31, 2001  |            | Market Value Change
|                                                                           |  |                    |            |                    
|                                                                           |  | Carrying           |            |                     |  |     
|                                                                           |  | amount             |            | Fair value          |  | +10% |            | -10%
|                                                                           |  |                    |            |                     |  |      |            |     
|                                                                           |  |                   
|                                                                           |  | (EUR in thousands)
|Assets                                                                     |  |                    |            |                     |  |      |            |      |  |  |           |  |  |  |            |  
|Cash and due from banks                                                    |  |                    | 1,296,306  |                     |  |      | 1,296,306  |      |  |  | 59,821    |  |  |  | (48,944    | )
|Obligatory deposits with central bank                                      |  |                    | 851,819    |                     |  |      | 851,819    |      |  |  | 8,309     |  |  |  | (6,798     | )
|Federal funds sold and securities purchased under
    agreements to resell |  |                    | 2,121,388  |                     |  |      | 2,121,388  |      |  |  | 490       |  |  |  | (401       | )
|Interest bearing deposits with banks                                       |  |                    | 7,550,807  |                     |  |      | 7,550,807  |      |  |  | 226,858   |  |  |  | (185,611   | )
|Money market investments                                                   |  |                    | 179,984    |                     |  |      | 179,984    |      |  |  | 7,655     |  |  |  | (6,263     | )
|Debt and equity trading assets                                             |  |                    | 15,372,091 |                     |  |      | 15,372,091 |      |  |  | 168,398   |  |  |  | (137,780   | )
|Derivative assets                                                          |  |                    | 166,912    |                     |  |      | 166,912    |      |  |  | 26,941    |  |  |  | (24,948    | )
|Available-for-sale, at fair value                                          |  |                    | 3,494,516  |                     |  |      | 3,494,516  |      |  |  | 199,475   |  |  |  | (163,207   | )
|Net loans                                                                  |  |                    | 19,331,638 |                     |  |      | 19,420,508 |      |  |  | 540,198   |  |  |  | (441,980   | )
|Customers liability on acceptances                                        |  |                    | 1,078      |                     |  |      | 1,078      |      |  |  | 120       |  |  |  | (98        | )
|                                                                           |  |                    |            |                     |  |      |            |      |  |  |           |  |  |  |            |  
|Total foreign exchange sensitive assets                                    |  |                    | 50,366,539 |                     |  |      | 50,455,409 |      |  |  | 1,238,265 |  |  |  | (1,016,030 | )
|                                                                           |  |                    |            |                     |  |      |            |      |  |  |           |  |  |  |            |  

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|                                                                               |  |                    |            |                     |  |      |            |      |  |  |            |   |  |  |           | 
|------------------------------------------------------------------------------ |  | ------------------ | ---------- | ------------------- |  | ---- | ---------- | ---- |  |  | ---------- | - |  |  | --------- | 
|                                                                               |  |                    |            |                    
|                                                                               |  | December 31, 2001  |            | Market Value Change
|                                                                               |  |                    |            |                    
|                                                                               |  | Carrying           |            |                     |  |     
|                                                                               |  | amount             |            | Fair value          |  | +10% |            | -10%
|                                                                               |  |                    |            |                     |  |      |            |     
|                                                                               |  |                   
|                                                                               |  | (EUR in thousands)
|Liabilities                                                                    |  |                    |            |                     |  |      |            |      |  |  |            |   |  |  |           | 
|Deposits                                                                       |  |                    | 41,318,265 |                     |  |      | 41,325,167 |      |  |  | (1,234,774 | ) |  |  | 1,010,269 | 
|Central bank borrowings                                                        |  |                    | 70,526     |                     |  |      | 70,526     |      |  |  | (409       | ) |  |  | 335       | 
|Federal funds purchased and securities sold under
    agreements to repurchase |  |                    | 6,387,482  |                     |  |      | 6,387,482  |      |  |  | (45,479    | ) |  |  | 37,210    | 
|Other borrowed funds                                                           |  |                    | 114,292    |                     |  |      | 114,292    |      |  |  | (6,382     | ) |  |  | 5,222     | 
|Derivative liabilities                                                         |  |                    | 274,065    |                     |  |      | 274,065    |      |  |  | (13,182    | ) |  |  | 14,158    | 
|Acceptances outstanding                                                        |  |                    | 1,078      |                     |  |      | 1,078      |      |  |  | (120       | ) |  |  | 98        | 
|Long-term debt                                                                 |  |                    | 265,327    |                     |  |      | 265,327    |      |  |  | (24,851    | ) |  |  | 20,333    | 
|                                                                               |  |                    |            |                     |  |      |            |      |  |  |            |   |  |  |           | 
|Total foreign exchange sensitive liabilities                                   |  |                    | 48,431,035 |                     |  |      | 48,437,937 |      |  |  | (1,325,197 | ) |  |  | 1,087,625 | 
|                                                                               |  |                    |            |                     |  |      |            |      |  |  |            |   |  |  |           | 
|Total foreign exchange balance sheet sensitivity                               |  |                    | 1,935,504  |                     |  |      | 2,017,472  |      |  |  | (86,932    | ) |  |  | 71,595    | 
|                                                                               |  |                    |            |                     |  |      |            |      |  |  |            |   |  |  |           | 

|                                               |  |                    |           |                     |  |      |         |      |  |  |        |   |  |  |         |  
|---------------------------------------------- |  | ------------------ | --------- | ------------------- |  | ---- | ------- | ---- |  |  | ------ | - |  |  | ------- | -
|                                               |  |                    |           |                    
|                                               |  | December 31, 2001  |           | Market Value Change
|                                               |  |                    |           |                    
|                                               |  | Notional           |           |                     |  |     
|                                               |  | Value              |           | Fair value          |  | +10% |         | -10%
|                                               |  |                    |           |                     |  |      |         |     
|                                               |  |                   
|                                               |  | (EUR in thousands)
|Derivatives                                    |  |                    |           |                     |  |      |         |      |  |  |        |   |  |  |         |  
|Interest rate swaps                            |  |                    | 2,749,734 |                     |  |      | (65,717 | )    |  |  | (1,731 | ) |  |  | 1,415   |  
|Cross currency interest rate swaps             |  |                    | 793,849   |                     |  |      | (78,060 | )    |  |  | (5,033 | ) |  |  | 5,444   |  
|Foreign exchange swaps                         |  |                    | 7,893,541 |                     |  |      | (3,296  | )    |  |  | 12,775 |   |  |  | (11,134 | )
|Financial futures                              |  |                    | 4,328,652 |                     |  |      | 58,541  |      |  |  | (2,791 | ) |  |  | 2,283   |  
|Outright foreign exchange forwards             |  |                    | 709,021   |                     |  |      | 3,762   |      |  |  | 9,940  |   |  |  | (8,132  | )
|Options                                        |  |                    | 293,702   |                     |  |      | 704     |      |  |  | 599    |   |  |  | (666    | )
|                                               |  |                    |           |                     |  |      |         |      |  |  |        |   |  |  |         |  
|Total foreign exchange derivatives sensitivity |  |                    |           |                     |  |      |         |      |  |  | 13,759 |   |  |  | (10,790 | )
|                                               |  |                    |           |                     |  |      |         |      |  |  |        |   |  |  |         |  




ITEM 12     DESCRIPTION
OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

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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.



| |    |                
| | -- | ---------------
| | 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.

We received proceeds from the offering amounting
to approximately U.S.$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

Within the 90 days prior to the filing date
of this annual report, we performed an evaluation, under the
supervision and with the participation of our management,
including our Governor and Chief Financial Officer, of the
effectiveness and design and operation of our disclosure
controls and procedures. Based upon that evaluation, the
Governor and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in

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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.


For details of the audit committee please see
Item 6.C, Board Practices.




ITEM 16A     AUDIT
COMMITTEE FINANCIAL EXPERT

Not applicable.




ITEM 16B     CODE
OF ETHICS

The Bank has historically had in place canons of
ethical conduct which are applicable to all of its employees. We
are currently in the process of producing a Code of Ethics that
will cover all Group companies and will be aligned with the
Groups current operations. This process is expected to be
completed within the year.




ITEM 16C     PRINCIPAL
ACCOUNTANT FEES AND SERVICES

Not applicable.

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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, 2001 and 2002 and for the Years
Ended

December 31, 2000, 2001 and 2002
and


Independent Auditors Report





INDEX TO FINANCIAL STATEMENTS

|                                                                                                                                        |                                                                                                                         |      |     |     | 
|--------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- | ---- | --- | --- | 
|                                                                                                                                        |                                                                                                                         | Page
|                                                                                                                                        |                                                                                                                         |     
|INDEPENDENT AUDITORS REPORT                                                                                                            |                                                                                                                         |      | 153 |    
|CONSOLIDATED FINANCIAL STATEMENTS AS OF
    DECEMBER 31, 2001 AND
    2002 AND FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND
    2002 |                                                                                                                         |      |     |    
|                                                                                                                                        | Consolidated Balance Sheets as of
    December 31, 2001, 2002 and 2003                                                  |      |     | 154 | 
|                                                                                                                                        | Consolidated Statements of Income and
    Comprehensive Income for the years ended December 31, 2000,
    2001 and 2002 |      |     | 155 | 
|                                                                                                                                        | Consolidated Statements of Changes in
    Shareholders Equity for the years ended December 31,
    2000, 2001 and 2002 |      |     | 157 | 
|                                                                                                                                        | Consolidated Statements of Cash Flows for the
    years ended December 31, 2000, 2001 and 2002                          |      |     | 158 | 
|                                                                                                                                        | Notes to Consolidated Financial Statements                                                                              |      |     | 159 | 

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INDEPENDENT AUDITORS REPORT

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, 2001 and 2002
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, 2002. 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
auditing standards generally accepted in the United States of
America. 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, 2001 and 2002, and the results of their
operations and their cash flows for each of the three years in
the period ended December 31, 2002, in conformity with
accounting principles generally accepted in the United States of
America.

As discussed in Notes 3 and 11 to the
consolidated financial statements, effective January 1,
2001, National Bank of Greece S.A. and subsidiaries changed its
method of accounting for derivative instruments and hedging
activities to conform to Statement of Financial Accounting
Standards No. 133.

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 20, 2003


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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES






CONSOLIDATED BALANCE SHEETS


|             |                                                                                                                                          |                                   |  |                         |    |            |            |            |            |   |            |            |            |   |            |            |            |  
|------------ | ---------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------- |  | ----------------------- | -- | ---------- | ---------- | ---------- | ---------- | - | ---------- | ---------- | ---------- | - | ---------- | ---------- | ---------- | -
|             |                                                                                                                                          |                                   |  |                        
|             |                                                                                                                                          |                                   |  | Year ended December 31,
|             |                                                                                                                                          |                                   |  |                        
|             |                                                                                                                                          | Note                              |  | 2001                    |    | 2002       |            | 2002      
|             |                                                                                                                                          |                                   |  |                         |    |            |            |           
|             |                                                                                                                                          |                                   |  |                         |    |            |            | (U.S.$ in 
|             |                                                                                                                                          |                                   |  | (EUR in                 |    | (EUR in    |            | thousands)
|             |                                                                                                                                          |                                   |  | thousands)              |    | thousands) |            | (Note 2)  
|ASSETS       |                                                                                                                                          |                                   |  |                         |    |            |            |            |            |   |            |            |            |   |            |           
|             | Cash and due from banks                                                                                                                  |                                   |  | 5                       |    |            |            | 1,296,306  |            |   |            | 764,512    |            |   |            | 899,525    |           
|             | Obligatory deposits with central bank                                                                                                    |                                   |  | 6                       |    |            |            | 851,819    |            |   |            | 203,036    |            |   |            | 238,892    |           
|             | Federal funds sold and securities purchased under
    agreements to resell                                                               |                                   |  | 7                       |    |            |            | 2,121,388  |            |   |            | 4,744,943  |            |   |            | 5,582,900  |           
|             | Interest bearing deposits with banks                                                                                                     |                                   |  | 8                       |    |            |            | 7,550,807  |            |   |            | 5,486,932  |            |   |            | 6,455,924  |           
|             | Money market investments                                                                                                                 |                                   |  | 9                       |    |            |            | 179,984    |            |   |            | 125,448    |            |   |            | 147,602    |           
|             | Trading assets (includes EUR 5,910,398 thousand
    and EUR 2,569,903 thousand in 2001 and 2002 respectively,
    pledged as collateral) |                                   |  | 10                      |    |            |            | 15,372,091 |            |   |            | 15,278,098 |            |   |            | 17,976,210 |           
|             | Derivative assets                                                                                                                        |                                   |  | 11                      |    |            |            | 166,912    |            |   |            | 75,625     |            |   |            | 88,980     |           
|             | Securities:                                                                                                                              |                                   |  |                         |    |            |            |            |            |   |            |            |            |   |            |            |           
|             |                                                                                                                                          | Available-for-sale, at fair value |  |                         | 12 |            |            |            | 3,494,516  |   |            |            | 3,843,962  |   |            |            | 4,522,806  |  
|             | Equity method investments                                                                                                                |                                   |  | 13                      |    |            |            | 267,950    |            |   |            | 269,140    |            |   |            | 316,670    |           
|             | Loans                                                                                                                                    |                                   |  | 14                      |    |            |            | 20,346,565 |            |   |            | 20,631,325 |            |   |            | 24,274,817 |           
|             |                                                                                                                                          | Less: Allowance for loan losses   |  |                         |    |            |            |            | (1,014,927 | ) |            |            | (1,011,145 | ) |            |            | (1,189,713 | )
|             |                                                                                                                                          |                                   |  |                         |    |            |            |            |            |   |            |            |            |   |            |           
|             | Net loans                                                                                                                                |                                   |  |                         |    |            |            | 19,331,638 |            |   |            | 19,620,180 |            |   |            | 23,085,104 |           
|             |                                                                                                                                          |                                   |  |                         |    |            |            |            |            |   |            |            |            |   |            |           
|             | Goodwill                                                                                                                                 |                                   |  | 15                      |    |            |            | 349,382    |            |   |            | 412,133    |            |   |            | 484,916    |           
|             | Software and other intangibles                                                                                                           |                                   |  |                         |    |            |            | 45,789     |            |   |            | 63,159     |            |   |            | 74,313     |           
|             | Premises and equipment, net                                                                                                              |                                   |  | 16                      |    |            |            | 607,695    |            |   |            | 626,063    |            |   |            | 736,626    |           
|             | Customers liability on acceptances                                                                                                      |                                   |  |                         |    |            |            | 1,078      |            |   |            | 1,572      |            |   |            | 1,850      |           
|             | Accrued interest receivable                                                                                                              |                                   |  |                         |    |            |            | 828,223    |            |   |            | 805,172    |            |   |            | 947,365    |           
|             | Other assets                                                                                                                             |                                   |  | 17                      |    |            |            | 2,475,087  |            |   |            | 2,926,242  |            |   |            | 3,443,016  |           
|             |                                                                                                                                          |                                   |  |                         |    |            |            |            |            |   |            |            |            |   |            |           
|TOTAL ASSETS |                                                                                                                                          |                                   |  |                         |    |            | 54,940,665 |            |            |   | 55,246,217 |            |            |   | 65,002,699 |           
|             |                                                                                                                                          |                                   |  |                         |    |            |            |            |            |   |            |            |            |   |            |           

|                                               |                                                                                                             |  |  |    |  |  |            |            |   |  |            |            |   |  |            |            |  
|---------------------------------------------- | ----------------------------------------------------------------------------------------------------------- |  |  | -- |  |  | ---------- | ---------- | - |  | ---------- | ---------- | - |  | ---------- | ---------- | -
|LIABILITIES AND SHAREHOLDERS EQUITY           |                                                                                                             |  |  |    |  |  |            |           
|                                               | Interest bearing deposits                                                                                   |  |  | 19 |  |  |            | 37,547,055 |   |  |            | 36,727,347 |   |  |            | 43,213,396 |  
|                                               | Non-interest bearing deposits                                                                               |  |  | 19 |  |  |            | 3,771,210  |   |  |            | 3,561,486  |   |  |            | 4,190,445  |  
|                                               |                                                                                                             |  |  |    |  |  |            |            |   |  |            |            |   |  |            |           
|                                               | Total deposits                                                                                              |  |  |    |  |  |            | 41,318,265 |   |  |            | 40,288,833 |   |  |            | 47,403,841 |  
|                                               | Central bank borrowings                                                                                     |  |  | 20 |  |  |            | 70,526     |   |  |            | 6,804      |   |  |            | 8,006      |  
|                                               | Federal funds purchased and securities sold under
    agreements to repurchase                              |  |  | 21 |  |  |            | 6,387,482  |   |  |            | 8,278,892  |   |  |            | 9,740,944  |  
|                                               | Derivative liabilities                                                                                      |  |  | 11 |  |  |            | 274,065    |   |  |            | 471,938    |   |  |            | 555,282    |  
|                                               | Other borrowed funds                                                                                        |  |  | 22 |  |  |            | 114,292    |   |  |            | 236,458    |   |  |            | 278,216    |  
|                                               | Acceptances outstanding                                                                                     |  |  |    |  |  |            | 1,078      |   |  |            | 1,572      |   |  |            | 1,850      |  
|                                               | Accounts payable, accrued expenses and other
    liabilities                                                |  |  | 23 |  |  |            | 3,757,813  |   |  |            | 2,529,798  |   |  |            | 2,976,561  |  
|                                               | Insurance reserves                                                                                          |  |  | 24 |  |  |            | 1,100,036  |   |  |            | 1,152,375  |   |  |            | 1,355,884  |  
|                                               | Long-term debt                                                                                              |  |  | 25 |  |  |            | 265,327    |   |  |            | 813,947    |   |  |            | 957,690    |  
|                                               |                                                                                                             |  |  |    |  |  |            |            |   |  |            |            |   |  |            |           
|                                               | Total liabilities                                                                                           |  |  |    |  |  |            | 53,288,884 |   |  |            | 53,780,617 |   |  |            | 63,278,274 |  
|                                               |                                                                                                             |  |  |    |  |  |            |            |   |  |            |            |   |  |            |           
|                                               | Minority interests                                                                                          |  |  |    |  |  |            | 293,950    |   |  |            | 228,437    |   |  |            | 268,779    |  
|SHAREHOLDERS EQUITY:                           |                                                                                                             |  |  |    |  |  |            |            |   |  |            |            |   |  |            |           
|                                               | Common stock, par value EUR 4.5 in 2001 and EUR
    4.5 in 2002 (shares authorised, issued and outstanding: |  |  |    |  |  |            |            |   |  |            |            |   |  |            |            |  
|                                               | 228,080,452 and 231,870,986 at 2001 and 2002
    respectively)                                              |  |  |    |  |  |            | 1,026,362  |   |  |            | 1,043,419  |   |  |            | 1,227,687  |  
|                                               | Additional paid-in capital                                                                                  |  |  | 33 |  |  |            | 368,555    |   |  |            | 408,058    |   |  |            | 480,121    |  
|                                               | Accumulated surplus                                                                                         |  |  |    |  |  |            | 420,144    |   |  |            | 296,129    |   |  |            | 348,425    |  
|                                               | Accumulated other comprehensive loss                                                                        |  |  | 39 |  |  |            | (31,851    | ) |  |            | (89,408    | ) |  |            | (105,197   | )
|                                               | Treasury stock, at cost (11,320,277 and
    11,411,727 shares at 2001 and 2002 respectively)                |  |  |    |  |  |            | (425,379   | ) |  |            | (421,035   | ) |  |            | (495,390   | )
|                                               |                                                                                                             |  |  |    |  |  |            |            |   |  |            |            |   |  |            |           
|                                               | Total shareholders equity                                                                                  |  |  |    |  |  |            | 1,357,831  |   |  |            | 1,237,163  |   |  |            | 1,455,646  |  
|                                               |                                                                                                             |  |  |    |  |  |            |            |   |  |            |            |   |  |            |           
|TOTAL LIABILITIES AND SHAREHOLDERS
    EQUITY |                                                                                                             |  |  |    |  |  | 54,940,665 |            |   |  | 55,246,217 |            |   |  | 65,002,699 |           
|                                               |                                                                                                             |  |  |    |  |  |            |            |   |  |            |            |   |  |            |           

The accompanying notes are an integral part of
these consolidated financial statements.

154



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##### Table of Contents



NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES






CONSOLIDATED STATEMENTS OF INCOME AND
COMPREHENSIVE INCOME


|                                                                                                              |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|------------------------------------------------------------------------------------------------------------- |  | ---- | -- | ----------------------- |  | ---------- | --------- | ---------- |  | ---------- | --------- | - |  |  | --------- | - |  |  | --------- | -
|                                                                                                              |  |      |    |                        
|                                                                                                              |  |      |    | Year ended December 31,
|                                                                                                              |  |      |    |                        
|                                                                                                              |  | Note |    | 2000                    |  | 2001       |           | 2002       |  | 2002      
|                                                                                                              |  |      |    |                         |  |            |           |            |  |           
|                                                                                                              |  |      |    | (EUR in                 |  | (EUR in    |           | (EUR in    |  | (U.S.$ in 
|                                                                                                              |  |      |    | thousands)              |  | thousands) |           | thousands) |  | thousands)
|                                                                                                              |  |      |    |                         |  |            |           |            |  | (Note 2)  
|Interest Income:                                                                                              |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Loans                                                                                                         |  |      |    |                         |  |            | 1,322,652 |            |  |            | 1,220,270 |   |  |  | 1,154,660 |   |  |  | 1,358,573 |  
|Securities available-for-sale                                                                                 |  |      |    |                         |  |            | 194,952   |            |  |            | 171,203   |   |  |  | 167,315   |   |  |  | 196,863   |  
|Securities held-to-maturity                                                                                   |  |      |    |                         |  |            | 186,171   |            |  |            |          |   |  |  |          |   |  |  |          |  
|Trading assets                                                                                                |  |      |    |                         |  |            | 943,172   |            |  |            | 689,027   |   |  |  | 756,576   |   |  |  | 890,187   |  
|Federal funds sold and securities purchased under
    agreements to resell                                    |  |      |    |                         |  |            | 17,271    |            |  |            | 27,843    |   |  |  | 70,668    |   |  |  | 83,148    |  
|Interest-bearing deposits with banks                                                                          |  |      |    |                         |  |            | 616,207   |            |  |            | 475,857   |   |  |  | 240,158   |   |  |  | 282,570   |  
|Other                                                                                                         |  |      |    |                         |  |            | 91,463    |            |  |            | 37,110    |   |  |  | 27,321    |   |  |  | 32,146    |  
|                                                                                                              |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Total interest income                                                                                         |  |      |    |                         |  |            | 3,371,888 |            |  |            | 2,621,310 |   |  |  | 2,416,698 |   |  |  | 2,843,487 |  
|Interest Expense:                                                                                             |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Deposits                                                                                                      |  |      |    |                         |  |            | 2,044,243 |            |  |            | 1,209,218 |   |  |  | 923,640   |   |  |  | 1,086,755 |  
|Federal funds purchased and securities sold under
    agreements to repurchase                                |  |      | 21 |                         |  |            | 344,339   |            |  |            | 149,561   |   |  |  | 211,724   |   |  |  | 249,114   |  
|Other borrowed funds                                                                                          |  |      | 22 |                         |  |            | 17,694    |            |  |            | 9,148     |   |  |  | 5,654     |   |  |  | 6,652     |  
|Long-term debt                                                                                                |  |      | 25 |                         |  |            | 19,639    |            |  |            | 14,934    |   |  |  | 22,481    |   |  |  | 26,451    |  
|Other                                                                                                         |  |      |    |                         |  |            | 16,674    |            |  |            | 10,252    |   |  |  | 11,524    |   |  |  | 13,560    |  
|                                                                                                              |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Total interest expense                                                                                        |  |      |    |                         |  |            | 2,442,589 |            |  |            | 1,393,113 |   |  |  | 1,175,023 |   |  |  | 1,382,532 |  
|                                                                                                              |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Net interest income before provision for loan
    losses                                                      |  |      |    |                         |  |            | 929,299   |            |  |            | 1,228,197 |   |  |  | 1,241,675 |   |  |  | 1,460,955 |  
|Provision for loan losses                                                                                     |  |      | 14 |                         |  |            | (107,348  | )          |  |            | (170,786  | ) |  |  | (143,391  | ) |  |  | (168,714  | )
|                                                                                                              |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Net interest income after provision for loan
    losses                                                       |  |      |    |                         |  |            | 821,951   |            |  |            | 1,057,411 |   |  |  | 1,098,284 |   |  |  | 1,292,241 |  
|Non-Interest Income:                                                                                          |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Profit on disposal and partial disposal of
    subsidiary undertakings                                        |  |      |    |                         |  |            | 87,799    |            |  |            | 5,313     |   |  |  |          |   |  |  |          |  
|Profit on disposal of equity investments                                                                      |  |      |    |                         |  |            |          |            |  |            |          |   |  |  | 2,280     |   |  |  | 2,682     |  
|Credit card fees                                                                                              |  |      |    |                         |  |            | 37,407    |            |  |            | 46,756    |   |  |  | 57,400    |   |  |  | 67,537    |  
|Service charges on deposit accounts                                                                           |  |      |    |                         |  |            | 16,328    |            |  |            | 24,423    |   |  |  | 36,198    |   |  |  | 42,591    |  
|Other fees and commissions                                                                                    |  |      |    |                         |  |            | 345,318   |            |  |            | 305,884   |   |  |  | 286,627   |   |  |  | 337,245   |  
|Net trading profit / (loss)                                                                                   |  |      |    |                         |  |            | 255,288   |            |  |            | (138,348  | ) |  |  | (227,443  | ) |  |  | (267,609  | )
|Net realized gains on sales of available-for-sale
    securities                                              |  |      | 12 |                         |  |            | 41,709    |            |  |            | 12,353    |   |  |  | 7,085     |   |  |  | 8,336     |  
|Equity in earnings or (losses) of investees                                                                   |  |      | 13 |                         |  |            | 599       |            |  |            | (1,086    | ) |  |  | 5,787     |   |  |  | 6,809     |  
|Other                                                                                                         |  |      | 28 |                         |  |            | 711,592   |            |  |            | 801,679   |   |  |  | 797,338   |   |  |  | 938,148   |  
|                                                                                                              |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Total non-interest income                                                                                     |  |      |    |                         |  |            | 1,496,040 |            |  |            | 1,056,974 |   |  |  | 965,272   |   |  |  | 1,135,739 |  
|Non-interest Expense:                                                                                         |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Salaries                                                                                                      |  |      |    |                         |  |            | 523,252   |            |  |            | 555,024   |   |  |  | 563,152   |   |  |  | 662,605   |  
|Employee benefits                                                                                             |  |      |    |                         |  |            | 231,402   |            |  |            | 265,890   |   |  |  | 324,562   |   |  |  | 381,879   |  
|Occupancy expenses                                                                                            |  |      |    |                         |  |            | 41,125    |            |  |            | 46,908    |   |  |  | 44,757    |   |  |  | 52,661    |  
|Equipment expenses                                                                                            |  |      |    |                         |  |            | 17,168    |            |  |            | 20,977    |   |  |  | 22,153    |   |  |  | 26,065    |  
|Depreciation of premises and equipment                                                                        |  |      |    |                         |  |            | 60,215    |            |  |            | 67,897    |   |  |  | 80,261    |   |  |  | 94,435    |  
|Amortization of intangible assets                                                                             |  |      |    |                         |  |            | 62,462    |            |  |            | 62,580    |   |  |  | 42,017    |   |  |  | 49,437    |  
|Loss on permanent diminution in the value of
    available-for-sale securities                                |  |      |    |                         |  |            |          |            |  |            |          |   |  |  | 35,537    |   |  |  | 41,813    |  
|Deposit insurance premium                                                                                     |  |      |    |                         |  |            | 9,327     |            |  |            | 9,221     |   |  |  | 10,613    |   |  |  | 12,487    |  
|Other                                                                                                         |  |      | 29 |                         |  |            | 797,146   |            |  |            | 874,134   |   |  |  | 959,130   |   |  |  | 1,128,513 |  
|                                                                                                              |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Total non-interest expense                                                                                    |  |      |    |                         |  |            | 1,742,097 |            |  |            | 1,902,631 |   |  |  | 2,082,182 |   |  |  | 2,449,895 |  
|                                                                                                              |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Income before income tax expense, minority
    interests, extraordinary items and effect of accounting change |  |      |    |                         |  |            | 575,894   |            |  |            | 211,754   |   |  |  | (18,626   | ) |  |  | (21,915   | )
|Income tax expense                                                                                            |  |      | 30 |                         |  |            | (320,822  | )          |  |            | (115,087  | ) |  |  | (15,037   | ) |  |  | (17,693   | )
|Minority interests, net of tax                                                                                |  |      |    |                         |  |            | 117,719   |            |  |            | 79,260    |   |  |  | 64,431    |   |  |  | 75,810    |  
|                                                                                                              |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Income before extraordinary item and effect of
    accounting change                                          |  |      |    |                         |  |            | 372,791   |            |  |            | 175,927   |   |  |  | 30,768    |   |  |  | 36,202    |  

The accompanying notes are an integral part of
these consolidated financial statements.

155



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##### Table of Contents



NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES






CONSOLIDATED STATEMENTS OF INCOME AND
COMPREHENSIVE INCOME (Continued)


|                                                                                                                                             |                                                                                                                                                                                                                   |      |  |                         |  |            |          |            |   |            |         |        |   |     |         |         |   |  |          |          |  
|-------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- |  | ----------------------- |  | ---------- | -------- | ---------- | - | ---------- | ------- | ------ | - | --- | ------- | ------- | - |  | -------- | -------- | -
|                                                                                                                                             |                                                                                                                                                                                                                   |      |  |                        
|                                                                                                                                             |                                                                                                                                                                                                                   |      |  | Year ended December 31,
|                                                                                                                                             |                                                                                                                                                                                                                   |      |  |                        
|                                                                                                                                             |                                                                                                                                                                                                                   | Note |  | 2000                    |  | 2001       |          | 2002       |   | 2002      
|                                                                                                                                             |                                                                                                                                                                                                                   |      |  |                         |  |            |          |            |   |           
|                                                                                                                                             |                                                                                                                                                                                                                   |      |  |                         |  |            |          |            |   | (U.S.$ in 
|                                                                                                                                             |                                                                                                                                                                                                                   |      |  | (EUR in                 |  | (EUR in    |          | (EUR in    |   | thousands)
|                                                                                                                                             |                                                                                                                                                                                                                   |      |  | thousands)              |  | thousands) |          | thousands) |   | (Note 2)  
|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  |         |   |  | 113,077  |         
|Change in accounting principle, net of taxes
    (Adoption of SFAS..133)                                                                     |                                                                                                                                                                                                                   |      |  |                         |  |            |         |            |   |            | 29,047  |        |   |     |        |         |   |  |         |         
|                                                                                                                                             |                                                                                                                                                                                                                   |      |  |                         |  |            |          |            |   |            |         |        |   |     |         |         |   |  |          |         
|NET INCOME                                                                                                                                   |                                                                                                                                                                                                                   |      |  |                         |  |            | 372,791  |            |   |            | 204,974 |        |   |     | 126,873 |         |   |  | 149,279  |         
|                                                                                                                                             |                                                                                                                                                                                                                   |      |  |                         |  |            |          |            |   |            |         |        |   |     |         |         |   |  |          |         
|                                                                                                                                             | Other comprehensive income, net of tax:                                                                                                                                                                           |      |  |                         |  |            |          |            |   |            |         |        |   |     |         |         |   |  |          |          |  
|                                                                                                                                             | Foreign currency translation adjustments (net of
    tax expense/(benefit) of: EUR 1,746 thousand in 2000,
    EUR (8,417) thousand in 2001 and EUR 12,757 thousand
    in 2002)                                  |      |  | 39                      |  |            |          | 3,243      |   |            |         | 15,630 |   |     |         | (23,691 | ) |  |          | (27,875  | )
|                                                                                                                                             | Net unrealized holding losses on
    available-for-sale securities:                                                                                                                                               |      |  |                         |  |            |          |            |   |            |         |        |   |     |         |         |   |  |          |          |  
|                                                                                                                                             | Net unrealized gains/(losses) during the period
    (net of tax (benefit)/expense of: EUR (23,621) thousand in
    2000, EUR 517 thousand in 2001 and EUR 23,878 thousand
    in 2002)                            |      |  |                         |  |            |          | (86,955    | ) |            |         | 2,201  |   |     |         | (52,455 | ) |  |          | (61,719  | )
|                                                                                                                                             | Less: reclassification adjustment for net gains
    included in net income (net of tax expense/ (benefit) of:
    EUR 25,074 thousand in 2000, EUR (4,295) thousand in
    2001 and EUR (2,575) thousand in 2002) |      |  |                         |  |            |          | (16,634    | ) |            |         | (8,062 | ) |     |         | (4,510  | ) |  |          | (5,306   | )
|                                                                                                                                             | Reclassification adjustment for impairment of
    available-for-sale securities (net of tax of EUR 12,438
    thousand in 2002)                                                                                   |      |  |                         |  |            |          |           |   |            |         |       |   |     |         | 23,099  |   |  |          | 27,178   |  
|                                                                                                                                             |                                                                                                                                                                                                                   |      |  |                         |  |            |          |            |   |            |         |        |   |     |         |         |   |  |          |         
|                                                                                                                                             | Subtotal                                                                                                                                                                                                          |      |  | 39                      |  |            |          | (103,589   | ) |            |         | (5,861 | ) |     |         | (33,866 | ) |  |          | (39,847  | )
|                                                                                                                                             |                                                                                                                                                                                                                   |      |  |                         |  |            |          |            |   |            |         |        |   |     |         |         |   |  |          |         
|COMPREHENSIVE INCOME                                                                                                                         |                                                                                                                                                                                                                   |      |  |                         |  |            | 272,445  |            |   |            | 214,743 |        |   |     | 69,316  |         |   |  | 81,557   |         
|                                                                                                                                             |                                                                                                                                                                                                                   |      |  |                         |  |            |          |            |   |            |         |        |   |     |         |         |   |  |          |         
|EARNINGS PER SHARE                                                                                                                           |                                                                                                                                                                                                                   |      |  |                         |  |            |          |            |   |            |         |        |   |     |         |         |   |  |          |         
|                                                                                                                                             | Basic                                                                                                                                                                                                             |      |  | 34                      |  |            |          | EUR 1.57   |   |            | EUR     | 0.87   |   |     | EUR     | 0.53    |   |  |          | USD 0.62 |  
|                                                                                                                                             | Diluted                                                                                                                                                                                                           |      |  | 34                      |  |            |          | EUR 1.57   |   |            | EUR     | 0.87   |   |     | EUR     | 0.53    |   |  |          | USD 0.62 |  
|EARNINGS PER SHARE (BEFORE EXTRAORDINARY ITEMS
    AND EFFECT OF ACCOUNTING CHANGE)                                                          |                                                                                                                                                                                                                   |      |  |                         |  |            |          |            |   |            |         |        |   |     |         |         |   |  |          |         
|                                                                                                                                             | Basic                                                                                                                                                                                                             |      |  | 34                      |  |            |          | EUR 1.57   |   |            | EUR     | 0.74   |   |     | EUR     | 0.13    |   |  |          | USD 0.15 |  
|                                                                                                                                             | Diluted                                                                                                                                                                                                           |      |  | 34                      |  |            |          | EUR 1.57   |   |            | EUR     | 0.74   |   |     | EUR     | 0.13    |   |  |          | USD 0.15 |  
|CASH DIVIDENDS DECLARED PER SHARE                                                                                                            |                                                                                                                                                                                                                   |      |  |                         |  |            | EUR 1.17 |            |   | EUR        | 1.09    |        |   | EUR | 1.10    |         |   |  | USD 1.29 |         

The accompanying notes are an integral part of
these consolidated financial statements.

156



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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,
|                                                                                                                                              |  |      |    |                        
|                                                                                                                                              |  |      |    | 2000                    |  | 2001       |           | 2002       |  | 2002      
|                                                                                                                                              |  | Note |    |                         |  |            |           |            |  |           
|                                                                                                                                              |  |      |    | (EUR in                 |  |            |           |            |  | (U.S.$ in 
|                                                                                                                                              |  |      |    | thousands)              |  | (EUR in    |           | (EUR in    |  | thousands)
|                                                                                                                                              |  |      |    |                         |  | thousands) |           | thousands) |  | (Note 2)  
|Common Stock:                                                                                                                                 |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Balance at beginning of year
    (162,914,608 shares, 234,541,548 shares and
    228,080,452 shares at 2000, 2001 and 2002 respectively)      |  |      |    |                         |  |            | 693,251   |            |  |            | 998,049   |   |  |  | 1,026,362 |   |  |  | 1,207,618 |  
|Issuance for shares to acquire 100% interest in
    ETEBA (3,790,534 shares in 2002)                                                          |  |      |    |                         |  |            |          |            |  |            |          |   |  |  | 8,086     |   |  |  | 9,514     |  
|Capitalization of Additional Paid-In Capital                                                                                                  |  |      |    |                         |  |            |          |            |  |            | 24,590    |   |  |  | 8,971     |   |  |  | 10,555    |  
|Capitalization of Accumulated Surplus                                                                                                         |  |      |    |                         |  |            |          |            |  |            | 31,216    |   |  |  |          |   |  |  |          |  
|Conversion of mandatorily convertible bonds
    (6,461,096 shares in 2000 and 6,461,100 shares in 2001)                                       |  |      | 26 |                         |  |            | 27,495    |            |  |            | 29,074    |   |  |  |          |   |  |  |          |  
|Cancellation of mandatorily convertible stock
    arising from the conversion of mandatorily convertible bonds
    (6,461,100 shares in 2001) |  |      | 26 |                         |  |            |          |            |  |            | (29,074   | ) |  |  |          |   |  |  |          |  
|Treasury Stock cancelled (6,461,096 shares in
    2001)                                                                                       |  |      |    |                         |  |            |          |            |  |            | (27,493   | ) |  |  |          |   |  |  |          |  
|New Issuance of stock (65,165,844 shares during
    2000)                                                                                     |  |      |    |                         |  |            | 277,303   |            |  |            |          |   |  |  |          |   |  |  |          |  
|                                                                                                                                              |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Balance at end of year (234,541,548 shares,
    228,080,452 shares and 231,870,986 shares at 2000,
    2001 and 2002 respectively)            |  |      |    |                         |  |            | 998,049   |            |  |            | 1,026,362 |   |  |  | 1,043,419 |   |  |  | 1,227,687 |  
|                                                                                                                                              |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Additional Paid-in Capital:                                                                                                                   |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Balance at beginning of year                                                                                                                  |  |      |    |                         |  |            | 956,023   |            |  |            | 609,341   |   |  |  | 368,555   |   |  |  | 433,642   |  
|Treasury Stock cancelled (6,461,096 shares in
    2001)                                                                                       |  |      |    |                         |  |            |          |            |  |            | (229,881  | ) |  |  |          |   |  |  |          |  
|Conversion of mandatorily convertible bonds
    (6,461,096 shares in 2000 and 6,461,100 shares in 2001)                                       |  |      | 26 |                         |  |            | 32,475    |            |  |            | 30,897    |   |  |  |          |   |  |  |          |  
|Cancellation of mandatorily convertible stock
    arising from the conversion of mandatorily convertible bonds
    (6,461,100 shares in 2001) |  |      | 26 |                         |  |            |          |            |  |            | (30,897   | ) |  |  |          |   |  |  |          |  
|Capitalization of additional paid-in capital                                                                                                  |  |      |    |                         |  |            | (277,300  | )          |  |            | (24,590   | ) |  |  | (8,971    | ) |  |  | (10,555   | )
|Profit on sales of treasury stock (net of tax)                                                                                                |  |      |    |                         |  |            | 80,531    |            |  |            | 3,821     |   |  |  | (4,861    | ) |  |  | (5,719    | )
|Treasury stock dividends paid to subsidiaries                                                                                                 |  |      |    |                         |  |            | 9,635     |            |  |            | 9,864     |   |  |  | 10,249    |   |  |  | 12,058    |  
|Repurchase of mandatorily convertible bonds                                                                                                   |  |      |    |                         |  |            | (192,023  | )          |  |            |          |   |  |  |          |   |  |  |          |  
|Issuance of shares to acquire 100% interest in
    ETEBA                                                                                      |  |      |    |                         |  |            |          |            |  |            |          |   |  |  | 43,086    |   |  |  | 50,695    |  
|                                                                                                                                              |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Balance at end of year                                                                                                                        |  |      |    |                         |  |            | 609,341   |            |  |            | 368,555   |   |  |  | 408,058   |   |  |  | 480,121   |  
|                                                                                                                                              |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Accumulated Surplus:                                                                                                                          |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Balance at beginning of year                                                                                                                  |  |      |    |                         |  |            | 304,914   |            |  |            | 494,048   |   |  |  | 420,144   |   |  |  | 494,341   |  
|Net income                                                                                                                                    |  |      |    |                         |  |            | 372,791   |            |  |            | 204,974   |   |  |  | 126,873   |   |  |  | 149,279   |  
|Dividends                                                                                                                                     |  |      |    |                         |  |            | (183,657  | )          |  |            | (247,662  | ) |  |  | (250,888  | ) |  |  | (295,195  | )
|Capitalization of Accumulated Surplus                                                                                                         |  |      |    |                         |  |            |          |            |  |            | (31,216   | ) |  |  |          |   |  |  |          |  
|                                                                                                                                              |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Balance at end of year                                                                                                                        |  |      |    |                         |  |            | 494,048   |            |  |            | 420,144   |   |  |  | 296,129   |   |  |  | 348,425   |  
|                                                                                                                                              |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Accumulated Other Comprehensive
    Income:                                                                                                   |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Balance at beginning of year                                                                                                                  |  |      |    |                         |  |            | 58,726    |            |  |            | (41,620   | ) |  |  | (31,851   | ) |  |  | (37,476   | )
|Net change in fair value of securities
    available-for-sale                                                                                 |  |      |    |                         |  |            | (103,589  | )          |  |            | (5,861    | ) |  |  | (33,866   | ) |  |  | (39,846   | )
|Foreign currency translation adjustments                                                                                                      |  |      |    |                         |  |            | 3,243     |            |  |            | 15,630    |   |  |  | (23,691   | ) |  |  | (27,875   | )
|                                                                                                                                              |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Balance at end of year                                                                                                                        |  |      |    |                         |  |            | (41,620   | )          |  |            | (31,851   | ) |  |  | (89,408   | ) |  |  | (105,197  | )
|                                                                                                                                              |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Treasury Stock, at Cost:                                                                                                                      |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Balance at beginning of year
    (9,506,509 shares, 17,979,639 shares and
    11,320,277 shares at 2000, 2001 and 2002 respectively)          |  |      |    |                         |  |            | (301,115  | )          |  |            | (692,428  | ) |  |  | (425,379  | ) |  |  | (500,501  | )
|Acquisition of treasury stock through the
    acquisition of ETEBA (96,982 shares)                                                            |  |      |    |                         |  |            |          |            |  |            |          |   |  |  | (2,923    | ) |  |  | (3,439    | )
|Sale of treasury stock (9,351,878 shares,
    838,098 shares and 303,080 shares during 2000, 2001
    and 2002 respectively)                  |  |      |    |                         |  |            | 268,857   |            |  |            | 30,428    |   |  |  | 11,653    |   |  |  | 13,711    |  
|Purchase of treasury stock
    (17,825,008 shares, 639,832 shares and
    297,548 shares during 2000, 2001 and 2002 respectively)             |  |      |    |                         |  |            | (660,170  | )          |  |            | (20,752   | ) |  |  | (4,386    | ) |  |  | (5,161    | )
|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 (17,979,639 shares,
    11,320,277 shares and 11,411,727 shares at 2000, 2001
    and 2002 respectively)               |  |      |    |                         |  |            | (692,428  | )          |  |            | (425,379  | ) |  |  | (421,035  | ) |  |  | (495,390  | )
|                                                                                                                                              |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  
|Total Shareholders Equity                                                                                                                    |  |      |    |                         |  |            | 1,367,390 |            |  |            | 1,357,831 |   |  |  | 1,237,163 |   |  |  | 1,455,646 |  
|                                                                                                                                              |  |      |    |                         |  |            |           |            |  |            |           |   |  |  |           |   |  |  |           |  

The accompanying notes are an integral part of
these consolidated financial statements.

157



---



##### Table of Contents



NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES






CONSOLIDATED STATEMENTS OF CASH
FLOWS


|                                                                                                |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|----------------------------------------------------------------------------------------------- |  | ----------------------- | ---------- | ---------- |  | ---------- | ---------- | ---------- |  |  | ---------- | - |  |  | ---------- | -
|                                                                                                |  |                        
|                                                                                                |  | Year ended December 31,
|                                                                                                |  |                        
|                                                                                                |  | 2000                    |            | 2001       |  | 2002       |            | 2002      
|                                                                                                |  |                         |            |            |  |            |            |           
|                                                                                                |  |                         |            |            |  |            |            | (U.S.$ in 
|                                                                                                |  | (EUR in                 |            | (EUR in    |  | (EUR in    |            | thousands)
|                                                                                                |  | thousands)              |            | thousands) |  | thousands) |            | (Note 2)  
|Cash flows from Operating
    Activities:                                                       |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Net Income                                                                                      |  |                         | 372,791    |            |  |            | 204,974    |            |  |  | 126,873    |   |  |  | 149,279    |  
|Adjustments to reconcile net income to net cash
    provided by (used in) operating activities: |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Provision for loan losses                                                                       |  |                         | 107,348    |            |  |            | 170,786    |            |  |  | 143,391    |   |  |  | 168,714    |  
|Net gain on sale of premises and equipment                                                      |  |                         | (16,642    | )          |  |            | 59,105     |            |  |  | 4,648      |   |  |  | 5,469      |  
|Net realized gains on sales of available-for-sale
    securities                                |  |                         | (41,709    | )          |  |            | (12,353    | )          |  |  | (7,085     | ) |  |  | (8,336     | )
|Equity in earnings or losses of equity method
    investees                                     |  |                         | (599       | )          |  |            | 1,086      |            |  |  | (5,787     | ) |  |  | (6,809     | )
|Depreciation                                                                                    |  |                         | 60,215     |            |  |            | 67,897     |            |  |  | 80,261     |   |  |  | 94,435     |  
|Amortization of intangibles                                                                     |  |                         | 62,462     |            |  |            | 62,580     |            |  |  | 42,017     |   |  |  | 49,437     |  
|Provision for deferred income taxes                                                             |  |                         | 75,845     |            |  |            | (131,129   | )          |  |  | (164,495   | ) |  |  | (193,545   | )
|Profit on disposal of equity investments                                                        |  |                         |           |            |  |            |           |            |  |  | (2,280     | ) |  |  | (2,682     | )
|Changes in assets and liabilities                                                               |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Deposits with central bank                                                                      |  |                         | 1,159,287  |            |  |            | 3,584,282  |            |  |  | 648,783    |   |  |  | 763,358    |  
|Trading assets and derivative instruments                                                       |  |                         | 1,765,465  |            |  |            | (1,779,533 | )          |  |  | 296,664    |   |  |  | 349,055    |  
|Accrued interest receivable                                                                     |  |                         | 90,477     |            |  |            | (3,745     | )          |  |  | 23,051     |   |  |  | 27,122     |  
|Other assets                                                                                    |  |                         | (48,264    | )          |  |            | (731,068   | )          |  |  | (378,112   | ) |  |  | (444,887   | )
|Accounts payable and accrued expenses                                                           |  |                         | 282,327    |            |  |            | 749,521    |            |  |  | (1,283,115 | ) |  |  | (1,509,713 | )
|Insurance reserves                                                                              |  |                         | 42,580     |            |  |            | 34,961     |            |  |  | 52,339     |   |  |  | 61,582     |  
|                                                                                                |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Cash flows (used in)/ provided by operating
    activities                                      |  |                         | 3,911,583  |            |  |            | 2,277,364  |            |  |  | (422,847   | ) |  |  | (497,521   | )
|Cash Flows from Investing
    Activities:                                                       |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Activities in available-for-sale securities:                                                    |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Purchases                                                                                       |  |                         | (2,288,927 | )          |  |            | (1,517,905 | )          |  |  | (2,149,089 | ) |  |  | (2,528,618 | )
|Sales proceeds                                                                                  |  |                         | 1,962,955  |            |  |            | 270,374    |            |  |  | 1,138,963  |   |  |  | 1,340,104  |  
|Maturities, prepayments and calls                                                               |  |                         | 319,137    |            |  |            | 686,401    |            |  |  | 694,085    |   |  |  | 816,661    |  
|Activities in held-to-maturity securities:                                                      |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Maturities                                                                                      |  |                         | 882,301    |            |  |            |           |            |  |  |           |   |  |  |           |  
|Purchases                                                                                       |  |                         | (528,657   | )          |  |            |           |            |  |  |           |   |  |  |           |  
|Purchases of premises and equipment                                                             |  |                         | (111,677   | )          |  |            | (228,722   | )          |  |  | (117,005   | ) |  |  | (137,668   | )
|Proceeds from sales of real estate owned                                                        |  |                         | 41,391     |            |  |            | 62,674     |            |  |  | 26,107     |   |  |  | 30,717     |  
|Net proceeds from disposals, acquisitions and
    dividends received from equity investments    |  |                         | (1,271     | )          |  |            | (716       | )          |  |  | 6,877      |   |  |  | 8,091      |  
|Acquisition of and increase of controlling
    interest in subsidiary companies                 |  |                         | (354,870   | )          |  |            | (28,214    | )          |  |  |           |   |  |  |           |  
|Net cash acquired with the subsidiary companies                                                 |  |                         | 114,867    |            |  |            |           |            |  |  |           |   |  |  |           |  
|Net cash provided by (used in):                                                                 |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Loan origination and principal collections                                                      |  |                         | (2,830,090 | )          |  |            | (2,958,556 | )          |  |  | (431,933   | ) |  |  | (508,212   | )
|Federal funds sold and securities purchased under
    agreements to resell                      |  |                         | (1,625,312 | )          |  |            | (346,852   | )          |  |  | (2,623,555 | ) |  |  | (3,086,875 | )
|Interest bearing deposits in banks                                                              |  |                         | (1,790,694 | )          |  |            | (2,004,443 | )          |  |  | 2,063,875  |   |  |  | 2,428,355  |  
|Deposits in money market accounts                                                               |  |                         | 36,182     |            |  |            | (49,955    | )          |  |  | 54,536     |   |  |  | 64,167     |  
|                                                                                                |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Cash flows (used in) investing activities                                                       |  |                         | (6,174,665 | )          |  |            | (6,115,914 | )          |  |  | (1,337,139 | ) |  |  | (1,573,278 | )
|Cash flows from Financing
    Activities:                                                       |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Proceeds from issuance of long-term debt                                                        |  |                         | 24,320     |            |  |            | 39,164     |            |  |  | 761,298    |   |  |  | 895,743    |  
|Principal repayments and retirements of long-term
    debt                                      |  |                         | (15,862    | )          |  |            | (47,457    | )          |  |  | (210,245   | ) |  |  | (247,374   | )
|Treasury stock purchased                                                                        |  |                         | (660,170   | )          |  |            | (20,752    | )          |  |  | (4,386     | ) |  |  | (5,161     | )
|Purchase of mandatorily convertible bond                                                        |  |                         | (251,994   | )          |  |            |           |            |  |  |           |   |  |  |           |  
|Proceeds from sales of treasury stock                                                           |  |                         | 378,979    |            |  |            | 36,306     |            |  |  | 4,175      |   |  |  | 4,912      |  
|Other, net                                                                                      |  |                         | 9,635      |            |  |            | 9,864      |            |  |  | 10,249     |   |  |  | 12,059     |  
|Dividends paid                                                                                  |  |                         | (183,657   | )          |  |            | (247,662   | )          |  |  | (250,888   | ) |  |  | (295,195   | )
|Net cash provided by (used in):                                                                 |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Deposits                                                                                        |  |                         | 128,505    |            |  |            | 2,578,642  |            |  |  | (1,029,432 | ) |  |  | (1,211,229 | )
|Central bank borrowings                                                                         |  |                         | (207,602   | )          |  |            | (9,490     | )          |  |  | (63,722    | ) |  |  | (74,975    | )
|Federal funds purchased and securities sold under
    agreements to repurchase                  |  |                         | 2,609,222  |            |  |            | 1,561,109  |            |  |  | 1,891,410  |   |  |  | 2,225,433  |  
|Other borrowings                                                                                |  |                         | (84,672    | )          |  |            | (34,673    | )          |  |  | 122,166    |   |  |  | 143,740    |  
|                                                                                                |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Cash flows provided by financing activities                                                     |  |                         | 1,746,704  |            |  |            | 3,865,051  |            |  |  | 1,230,625  |   |  |  | 1,447,953  |  
|                                                                                                |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Effect of exchange rate change on cash and cash
    equivalents                                 |  |                         | (13,101    | )          |  |            | 28,569     |            |  |  | (2,433     | ) |  |  | (2,863     | )
|Net (decrease)/increase in cash and cash
    equivalents                                        |  |                         | (529,479   | )          |  |            | 55,070     |            |  |  | (531,794   | ) |  |  | (625,709   | )
|Cash and cash equivalents at beginning of year                                                  |  |                         | 1,770,715  |            |  |            | 1,241,236  |            |  |  | 1,296,306  |   |  |  | 1,525,234  |  
|                                                                                                |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Cash and cash equivalent at end of year                                                         |  |                         | 1,241,236  |            |  |            | 1,296,306  |            |  |  | 764,512    |   |  |  | 899,525    |  
|                                                                                                |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Supplemental Disclosure of Cash Flow
    Information                                            |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Cash paid for:                                                                                  |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Income taxes                                                                                    |  |                         | 298,227    |            |  |            | 308,613    |            |  |  | 242,906    |   |  |  | 285,803    |  
|Interest                                                                                        |  |                         | 2,923,290  |            |  |            | 2,069,391  |            |  |  | 1,613,904  |   |  |  | 1,898,919  |  
|Supplemental schedule of non cash investing and
    financing activities                        |  |                         |            |            |  |            |            |            |  |  |            |   |  |  |            |  
|Conversion of mandatorily convertible bond                                                      |  |                         | 59,971     |            |  |            |           |            |  |  |           |   |  |  |           |  
|Transfer of securities from the held-to-maturity
    to trading portfolio                       |  |                         | 5,006,632  |            |  |            |           |            |  |  |           |   |  |  |           |  
|Issuance of common stock to effect the
    capitalization of statutory reserves                 |  |                         | 277,303    |            |  |            | 24,590     |            |  |  | 8,971      |   |  |  | 10,555     |  
|Transfer of securities from the trading to the
    available-for-sale portfolio                 |  |                         |           |            |  |            |           |            |  |  | 90,608     |   |  |  | 106,609    |  

The accompanying notes are an integral part of
these consolidated financial statements.

158



---



##### Table of Contents



NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES






NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS




|        |             
|------- | ------------
|NOTE 1: | ORGANIZATION

The National Bank of Greece S.A. 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, South and North Africa.



|        |                                                       
|------- | ------------------------------------------------------
|NOTE 2: | REPORTING CURRENCY AND TRANSLATION INTO
    US DOLLARS

Financial statements for the Group for the year
ended December 31, 2002, are expressed in 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 31, 2003
which was EUR 0.8499 to US $1.00 (EUR 0.9536 to US $1.00 on
December 31, 2002).

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. 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 income 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

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SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

included in net trading profit/ (loss). All other
debt securities are classified as available-for-sale and carried
at fair 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 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

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NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

trends, delinquencies and credit scores, and
expected loss factors by loan type. The remaining loan
portfolios are 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.
After foreclosure, management periodically performs valuations
and the assets are carried at fair value, less estimated costs
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
2002, goodwill was tested for impairment and the charge was not
significant.

Other intangible assets are evaluated for
impairment if events and circumstances indicate a possible
impairment. Such evaluation of other intangible assets is based
on undiscounted cash flow projections. At December 31,
2002, 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 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.

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SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

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 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. 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. A highly effective hedging relationship is
one in which the Group achieves offsetting changes in fair value
between 80 percent and 120 percent for the risk being
hedged. 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.

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. Additionally, the Group
assesses at the hedges inception and quarterly thereafter
whether the derivative used in

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NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

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.

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 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.

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 estimates made by management are discussed in the
notes as applicable.

Recently Issued Accounting
Pronouncements
Statement of Financial Accounting Standards (SFAS)
No. 150 Accounting for Certain Financial Instruments
with Characteristics of both Liability and Equity
establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a
financial instrument that is within its scope as a liability (or
an asset in some circumstances). SFAS 150 is effective for
financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning
of the first interim period beginning after June 15, 2003,
except for mandatorily redeemable financial instruments of
nonpublic entities. It is to be implemented by reporting the
cumulative effect of a change in an accounting principle for
financial instruments created before the issuance date of
SFAS 150 and still existing at the beginning of the interim
period of adoption. Restatement is not permitted. Management is
currently evaluating the impact of this new rule on the
financial statements and does not anticipate the adoption of
this pronouncement will have a material impact on the
Groups results of operations or financial condition.

In January 2003, the Financial Accounting
Standards Board (FASB) issued FASB Interpretation 46
Consolidation of Variable Interest Entities, an
interpretation of ARB No. 51 (FIN 46).
FIN 46 (the interpretation) provides a new framework for
identifying variable interest entities (VIEs) and determining
when a company should include the assets, liabilities,
non-controlling interests and results of activities of a VIE in
its consolidated financial statements. FIN 46 is effective
immediately for VIEs created after January 31, 2003 and is
effective beginning in the third quarter of 2003 for VIEs
created prior to the issuance of the interpretation. Management
is currently evaluating the impact of this new rule on the
financial statements and does not anticipate the adoption of
this pronouncement will 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

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SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

SFAS 123, to require prominent disclosures
in both 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 had no
stock options outstanding prior to the adoption date of
SFAS 148 and as such the adoption of this pronouncement
will not have a material impact on the Groups operations.

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. The accounting
provisions of FIN 45 were effective for certain guarantees
issued or modified after December 31, 2002. Management is
currently evaluating the impact of this new rule on the
financial statements and does not anticipate the adoption of
this pronouncement will have a material impact on the
Groups results of operations or financial condition.

On April 30, 2003, the FASB issued
SFAS 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities and 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,
Accounting for Derivative Instruments and Hedging
Activities. Management is currently evaluating the impact
of this new rule on the financial statements and does not
anticipate the adoption of this pronouncement will have a
material impact on the Groups results of operations or
financial condition.

In June 2001, the FASB issued SFAS No. 142,
Goodwill and Other Intangible Assets. SFAS 142
became effective for the Group on January 1, 2002 and
primarily addresses the accounting for goodwill and intangible
assets subsequent to their acquisition. SFAS 142 requires
that goodwill be recorded at the reporting unit level. The Group
defines reporting units as an operating segment or one level
below. The Group has evaluated the lives of intangible assets as
required by SFAS 142 and no change was made regarding lives
upon adoption. SFAS 142 prohibits the amortization of
goodwill but requires that it be tested for impairment at least
annually at the reporting unit level. Goodwill was tested for
impairment and the charge was not significant.

SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities, as amended
by SFAS No. 137, Accounting for Derivative
Instruments and Hedging Activities  Deferral of
Effective Date of Financial Accounting Standards Board Statement
No. 133, and SFAS No. 138, Accounting for
Certain Derivative Instruments and Certain Hedging
Activities  an amendment of FASB Statement
No. 133, was adopted by the Group on January 1,
2001. The impact of adopting SFAS 133 to net income was a
net-of-tax gain of EUR 29,047 thousand. The adjustment
to other comprehensive income did not have a material effect on
the Groups financial position.

NOTE 4:     MERGERS,
ACQUISITIONS AND DISPOSAL

On April 5, 2000, the Bank completed the
acquisition of 65% of the common stock of Stopanska Banka a.d.,
a commercial bank located in the Former Yugoslav Republic of
Macedonia with 97 branches and sub-branches. The
acquisition was accounted for under the purchase method. The
cost of acquiring Stopanska Banka, following a post acquisition
due diligence, was DEM 69.1 million
(EUR 35.33 million) and goodwill relating to the
acquisition amounted to EUR 12,350 thousand.

On July 15, 2000, the Bank completed the
acquisition of 89.9% of the common stock of United Bulgarian
Bank (UBB), a commercial bank located in Bulgaria
with 146 branches and sub-branches. The acquisition was
accounted for under the purchase method. The cost of acquiring
UBB was EUR 211,434 thousand and goodwill relating to
the acquisition amounted to EUR 92,323 thousand.

During 2000, the Group reduced its holding in the
consolidated subsidiaries Astir Palace Vouliagmenis S.A. from
100% to 78.8%, Protipos Ktimatiki from 100% to 71.4%, Ektenepol
Constructions from 100% to 71.3%

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SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

and Dionisos from 100% to 71.4%, respectively. As
a result of these transactions, the Group recognized a gain on
partial disposal of subsidiaries amounting to
EUR 87,800 thousand.

On May 8, 2002, Atlantic Bank of New York, 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. The
cost of acquiring Yonkers was US$67,300 thousand
(EUR 64,175 thousand) and goodwill relating to the
acquisition amounted to US$32,680 thousand
(EUR 31,162 thousand).

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. The cost of acquiring ETEBA was
EUR 50,955 thousand and goodwill relating to the
acquisition amounted to EUR 35,827 thousand. Upon
completion of the acquisition, the operations of ETEBA merged
into the Bank.

On December 05, 2002 the Bank merged its
operations with its 100% subsidiary BNG France.

NOTE 5:     CASH AND
DUE FROM BANKS

Cash and due from banks at December 31,
comprised:

|                                  |  |                    |           |      |  |  |         | 
|--------------------------------- |  | ------------------ | --------- | ---- |  |  | ------- | 
|                                  |  | 2001               |           | 2002
|                                  |  |                    |           |     
|                                  |  |                   
|                                  |  | (EUR in thousands)
|Current accounts with banks       |  |                    | 186,564   |      |  |  | 112,932 | 
|Cash and similar items            |  |                    | 1,036,163 |      |  |  | 607,044 | 
|Current account with central bank |  |                    | 66,161    |      |  |  | 43,153  | 
|Deposits accounts                 |  |                    | 7         |      |  |  | 1,051   | 
|Other                             |  |                    | 7,411     |      |  |  | 332     | 
|                                  |  |                    |           |      |  |  |         | 
|                                  |  |                    | 1,296,306 |      |  |  | 764,512 | 
|                                  |  |                    |           |      |  |  |         | 

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:     OBLIGATORY 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 through auctions held by the ECB (3.06%
at December 31, 2002). During 2000, Commercial banks were
also obliged to redeposit 60% of non-Eurozone currency deposits
while the remaining 40% could be freely administered. These
deposits were gradually released and finally made available for
free administration by March 27, 2002.

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SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|        |                                                                           
|------- | --------------------------------------------------------------------------
|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:

|                                                |  |                    |           |      |  |  |           | 
|----------------------------------------------- |  | ------------------ | --------- | ---- |  |  | --------- | 
|                                                |  | 2001               |           | 2002
|                                                |  |                    |           |     
|                                                |  |                   
|                                                |  | (EUR in thousands)
|Federal funds sold                              |  |                    |          |      |  |  | 4,768     | 
|Securities purchased under agreements to resell |  |                    | 2,121,388 |      |  |  | 4,740,175 | 
|                                                |  |                    |           |      |  |  |           | 
|                                                |  |                    | 2,121,388 |      |  |  | 4,744,943 | 
|                                                |  |                    |           |      |  |  |           | 

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.



|        |                                     
|------- | ------------------------------------
|NOTE 8: | INTEREST BEARING DEPOSITS WITH BANKS

Interest bearing deposits with banks at
December 31, comprised:

|                                                                          |  |                    |           |      |  |  |           | 
|------------------------------------------------------------------------- |  | ------------------ | --------- | ---- |  |  | --------- | 
|                                                                          |  | 2001               |           | 2002
|                                                                          |  |                    |           |     
|                                                                          |  |                   
|                                                                          |  | (EUR in thousands)
|Placements with central bank (in EUR, other than
    obligatory deposits) |  |                    | 1,014,003 |      |  |  |          | 
|Placements in EUR                                                         |  |                    | 3,989,400 |      |  |  | 2,824,144 | 
|Placements in other currencies                                            |  |                    | 2,547,404 |      |  |  | 2,662,788 | 
|                                                                          |  |                    |           |      |  |  |           | 
|                                                                          |  |                    | 7,550,807 |      |  |  | 5,486,932 | 
|                                                                          |  |                    |           |      |  |  |           | 
|Maturity analysis:                                                        |  |                    |           |      |  |  |           | 
|Up to 3 months                                                            |  |                    | 5,829,475 |      |  |  | 5,277,871 | 
|From 3 months to 1 year                                                   |  |                    | 1,719,962 |      |  |  | 201,533   | 
|Over 1 year                                                               |  |                    | 1,370     |      |  |  | 7,528     | 
|                                                                          |  |                    |           |      |  |  |           | 
|                                                                          |  |                    | 7,550,807 |      |  |  | 5,486,932 | 
|                                                                          |  |                    |           |      |  |  |           | 

NOTE 9:     MONEY
MARKET INVESTMENTS

Money market investments at December 31,
comprised:

|                       |  |                    |         |      |  |  |         | 
|---------------------- |  | ------------------ | ------- | ---- |  |  | ------- | 
|                       |  | 2001               |         | 2002
|                       |  |                    |         |     
|                       |  |                   
|                       |  | (EUR in thousands)
|Greek treasury bills   |  |                    | 111,093 |      |  |  | 47,134  | 
|Foreign treasury bills |  |                    | 39,727  |      |  |  | 67,273  | 
|Commercial paper       |  |                    | 17,790  |      |  |  | 11,041  | 
|Other                  |  |                    | 11,374  |      |  |  |        | 
|                       |  |                    |         |      |  |  |         | 
|Total                  |  |                    | 179,984 |      |  |  | 125,448 | 
|                       |  |                    |         |      |  |  |         | 

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

NOTE 10:     TRADING
ASSETS

Fair value of debt and equity assets held for
trading purposes at December 31, comprised:

|                                                                                  |  |                    |            |      |  |  |            | 
|--------------------------------------------------------------------------------- |  | ------------------ | ---------- | ---- |  |  | ---------- | 
|                                                                                  |  | 2001               |            | 2002
|                                                                                  |  |                    |            |     
|                                                                                  |  |                   
|                                                                                  |  | (EUR in thousands)
|Greek government bonds                                                            |  |                    | 12,681,367 |      |  |  | 12,921,289 | 
|Certificates of deposit, bankers
    acceptances and commercial paper            |  |                    | 292,519    |      |  |  | 145,766    | 
|Debt securities issued by other governments and
    public entities               |  |                    | 66,453     |      |  |  | 147,975    | 
|Debt securities issued by foreign financial
    institutions                      |  |                    | 562,717    |      |  |  | 640,172    | 
|Debt securities issued by Greek financial
    institutions incorporated in Greece |  |                    | 67,146     |      |  |  | 44,488     | 
|Corporate debt securities issued by companies
    incorporated in Greece          |  |                    | 320,907    |      |  |  | 340,254    | 
|Corporate debt securities issued by foreign
    companies                         |  |                    | 912,830    |      |  |  | 905,106    | 
|Equity securities issued by companies
    incorporated in Greece                  |  |                    | 294,018    |      |  |  | 127,986    | 
|Equity securities issued by foreign companies                                     |  |                    | 5,729      |      |  |  | 4,442      | 
|Other                                                                             |  |                    | 168,405    |      |  |  | 620        | 
|                                                                                  |  |                    |            |      |  |  |            | 
|Total                                                                             |  |                    | 15,372,091 |      |  |  | 15,278,098 | 
|                                                                                  |  |                    |            |      |  |  |            | 

Net unrealized gains/ (losses) on trading
instruments (debt, equity and derivatives) of EUR
(175,334) thousand and EUR (498,175) thousand were
included in earnings during 2001 and 2002, respectively.

On July 1, 2000, the Group reclassified its
entire held-to-maturity portfolio into the trading portfolio.
The amortized cost of the securities transferred amounted to EUR
5,006,632 thousand (EUR 5,032,848 thousand in 1999 and
EUR 5,006,216 thousand in 1998 respectively). The
unrealized gain on the date of transfer amounted to EUR
179,965 thousand (EUR 132,863 thousand in 1999 and EUR
179,076 thousand in 1998 respectively) and is included
under net trading profit/ loss.

The management of the Bank has decided not to
classify any bonds as held-to-maturity for a minimum period of
2 years, ending June 30, 2002.

NOTE 11:     DERIVATIVES

The Group designates a derivative as held for
trading or hedging purposes when it enters into a derivative
contract. Derivatives utilized by the Group include interest
rate, cross currency interest rate and foreign exchange swaps,
financial futures, outright foreign exchange forwards, credit
derivatives, 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. Credit derivatives are
contractual agreements that provide insurance against a credit
event of one or more referenced credits. The nature of the
credit event is established by the buyer and the seller at the
inception of the transaction, and such events include
bankruptcy, insolvency and failure to meet payment obligations
when due. The buyer of credit derivatives pays a period fee in
return for a contingent payment by the seller (insurer)
following a credit event. An option contract is an agreement
that conveys to the purchaser the right, but not the obligation,
to buy or

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

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 and any collateral
underlying the contracts proves to be of no value. 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 where appropriate. 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, 2001 and 2002 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.

|                                   |  |                    |            |                    |  |                 |         |        |  |  |           |  |  |  |        | 
|---------------------------------- |  | ------------------ | ---------- | ------------------ |  | --------------- | ------- | ------ |  |  | --------- |  |  |  | ------ | 
|                                   |  |                    |            |                   
|                                   |  | December 31, 2001  |            | December 31, 2002 
|                                   |  |                    |            |                   
|                                   |  | Contract/          |            | Credit             |  | Contract/       |         | Credit
|Derivative Assets(1)               |  | Notional Amount    |            | Risk               |  | Notional Amount |         | Risk  
|                                   |  |                    |            |                    |  |                 |         |       
|                                   |  |                    |            |                   
|                                   |  | (EUR in thousands) |            | (EUR in thousands)
|Cross currency interest rate swaps |  |                    | 205,033    |                    |  |                 | 2,058   |        |  |  | 282,508   |  |  |  | 2,035  | 
|Financial futures                  |  |                    | 4,299,727  |                    |  |                 | 58,685  |        |  |  | 389,479   |  |  |  | 3,529  | 
|Foreign exchange swaps             |  |                    | 3,996,003  |                    |  |                 | 79,354  |        |  |  | 1,537,363 |  |  |  | 34,349 | 
|Forward rate agreements            |  |                    | 352,980    |                    |  |                 | 1,418   |        |  |  | 97,678    |  |  |  | 115    | 
|Interest rate swaps                |  |                    | 767,102    |                    |  |                 | 15,302  |        |  |  | 930,201   |  |  |  | 23,310 | 
|Options                            |  |                    | 189,993    |                    |  |                 | 2,086   |        |  |  | 143,640   |  |  |  | 5,495  | 
|Outright foreign exchange forwards |  |                    | 388,044    |                    |  |                 | 8,009   |        |  |  | 403,698   |  |  |  | 6,792  | 
|                                   |  |                    |            |                    |  |                 |         |        |  |  |           |  |  |  |        | 
|Total                              |  |                    | 10,198,882 |                    |  |                 | 166,912 |        |  |  | 3,784,567 |  |  |  | 75,625 | 
|                                   |  |                    |            |                    |  |                 |         |        |  |  |           |  |  |  |        | 

|                                   |  |                    |           |                    |  |                 |         |       |  |  |            |  |  |  |         | 
|---------------------------------- |  | ------------------ | --------- | ------------------ |  | --------------- | ------- | ----- |  |  | ---------- |  |  |  | ------- | 
|                                   |  |                    |           |                   
|                                   |  | December 31, 2001  |           | December 31, 2002 
|                                   |  |                    |           |                   
|                                   |  | Contract/          |           | Fair               |  | Contract/       |         | Fair 
|Derivative Liabilities(1)          |  | Notional Amount    |           | Value              |  | Notional Amount |         | Value
|                                   |  |                    |           |                    |  |                 |         |      
|                                   |  |                    |           |                   
|                                   |  | (EUR in thousands) |           | (EUR in thousands)
|Credit derivatives                 |  |                    | 37,444    |                    |  |                 | 22,976  |       |  |  |           |  |  |  |        | 
|Cross currency interest rate swaps |  |                    | 588,816   |                    |  |                 | 80,116  |       |  |  | 366,628    |  |  |  | 54,249  | 
|Financial futures                  |  |                    | 28,924    |                    |  |                 | 144     |       |  |  | 6,172,694  |  |  |  | 136,680 | 
|Foreign exchange swaps             |  |                    | 3,897,538 |                    |  |                 | 82,650  |       |  |  | 2,676,496  |  |  |  | 44,590  | 
|Forward rate agreements            |  |                    | 905,018   |                    |  |                 | 1,532   |       |  |  | 97,678     |  |  |  | 136     | 
|Interest rate swaps                |  |                    | 1,982,632 |                    |  |                 | 81,018  |       |  |  | 4,754,472  |  |  |  | 227,510 | 
|Options                            |  |                    | 103,709   |                    |  |                 | 1,382   |       |  |  | 96,976     |  |  |  | 1,589   | 
|Outright foreign exchange forwards |  |                    | 320,977   |                    |  |                 | 4,247   |       |  |  | 458,103    |  |  |  | 7,184   | 
|                                   |  |                    |           |                    |  |                 |         |       |  |  |            |  |  |  |         | 
|Total                              |  |                    | 7,865,058 |                    |  |                 | 274,065 |       |  |  | 14,623,047 |  |  |  | 471,938 | 
|                                   |  |                    |           |                    |  |                 |         |       |  |  |            |  |  |  |         | 






|    |                                                   
|--- | --------------------------------------------------
|(1) | Includes both long and short derivative positions.

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The average fair value of derivative assets for
2001 and 2002 was EUR 95,809 thousand and
EUR 144,750 thousand, respectively. The average fair
value of derivative liabilities for 2001 and 2002 was
EUR 232,719 thousand and
EUR 326,091 thousand, respectively.

ASSET LIABILITY MANAGEMENT (ALM)
ACTIVITIES

Risk management interest rate contracts and
foreign exchange contracts are utilized 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 and exchange
rates. In 2002, the amount recognized by the Group in the
consolidated statement of income, which represented the
ineffective portion in assessing hedge effectiveness was not
significant. In 2001, there were no material gains or losses
recognized, which represented the ineffective portion of fair
value hedges.

Included in derivative assets and liabilities are
the following derivatives that were accounted for as fair value
hedges:

Fair value hedges (derivative
assets)

|                                   |  |                    |         |                    |  |                 |       |       |  |  |   |  |  |  |   | 
|---------------------------------- |  | ------------------ | ------- | ------------------ |  | --------------- | ----- | ----- |  |  | - |  |  |  | - | 
|                                   |  |                    |         |                   
|                                   |  | December 31, 2001  |         | December 31, 2002 
|                                   |  |                    |         |                   
|                                   |  | Contract/          |         | Fair               |  | Contract/       |       | Fair 
|                                   |  | Notional Amount    |         | Value              |  | Notional Amount |       | Value
|                                   |  |                    |         |                    |  |                 |       |      
|                                   |  |                    |         |                   
|                                   |  | (EUR in thousands) |         | (EUR in thousands)
|Cross currency interest rate swaps |  |                    | 19,076  |                    |  |                 | 912   |       |  |  |  |  |  |  |  | 
|Foreign exchange swaps             |  |                    | 181,452 |                    |  |                 | 1,005 |       |  |  |  |  |  |  |  | 
|Interest rate swaps                |  |                    | 6,999   |                    |  |                 | 172   |       |  |  |  |  |  |  |  | 
|                                   |  |                    |         |                    |  |                 |       |       |  |  |   |  |  |  |   | 
|Total                              |  |                    | 207,527 |                    |  |                 | 2,089 |       |  |  |  |  |  |  |  | 
|                                   |  |                    |         |                    |  |                 |       |       |  |  |   |  |  |  |   | 

Fair value hedges (derivative
liabilities)

|                                   |  |                    |         |                    |  |                 |        |       |  |  |           |  |  |  |        | 
|---------------------------------- |  | ------------------ | ------- | ------------------ |  | --------------- | ------ | ----- |  |  | --------- |  |  |  | ------ | 
|                                   |  |                    |         |                   
|                                   |  | December 31, 2001  |         | December 31, 2002 
|                                   |  |                    |         |                   
|                                   |  | Contract/          |         | Fair               |  | Contract/       |        | Fair 
|                                   |  | Notional Amount    |         | Value              |  | Notional Amount |        | Value
|                                   |  |                    |         |                    |  |                 |        |      
|                                   |  |                    |         |                   
|                                   |  | (EUR in thousands) |         | (EUR in thousands)
|Cross currency interest rate swaps |  |                    | 258,660 |                    |  |                 | 69,686 |       |  |  | 152,723   |  |  |  | 38,698 | 
|Foreign exchange swaps             |  |                    | 305,688 |                    |  |                 | 11,491 |       |  |  | 981,862   |  |  |  | 4,041  | 
|Interest rate swaps                |  |                    | 106,368 |                    |  |                 | 6,484  |       |  |  | 19,106    |  |  |  | 1,569  | 
|                                   |  |                    |         |                    |  |                 |        |       |  |  |           |  |  |  |        | 
|Total                              |  |                    | 670,716 |                    |  |                 | 87,661 |       |  |  | 1,153,691 |  |  |  | 44,308 | 
|                                   |  |                    |         |                    |  |                 |        |       |  |  |           |  |  |  |        | 

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|         |                                                       
|-------- | ------------------------------------------------------
|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:

|                                                                              |  |                    |           |            |  |            |         |       |  |  |          |   |  |  |           | 
|----------------------------------------------------------------------------- |  | ------------------ | --------- | ---------- |  | ---------- | ------- | ----- |  |  | -------- | - |  |  | --------- | 
|                                                                              |  |                   
|                                                                              |  | 2001              
|                                                                              |  |                   
|                                                                              |  |                    |           | Gross      |  | Gross      |         |      
|                                                                              |  | Amortized          |           | Unrealized |  | Unrealized |         | Fair 
|                                                                              |  | Cost               |           | Gains      |  | (Losses)   |         | Value
|                                                                              |  |                    |           |            |  |            |         |      
|                                                                              |  |                   
|                                                                              |  | (EUR in thousands)
|Available-for-sale securities                                                 |  |                    |           |            |  |            |         |       |  |  |          |   |  |  |           | 
|Greek government bonds                                                        |  |                    | 1,098,820 |            |  |            | 89,069  |       |  |  | (2,530   | ) |  |  | 1,185,359 | 
|Mortgage-backed securities                                                    |  |                    | 160,288   |            |  |            | 1,233   |       |  |  |         |   |  |  | 161,521   | 
|Collateralized mortgage obligations                                           |  |                    | 397,858   |            |  |            |        |       |  |  | (2,644   | ) |  |  | 395,214   | 
|Debt securities issued by other governments and
    public entities           |  |                    | 634,092   |            |  |            | 14,732  |       |  |  | (5,007   | ) |  |  | 643,817   | 
|Corporate debt securities issued by companies
    incorporated in Greece      |  |                    | 162,691   |            |  |            | 2,274   |       |  |  | (616     | ) |  |  | 164,349   | 
|Corporate debt securities issued by companies
    incorporated outside Greece |  |                    | 481,012   |            |  |            | 2,322   |       |  |  | (8,698   | ) |  |  | 474,636   | 
|Equity securities issued by companies
    incorporated in Greece              |  |                    | 202,729   |            |  |            | 6,377   |       |  |  | (73,723  | ) |  |  | 135,383   | 
|Equity securities issued by companies
    incorporated outside Greece         |  |                    | 4,916     |            |  |            | 76      |       |  |  | (1,033   | ) |  |  | 3,959     | 
|Other                                                                         |  |                    | 363,542   |            |  |            | 2,348   |       |  |  | (35,612  | ) |  |  | 330,278   | 
|                                                                              |  |                    |           |            |  |            |         |       |  |  |          |   |  |  |           | 
|Total available-for-sale securities                                           |  |                    | 3,505,948 |            |  |            | 118,431 |       |  |  | (129,863 | ) |  |  | 3,494,516 | 
|                                                                              |  |                    |           |            |  |            |         |       |  |  |          |   |  |  |           | 

|                                                                              |  |                    |           |            |  |            |         |       |  |  |          |   |  |  |           | 
|----------------------------------------------------------------------------- |  | ------------------ | --------- | ---------- |  | ---------- | ------- | ----- |  |  | -------- | - |  |  | --------- | 
|                                                                              |  |                   
|                                                                              |  | 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     | 
|Other                                                                         |  |                    | 470,717   |            |  |            | 5,435   |       |  |  | (47,640  | ) |  |  | 428,512   | 
|                                                                              |  |                    |           |            |  |            |         |       |  |  |          |   |  |  |           | 
|Total available-for-sale securities                                           |  |                    | 3,919,981 |            |  |            | 128,862 |       |  |  | (204,881 | ) |  |  | 3,843,962 | 
|                                                                              |  |                    |           |            |  |            |         |       |  |  |          |   |  |  |           | 

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Gross realized gains on sales of
available-for-sale securities totaled EUR 28,949 thousand and
EUR 18,412 thousand during 2001 and 2002, respectively. Gross
realized losses on sales of available-for-sale securities
totaled EUR 16,596 thousand and EUR 11,327 thousand during 2001
and 2002, respectively. The Group uses the average cost method
in determining the cost of securities sold.

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 7.6 years and 3.0 years, as of
December 31, 2001 and 2002, respectively.

On July 1, 2000, the Group reclassified its
entire held-to-maturity portfolio into the trading portfolio.
See Note 10: Trading assets.

The scheduled maturities of available-for-sale
securities at December 31, 2002 were as follows:

|                           |  |                               |           |            |  |  |           | 
|-------------------------- |  | ----------------------------- | --------- | ---------- |  |  | --------- | 
|                           |  |                              
|                           |  | Available-for-Sale Securities
|                           |  |                              
|                           |  | Amortized                     |           |           
|                           |  | Cost                          |           | Fair Value
|                           |  |                               |           |           
|                           |  |                              
|                           |  | (EUR in thousands)           
|Due in one year or less    |  |                               | 327,283   |            |  |  | 341,680   | 
|Due from one to five years |  |                               | 753,073   |            |  |  | 769,160   | 
|Due from five to ten years |  |                               | 690,415   |            |  |  | 719,288   | 
|Due after ten years        |  |                               | 1,405,817 |            |  |  | 1,451,669 | 
|                           |  |                               |           |            |  |  |           | 
|Total debt securities      |  |                               | 3,176,588 |            |  |  | 3,281,797 | 
|Other non debt securities  |  |                               | 743,393   |            |  |  | 562,165   | 
|                           |  |                               |           |            |  |  |           | 
|Total                      |  |                               | 3,919,981 |            |  |  | 3,843,962 | 
|                           |  |                               |           |            |  |  |           | 



|         |                          
|-------- | -------------------------
|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 27.06%
owned, publicly traded (on the Athens Stock Exchange) Greek
company and a leading producer of cement and related products.
At December 31, 2002 the quoted market value of the
Groups investment in AGET Heracles Cement Co. S.A. was EUR
117,088 thousand.

171



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The summarized financial information below
represents an aggregation of the Groups non- subsidiary
investees.

|                               |  |                    |         |                    |  |       |         |          |  |       |           |       |  |  |         |   |  |  |         |   |  |  |           |  
|------------------------------ |  | ------------------ | ------- | ------------------ |  | ----- | ------- | -------- |  | ----- | --------- | ----- |  |  | ------- | - |  |  | ------- | - |  |  | --------- | -
|                               |  |                   
|                               |  | December 31,      
|                               |  |                   
|                               |  |                    |         |                   
|                               |  | 2000               |         | 2001              
|                               |  |                    |         |                   
|                               |  | AGET               |         |                    |  | AGET  |         |         
|                               |  | Heracles           |         | Other              |  | Total |         | Heracles |  | Other |           | Total
|                               |  |                    |         |                    |  |       |         |          |  |       |           |      
|                               |  |                    |         |                   
|                               |  | (EUR in thousands) |         | (EUR in thousands)
|Recorded value                 |  |                    | 209,373 |                    |  |       | 58,946  |          |  |       | 268,319   |       |  |  | 206,747 |   |  |  | 61,203  |   |  |  | 267,950   |  
|Revenue                        |  |                    | 632,470 |                    |  |       | 556,399 |          |  |       | 1,188,869 |       |  |  | 481,048 |   |  |  | 595,275 |   |  |  | 1,076,323 |  
|Gross profit                   |  |                    | 147,398 |                    |  |       | 90,694  |          |  |       | 238,092   |       |  |  | 125,705 |   |  |  | 60,710  |   |  |  | 186,415   |  
|Net earnings                   |  |                    | 296     |                    |  |       | (6,738  | )        |  |       | (6,442    | )     |  |  | 15,962  |   |  |  | (15,087 | ) |  |  | 875       |  
|Groups equity in net earnings |  |                    | 80      |                    |  |       | 521     |          |  |       | 601       |       |  |  | 4,319   |   |  |  | (5,407  | ) |  |  | (1,088    | )
|Dividends                      |  |                    |        |                    |  |       | 3,357   |          |  |       | 3,357     |       |  |  | 10,662  |   |  |  | 1,625   |   |  |  | 12,287    |  
|% Holding                      |  |                    | 26.98   | %                  |  |       |         |          |  |       |           |       |  |  | 27.06   | % |  |  |         |   |  |  |           |  
|Balance Sheet data             |  |                    |         |                    |  |       |         |          |  |       |           |       |  |  |         |   |  |  |         |   |  |  |           |  
|Current assets                 |  |                    | 237,048 |                    |  |       | 402,521 |          |  |       | 639,569   |       |  |  | 200,828 |   |  |  | 375,048 |   |  |  | 575,876   |  
|Non-current assets             |  |                    | 238,612 |                    |  |       | 214,489 |          |  |       | 453,101   |       |  |  | 225,015 |   |  |  | 240,725 |   |  |  | 465,740   |  
|Current liabilities            |  |                    | 140,279 |                    |  |       | 348,296 |          |  |       | 488,575   |       |  |  | 129,758 |   |  |  | 365,550 |   |  |  | 495,308   |  
|Non-current liabilities        |  |                    | 132,232 |                    |  |       | 55,337  |          |  |       | 187,569   |       |  |  | 99,657  |   |  |  | 64,684  |   |  |  | 164,341   |  
|Net assets                     |  |                    | 203,149 |                    |  |       | 213,377 |          |  |       | 416,526   |       |  |  | 196,428 |   |  |  | 185,539 |   |  |  | 381,967   |  
|Groups equity in net assets   |  |                    | 54,810  |                    |  |       | 59,352  |          |  |       | 114,162   |       |  |  | 53,150  |   |  |  | 53,244  |   |  |  | 106,394   |  

|                               |  |                    |         |       |  |       |         |   |  |  |           | 
|------------------------------ |  | ------------------ | ------- | ----- |  | ----- | ------- | - |  |  | --------- | 
|                               |  |                   
|                               |  | December 31, 2002 
|                               |  |                   
|                               |  | AGET               |         |      
|                               |  | Heracles           |         | Other |  | Total
|                               |  |                    |         |       |  |      
|                               |  |                   
|                               |  | (EUR in thousands)
|Recorded value                 |  |                    | 217,176 |       |  |       | 51,964  |   |  |  | 269,140   | 
|Revenue                        |  |                    | 484,061 |       |  |       | 578,966 |   |  |  | 1,063,027 | 
|Gross profit                   |  |                    | 136,625 |       |  |       | 59,132  |   |  |  | 195,757   | 
|Net earnings                   |  |                    | 49,168  |       |  |       | (22,876 | ) |  |  | 26,292    | 
|Groups equity in net earnings |  |                    | 13,310  |       |  |       | (8,759  | ) |  |  | 4,551     | 
|Dividends                      |  |                    | 2,881   |       |  |       | 1,630   |   |  |  | 4,511     | 
|% Holding                      |  |                    | 27.07   | %     |  |       |         |   |  |  |           | 
|Balance Sheet data             |  |                    |         |       |  |       |         |   |  |  |           | 
|Current assets                 |  |                    | 208,152 |       |  |       | 411,084 |   |  |  | 619,236   | 
|Non-current assets             |  |                    | 252,035 |       |  |       | 243,766 |   |  |  | 495,801   | 
|Current liabilities            |  |                    | 128,769 |       |  |       | 383,039 |   |  |  | 511,808   | 
|Non-current liabilities        |  |                    | 86,427  |       |  |       | 80,761  |   |  |  | 167,188   | 
|Net assets                     |  |                    | 244,991 |       |  |       | 191,050 |   |  |  | 436,041   | 
|Groups equity in net assets   |  |                    | 66,319  |       |  |       | 53,888  |   |  |  | 120,207   | 

Other equity investments include Phosphate
Fertilizers Industry S.A. (24.23%), Larco Metallurgical S.A.
(36.43%), Siemens Industrial S.A. (30.00%), Planet Ernst &
Young S.A. (25.00%) and YES Leasing S.A. (49.00%).

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 is reviewed for
impairment.

172



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|         |                                    
|-------- | -----------------------------------
|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, 2001 comprised:

|                                |  |                    |            |         |  |       |           |   |  |  |            |  
|------------------------------- |  | ------------------ | ---------- | ------- |  | ----- | --------- | - |  |  | ---------- | -
|                                |  |                   
|                                |  | 2001              
|                                |  |                   
|                                |  | Greek              |            |        
|                                |  | residents          |            | Foreign |  | Total
|                                |  |                    |            |         |  |      
|                                |  |                   
|                                |  | (EUR in thousands)
|Consumer:                       |  |                    |            |         |  |       |           |   |  |  |            |  
|Residential mortgages           |  |                    | 4,521,013  |         |  |       | 178,301   |   |  |  | 4,699,314  |  
|Credit card                     |  |                    | 779,712    |         |  |       | 15,284    |   |  |  | 794,996    |  
|Auto financing                  |  |                    | 285,658    |         |  |       | 8,365     |   |  |  | 294,023    |  
|Other                           |  |                    | 733,510    |         |  |       | 222,159   |   |  |  | 955,669    |  
|                                |  |                    |            |         |  |       |           |   |  |  |            |  
|Total consumer                  |  |                    | 6,319,893  |         |  |       | 424,109   |   |  |  | 6,744,002  |  
|                                |  |                    |            |         |  |       |           |   |  |  |            |  
|Commercial:                     |  |                    |            |         |  |       |           |   |  |  |            |  
|Industry and mining             |  |                    | 1,870,698  |         |  |       | 922,745   |   |  |  | 2,793,443  |  
|Small scale industry            |  |                    | 687,044    |         |  |       | 34,028    |   |  |  | 721,072    |  
|Trade                           |  |                    | 2,032,191  |         |  |       | 446,364   |   |  |  | 2,478,555  |  
|Construction                    |  |                    | 148,244    |         |  |       | 137,201   |   |  |  | 285,445    |  
|Tourism                         |  |                    | 293,562    |         |  |       | 74,136    |   |  |  | 367,698    |  
|Shipping and transportation     |  |                    | 867,485    |         |  |       | 239,634   |   |  |  | 1,107,119  |  
|Mortgage                        |  |                    | 175,431    |         |  |       | 658,213   |   |  |  | 833,644    |  
|Public                          |  |                    | 3,653,439  |         |  |       | 73,530    |   |  |  | 3,726,969  |  
|Other                           |  |                    | 1,034,325  |         |  |       | 268,353   |   |  |  | 1,302,678  |  
|                                |  |                    |            |         |  |       |           |   |  |  |            |  
|Total commercial                |  |                    | 10,762,419 |         |  |       | 2,854,204 |   |  |  | 13,616,623 |  
|                                |  |                    |            |         |  |       |           |   |  |  |            |  
|Total loans                     |  |                    | 17,082,312 |         |  |       | 3,278,313 |   |  |  | 20,360,625 |  
|Unearned income                 |  |                    |           |         |  |       | (14,060   | ) |  |  | (14,060    | )
|                                |  |                    |            |         |  |       |           |   |  |  |            |  
|Loans, net of unearned income   |  |                    | 17,082,312 |         |  |       | 3,264,253 |   |  |  | 20,346,565 |  
|Less: Allowance for loan losses |  |                    | (758,742   | )       |  |       | (256,185  | ) |  |  | (1,014,927 | )
|                                |  |                    |            |         |  |       |           |   |  |  |            |  
|Total Net Loans                 |  |                    | 16,323,570 |         |  |       | 3,008,068 |   |  |  | 19,331,638 |  
|                                |  |                    |            |         |  |       |           |   |  |  |            |  

Loans made by the Group according to type of
loan, which represents the Groups concentration of credit
risks, 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 | 
|                      |  |                    |           |         |  |       |         |  |  |  |           | 

173



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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 |  
|                                |  |                    |            |         |  |       |           |   |  |  |            |  

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 103,798 thousand and numbered 2,186
in 2001 and EUR 245,004 thousand and numbered 11,722 in
2002. Interest on such loans is recognized on the accrual basis
and totaled EUR 4,358 thousand and EUR 14,751 thousand
in 2001 and 2002, respectively.

An analysis of the change in the allowance for
loan losses for the years ended December 31, follows:

|                                                                                    |            |                    |         |         |   |      |           |          |   |  |           |          |  
|----------------------------------------------------------------------------------- | ---------- | ------------------ | ------- | ------- | - | ---- | --------- | -------- | - |  | --------- | -------- | -
|                                                                                    |            | 2000               |         | 2001    |   | 2002
|                                                                                    |            |                    |         |         |   |     
|                                                                                    |            |                   
|                                                                                    |            | (EUR in thousands)
|Balance at January 1                                                                |            |                    | 798,008 |         |   |      | 973,211   |          |   |  | 1,014,927 |         
|Allowance (upon acquisition) attributable to
    companies acquired during the year |            |                    | 133,657 |         |   |      |          |          |   |  | 2,474     |         
|Allowance for loan losses                                                           |            |                    | 107,348 |         |   |      | 170,786   |          |   |  | 143,391   |         
|                                                                                    | Write-offs |                    |         | (50,350 | ) |      |           | (133,797 | ) |  |           | (111,884 | )
|                                                                                    | Recoveries |                    |         | 1,455   |   |      |           | 3,540    |   |  |           | 2,480    |  
|                                                                                    |            |                    |         |         |   |      |           |          |   |  |           |         
|Net Write-offs                                                                      |            |                    | (48,895 | )       |   |      | (130,257  | )        |   |  | (109,404  | )       
|Translation differences                                                             |            |                    | (16,907 | )       |   |      | 1,187     |          |   |  | (40,243   | )       
|                                                                                    |            |                    |         |         |   |      |           |          |   |  |           |         
|Allowance at December 31,                                                           |            |                    | 973,211 |         |   |      | 1,014,927 |          |   |  | 1,011,145 |         
|                                                                                    |            |                    |         |         |   |      |           |          |   |  |           |         

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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:

|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|------------------------------- |  | ------------------ | --------- | ------- |  | ----- | -------- | - |  |  | --------- | -
|                                |  |                   
|                                |  | 2001              
|                                |  |                   
|                                |  | Greek              |           |        
|                                |  | residents          |           | Foreign |  | Total
|                                |  |                    |           |         |  |      
|                                |  |                   
|                                |  | (EUR in thousands)
|Consumer:                       |  |                    |           |         |  |       |          |   |  |  |           |  
|Residential mortgages           |  |                    | 253,051   |         |  |       | 535      |   |  |  | 253,586   |  
|Credit card                     |  |                    | 75,912    |         |  |       | 10,605   |   |  |  | 86,517    |  
|Auto financing                  |  |                    | 19        |         |  |       | 21       |   |  |  | 40        |  
|Other                           |  |                    | 47,325    |         |  |       | 10,580   |   |  |  | 57,905    |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|Total consumer                  |  |                    | 376,307   |         |  |       | 21,741   |   |  |  | 398,048   |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|Commercial:                     |  |                    |           |         |  |       |          |   |  |  |           |  
|Industry and mining             |  |                    | 191,754   |         |  |       | 111,954  |   |  |  | 303,708   |  
|Small scale industry            |  |                    | 93,992    |         |  |       | 3,202    |   |  |  | 97,194    |  
|Trade                           |  |                    | 147,541   |         |  |       | 36,829   |   |  |  | 184,370   |  
|Construction                    |  |                    | 17,984    |         |  |       | 9,794    |   |  |  | 27,778    |  
|Tourism                         |  |                    | 105,555   |         |  |       | 2,546    |   |  |  | 108,101   |  
|Shipping and transportation     |  |                    | 44,596    |         |  |       | 64,215   |   |  |  | 108,811   |  
|Mortgage                        |  |                    | 31,155    |         |  |       | 13,602   |   |  |  | 44,757    |  
|Public                          |  |                    | 2,442     |         |  |       | 34,307   |   |  |  | 36,749    |  
|Other                           |  |                    | 41,031    |         |  |       | 20,453   |   |  |  | 61,484    |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|Total commercial                |  |                    | 676,050   |         |  |       | 296,902  |   |  |  | 972,952   |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|Total loans                     |  |                    | 1,052,357 |         |  |       | 318,643  |   |  |  | 1,371,000 |  
|Less: Allowance for loan losses |  |                    | (653,825  | )       |  |       | (246,063 | ) |  |  | (899,888  | )
|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|                                |  |                    | 398,532   |         |  |       | 72,580   |   |  |  | 471,112   |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|Average balance                 |  |                    |           |         |  |       |          |   |  |  | 1,427,932 |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|Interest recognized             |  |                    |           |         |  |       |          |   |  |  | 48,614    |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  

175



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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:

|                                |  |                    |           |         |  |       |          |   |  |  |           |  
|------------------------------- |  | ------------------ | --------- | ------- |  | ----- | -------- | - |  |  | --------- | -
|                                |  |                   
|                                |  | 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    |  
|                                |  |                    |           |         |  |       |          |   |  |  |           |  

NOTE
15:     GOODWILL, SOFTWARE AND OTHER
INTANGIBLES

In accordance with SFAS 142, no goodwill
amortization was recorded in 2002. Goodwill amortization expense
in 2001 was approximately Euro 30,624 thousand. Net income
in 2001 was Euro 204,974 thousand or Euro 0.87 per
share (Euro 0.87 per share diluted). Net income adjusted to
exclude goodwill amortization expense would have been
Euro 235,598 thousand or Euro 1.00 per share
(Euro 1.00 per share diluted) in 2001. The impact of
goodwill amortization on net income in 2001 was Euro 30,624
thousand or Euro 0.13 per share (basic and diluted).
Goodwill amortization expense in 2000 was Euro 35,381
thousand. Net income in 2000 was Euro 372,791 thousand or
Euro 1.57 per share (Euro 1.57 per share diluted). Net
income adjusted to exclude goodwill amortization expense would
have been Euro 408,172 thousand or Euro 1.72 per share
(Euro 1.72 per share diluted) in 2000. The impact of
goodwill amortization on net income in 2000 was Euro 35,381
thousand or

176



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Euro 0.15 per share (Euro 0.15 per
share diluted). The table below presents the allocation of
goodwill by segment for December 31:

|                                    |  |                    |         |      |  |  |         | 
|----------------------------------- |  | ------------------ | ------- | ---- |  |  | ------- | 
|                                    |  | 2001               |         | 2002
|                                    |  |                    |         |     
|                                    |  |                   
|                                    |  | (EUR in thousands)
|Banking  Greek                     |  |                    | 27,948  |      |  |  | 27,948  | 
|Banking  Foreign(1)                |  |                    | 108,785 |      |  |  | 138,517 | 
|Investment Banking(2)               |  |                    | 84,778  |      |  |  | 120,605 | 
|Global Investment & Private Banking |  |                    | 8,650   |      |  |  | 8,650   | 
|Investment Activities               |  |                    | 1,310   |      |  |  |        | 
|Insurance                           |  |                    | 25,770  |      |  |  | 25,770  | 
|Other  Greek                       |  |                    | 92,141  |      |  |  | 90,643  | 
|                                    |  |                    |         |      |  |  |         | 
|Total                               |  |                    | 349,382 |      |  |  | 412,133 | 
|                                    |  |                    |         |      |  |  |         | 






|    |                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------
|(1) | Reflecting a Euro 31,162 thousand addition
    representing the acquisition of Yonkers Financial Corporation.
|   
|(2) | Reflecting a Euro 35,827 thousand addition
    representing the acquisition of ETEBA.                        

The gross carrying amount and accumulated
amortization related to software and other intangibles at
December 31, are presented below:

|                  |  |          |         |              |  |          |        |              |  |  |         |  |  |  |        | 
|----------------- |  | -------- | ------- | ------------ |  | -------- | ------ | ------------ |  |  | ------- |  |  |  | ------ | 
|                  |  |          |         |             
|                  |  | 2001     |         | 2002        
|                  |  |          |         |             
|                  |  | Gross    |         |              |  | Gross    |        |             
|                  |  | Carrying |         | Accumulated  |  | Carrying |        | Accumulated 
|                  |  | Amount   |         | Amortization |  | Amount   |        | Amortization
|                  |  |          |         |              |  |          |        |             
|Software          |  |          | 107,191 |              |  |          | 61,402 |              |  |  | 147,546 |  |  |  | 89,707 | 
|Other Intangibles |  |          |        |              |  |          |       |              |  |  | 7,121   |  |  |  | 1,801  | 
|                  |  |          |         |              |  |          |        |              |  |  |         |  |  |  |        | 
|Total             |  |          | 107,191 |              |  |          | 61,402 |              |  |  | 154,667 |  |  |  | 91,508 | 
|                  |  |          |         |              |  |          |        |              |  |  |         |  |  |  |        | 

Amortization expense on software and other
intangibles was EUR 27,081 thousand, EUR 31,956 thousand and EUR
42,017 thousand in 2000, 2001 and 2002 respectively.

NOTE 16:     PREMISES
AND EQUIPMENT AND LEASE COMMITMENTS

Premises and equipment at December 31,
comprised:

|                                  |  |                    |           |      |  |  |           |  
|--------------------------------- |  | ------------------ | --------- | ---- |  |  | --------- | -
|                                  |  | 2001               |           | 2002
|                                  |  |                    |           |     
|                                  |  |                   
|                                  |  | (EUR in thousands)
|Land                              |  |                    | 171,174   |      |  |  | 180,921   |  
|Buildings                         |  |                    | 459,752   |      |  |  | 493,516   |  
|Furniture, fittings and machinery |  |                    | 167,931   |      |  |  | 146,531   |  
|Leasehold improvements            |  |                    | 12,710    |      |  |  | 11,050    |  
|Office equipment                  |  |                    | 234,958   |      |  |  | 265,600   |  
|Vehicles                          |  |                    | 10,786    |      |  |  | 11,068    |  
|Other                             |  |                    | 67,600    |      |  |  | 91,834    |  
|                                  |  |                    |           |      |  |  |           |  
|Total, at cost                    |  |                    | 1,124,911 |      |  |  | 1,200,520 |  
|Less: accumulated depreciation    |  |                    | (517,216  | )    |  |  | (574,457  | )
|                                  |  |                    |           |      |  |  |           |  
|Net book value                    |  |                    | 607,695   |      |  |  | 626,063   |  
|                                  |  |                    |           |      |  |  |           |  

177



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Certain Group premises and equipment are leased
under various operating leases. Rental expense was
EUR 28,698 thousand, EUR 29,362 thousand and
EUR 35,979 thousand for the years ended December 31,
2000, 2001 and 2002, 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)
|2003                         |  |                    | 22,660  | 
|2004                         |  |                    | 20,611  | 
|2005                         |  |                    | 18,970  | 
|2006                         |  |                    | 16,777  | 
|2007                         |  |                    | 16,477  | 
|Thereafter                   |  |                    | 44,481  | 
|                             |  |                    |         | 
|Total minimum lease payments |  |                    | 139,976 | 
|                             |  |                    |         | 

NOTE 17:     OTHER
ASSETS

Other assets at December 31, comprised:

|                                                                      |  |                    |           |      |  |  |           | 
|--------------------------------------------------------------------- |  | ------------------ | --------- | ---- |  |  | --------- | 
|                                                                      |  | 2001               |           | 2002
|                                                                      |  |                    |           |     
|                                                                      |  |                   
|                                                                      |  | (EUR in thousands)
|Assets acquired through foreclosure proceedings                       |  |                    | 101,107   |      |  |  | 94,717    | 
|Accounts receivable of non-financial services
    sector subsidiaries |  |                    | 340,127   |      |  |  | 309,017   | 
|Deferred tax assets                                                   |  |                    | 293,642   |      |  |  | 347,251   | 
|Amounts due from parties with collection
    agreements               |  |                    | 13,782    |      |  |  | 18,212    | 
|Taxes withheld                                                        |  |                    | 187,222   |      |  |  | 197,895   | 
|European Re-development Fund                                          |  |                    | 80,257    |      |  |  | 40,196    | 
|Amounts receivable from sales of bonds                                |  |                    | 508,122   |      |  |  | 991,886   | 
|Other                                                                 |  |                    | 950,828   |      |  |  | 927,068   | 
|                                                                      |  |                    |           |      |  |  |           | 
|Total                                                                 |  |                    | 2,475,087 |      |  |  | 2,926,242 | 
|                                                                      |  |                    |           |      |  |  |           | 

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, 2001 and 2002, the fair value of this
collateral was approximately EUR 1,846,800 thousand
and EUR 21,000 thousand, respectively, all of which
could be sold or repledged. None of this collateral was sold or
repledged.

At December 31, 2001 and 2002, the Group had
pledged bonds of EUR 5,466,204 thousand and
EUR 1,838,630 thousand, respectively, to the central
bank to increase borrowing capacity.

At December 31, 2001 and 2002, assets,
principally securities, amounting to
EUR 444,194 thousand and
EUR 731,273 thousand, respectively, were pledged to
secure public deposits and for other purposes.

In addition, the Group obtains collateral in
connection with its derivative activities. Required collateral
levels vary depending on credit risk rating and type of
counterparty. Generally, the Group accepts collateral in the
form of cash and other marketable securities.

178



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

NOTE
19:     DEPOSITS

The aggregate amount of short-term certificates
of deposit, each with a minimum denomination of EUR 95,000,
which approximates US$ 100,000, was EUR 247,733
thousand at December 31, 2002.

At December 31, 2002, interest-bearing
deposits with scheduled maturities in excess of one year were
EUR 170,539 thousand.

Deposits made by Greek residents and foreign
customers at December 31, comprised:

|                                    |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |            | 
|----------------------------------- | ------------ | ------------------ | ---------- | ------------------ |  | ----- | --------- | --------- |  | ------- | ---------- | ---------- |  |  | ---------- | ---------- |  |  | --------- | --------- |  |  | ---------- | ---------- | 
|                                    |              |                    |            |                   
|                                    |              | 2001               |            | 2002              
|                                    |              |                    |            |                   
|                                    |              | Greek              |            |                    |  | Greek |           |          
|                                    |              | residents          |            | Foreign            |  | Total |           | residents |  | Foreign |            | Total     
|                                    |              |                    |            |                    |  |       |           |           |  |         |            |           
|                                    |              |                    |            |                   
|                                    |              | (EUR in thousands) |            | (EUR in thousands)
|Interest bearing:                   |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           
|Public sector                       |              |                    | 96,285     |                    |  |       | 413,605   |           |  |         | 509,890    |            |  |  | 48,231     |            |  |  | 239,859   |           |  |  | 288,090    |           
|Private sector                      |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           
|                                    | Corporations |                    |            | 843,363            |  |       |           | 964,381   |  |         |            | 1,807,744  |  |  |            | 1,147,176  |  |  |           | 740,155   |  |  |            | 1,887,331  | 
|                                    | Individuals  |                    |            | 29,050,763         |  |       |           | 2,856,220 |  |         |            | 31,906,983 |  |  |            | 28,093,729 |  |  |           | 3,025,075 |  |  |            | 31,118,804 | 
|Interbank                           |              |                    | 1,498,576  |                    |  |       | 1,595,146 |           |  |         | 3,093,722  |            |  |  | 1,805,459  |            |  |  | 1,149,174 |           |  |  | 2,954,633  |           
|Other                               |              |                    | 175,372    |                    |  |       | 53,344    |           |  |         | 228,716    |            |  |  | 425,365    |            |  |  | 53,124    |           |  |  | 478,489    |           
|                                    |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           
|Total interest bearing deposits     |              |                    | 31,664,359 |                    |  |       | 5,882,696 |           |  |         | 37,547,055 |            |  |  | 31,519,960 |            |  |  | 5,207,387 |           |  |  | 36,727,347 |           
|                                    |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           
|Non-interest bearing:               |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           
|Public sector                       |              |                    | 1,582,104  |                    |  |       | 1,274     |           |  |         | 1,583,378  |            |  |  | 1,352,685  |            |  |  | 5,923     |           |  |  | 1,358,608  |           
|Private sector                      |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           
|                                    | Corporations |                    |            | 1,187,460          |  |       |           | 310,139   |  |         |            | 1,497,599  |  |  |            | 1,080,131  |  |  |           | 297,141   |  |  |            | 1,377,272  | 
|                                    | Individuals  |                    |            | 220,053            |  |       |           | 117,955   |  |         |            | 338,008    |  |  |            | 221,004    |  |  |           | 127,367   |  |  |            | 348,371    | 
|Interbank                           |              |                    | 152,478    |                    |  |       | 4,367     |           |  |         | 156,845    |            |  |  | 140,913    |            |  |  | 175,338   |           |  |  | 316,251    |           
|Other                               |              |                    | 171,272    |                    |  |       | 24,108    |           |  |         | 195,380    |            |  |  | 139,771    |            |  |  | 21,213    |           |  |  | 160,984    |           
|                                    |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           
|Total non-interest bearing deposits |              |                    | 3,313,367  |                    |  |       | 457,843   |           |  |         | 3,771,210  |            |  |  | 2,934,504  |            |  |  | 626,982   |           |  |  | 3,561,486  |           
|                                    |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           
|Total:                              |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           
|Public sector                       |              |                    | 1,678,389  |                    |  |       | 414,879   |           |  |         | 2,093,268  |            |  |  | 1,400,916  |            |  |  | 245,782   |           |  |  | 1,646,698  |           
|Private sector                      |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           
|                                    | Corporations |                    |            | 2,030,823          |  |       |           | 1,274,520 |  |         |            | 3,305,343  |  |  |            | 2,227,307  |  |  |           | 1,037,296 |  |  |            | 3,264,603  | 
|                                    | Individuals  |                    |            | 29,270,816         |  |       |           | 2,974,175 |  |         |            | 32,244,991 |  |  |            | 28,314,733 |  |  |           | 3,152,442 |  |  |            | 31,467,175 | 
|Interbank                           |              |                    | 1,651,054  |                    |  |       | 1,599,513 |           |  |         | 3,250,567  |            |  |  | 1,946,372  |            |  |  | 1,324,512 |           |  |  | 3,270,884  |           
|Other                               |              |                    | 346,644    |                    |  |       | 77,452    |           |  |         | 424,096    |            |  |  | 565,136    |            |  |  | 74,337    |           |  |  | 639,473    |           
|                                    |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           
|Total deposits                      |              |                    | 34,977,726 |                    |  |       | 6,340,539 |           |  |         | 41,318,265 |            |  |  | 34,454,464 |            |  |  | 5,834,369 |           |  |  | 40,288,833 |           
|                                    |              |                    |            |                    |  |       |           |           |  |         |            |            |  |  |            |            |  |  |           |           |  |  |            |           

179



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|         |                        
|-------- | -----------------------
|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.

|                                                                |  |      |        |      |  |  |        | 
|--------------------------------------------------------------- |  | ---- | ------ | ---- |  |  | ------ | 
|                                                                |  | 2001 |        | 2002
|                                                                |  |      |        |     
|Weighted average rate at year end                               |  |      | 10.31% |      |  |  | 14.50% | 
|Weighted average rate, annual                                   |  |      | 9.71%  |      |  |  | 9.70%  | 
|Average balance outstanding during the year in
    EUR thousand |  |      | 75,235 |      |  |  | 52,967 | 
|Maximum month-end amount during the period in EUR
    thousand  |  |      | 95,001 |      |  |  | 63,310 | 



|         |                                                                               
|-------- | ------------------------------------------------------------------------------
|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:

|                                                |                                                |                    |           |           |  |  |           |            | 
|----------------------------------------------- | ---------------------------------------------- | ------------------ | --------- | --------- |  |  | --------- | ---------- | 
|                                                |                                                | 2001               |           | 2002     
|                                                |                                                |                    |           |          
|                                                |                                                |                   
|                                                |                                                | (EUR in thousands)
|Federal funds purchased                         |                                                |                    | 6,809     |           |  |  |          |           
|Securities sold under agreements to repurchase  |                                                |                    | 6,380,673 |           |  |  | 8,278,892 |           
|                                                |                                                |                    |           |           |  |  |           |           
|                                                |                                                |                    | 6,387,482 |           |  |  | 8,278,892 |           
|                                                |                                                |                    |           |           |  |  |           |           
|Securities sold under agreements to repurchase: |                                                |                    |           |           |  |  |           |           
|                                                | Average outstanding during the year            |                    |           | 4,963,839 |  |  |           | 7,707,751  | 
|                                                | Weighted average interest rate during the year |                    |           | 4.22%     |  |  |           | 3.04%      | 
|                                                | Weighted average interest rate at year end     |                    |           | 3.36%     |  |  |           | 2.92%      | 
|                                                | Amount outstanding at month end:               |                    |           |           |  |  |           |            | 
|                                                | January                                        |                    |           | 4,728,719 |  |  |           | 5,965,757  | 
|                                                | February                                       |                    |           | 5,093,279 |  |  |           | 5,817,384  | 
|                                                | March                                          |                    |           | 4,587,418 |  |  |           | 6,334,987  | 
|                                                | April                                          |                    |           | 4,778,367 |  |  |           | 6,537,341  | 
|                                                | May                                            |                    |           | 4,774,448 |  |  |           | 7,150,147  | 
|                                                | June                                           |                    |           | 4,437,754 |  |  |           | 7,784,377  | 
|                                                | July                                           |                    |           | 4,724,488 |  |  |           | 8,124,523  | 
|                                                | August                                         |                    |           | 4,827,116 |  |  |           | 8,157,227  | 
|                                                | September                                      |                    |           | 5,091,407 |  |  |           | 8,813,565  | 
|                                                | October                                        |                    |           | 5,692,271 |  |  |           | 9,192,796  | 
|                                                | November                                       |                    |           | 5,671,960 |  |  |           | 10,832,443 | 

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 6 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 51,630 thousand and EUR 28,586 thousand in 2001
and 2002, respectively. The weighted average interest rates were
4.6% in 2001 and 3.41% in 2002. The remainder of the balance,
EUR 62,662 thousand in 2001 and EUR 207,872 thousand
in 2002, represents miscellaneous borrowings of various
subsidiaries, which carried an average interest rate of 5.8% for
2001 and 2.7% for 2002.

180



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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:

|                                                                   |  |                    |           |      |  |  |           | 
|------------------------------------------------------------------ |  | ------------------ | --------- | ---- |  |  | --------- | 
|                                                                   |  | 2001               |           | 2002
|                                                                   |  |                    |           |     
|                                                                   |  |                   
|                                                                   |  | (EUR in thousands)
|Accrued expenses and deferred income                               |  |                    | 152,232   |      |  |  | 65,798    | 
|Amounts due to re-insurers                                         |  |                    | 32,009    |      |  |  | 30,793    | 
|Income and other taxes payable                                     |  |                    | 331,017   |      |  |  | 215,666   | 
|Accounts payable and other                                         |  |                    | 845,320   |      |  |  | 790,587   | 
|Securities payable                                                 |  |                    | 1,027,956 |      |  |  | 600,711   | 
|Accrued interest and commissions                                   |  |                    | 173,773   |      |  |  | 163,185   | 
|Deferred tax liability                                             |  |                    | 347,897   |      |  |  | 332,605   | 
|Amounts due to third-parties under collection
    agreements       |  |                    | 431,439   |      |  |  | 112,705   | 
|Provision for pensions                                             |  |                    | 47,660    |      |  |  | 115,500   | 
|Provision for other retirement benefits                            |  |                    | 217,168   |      |  |  | 3,000     | 
|Dividends payable                                                  |  |                    | 10,603    |      |  |  | 13,136    | 
|Accounts payable of non-financial services sector
    subsidiaries |  |                    | 11,111    |      |  |  | 8,176     | 
|Amounts due to government agencies                                 |  |                    | 32,161    |      |  |  | 26,242    | 
|Payroll related accruals                                           |  |                    | 17,212    |      |  |  | 11,498    | 
|European Re-development Fund                                       |  |                    | 80,255    |      |  |  | 40,196    | 
|                                                                   |  |                    |           |      |  |  |           | 
|                                                                   |  |                    | 3,757,813 |      |  |  | 2,529,798 | 
|                                                                   |  |                    |           |      |  |  |           | 

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,
|                                                                                |                                                                                             |                        
|                                                                                |                                                                                             | 2000                    |          | 2001     |   | 2002
|                                                                                |                                                                                             |                         |          |          |   |     
|                                                                                |                                                                                             |                        
|                                                                                |                                                                                             | (EUR in thousands)     
|Reserve for unpaid claims and claim adjustment
    expenses as at January 1,    |                                                                                             |                         | 450,550  |          |   |      | 443,243  |          |   |  | 429,350  |         
|Incurred claims and claim adjustment expenses:                                  |                                                                                             |                         |          |          |   |      |          |          |   |  |          |         
|                                                                                | Provision for insured events of the current year                                            |                         |          | 167,886  |   |      |          | 169,573  |   |  |          | 198,264  |  
|                                                                                | Change in provision for insured events of prior
    years                                   |                         |          | (16,188  | ) |      |          | 2,128    |   |  |          | (25,001  | )
|                                                                                |                                                                                             |                         |          |          |   |      |          |          |   |  |          |         
|Total incurred claims and claim adjustment
    expenses                         |                                                                                             |                         | 151,698  |          |   |      | 171,701  |          |   |  | 173,263  |         
|Payments                                                                        |                                                                                             |                         |          |          |   |      |          |          |   |  |          |         
|                                                                                | Claims and claim adjustment expenses attributable
    to insured events of the current year |                         |          | (63,040  | ) |      |          | (69,925  | ) |  |          | (78,735  | )
|                                                                                | Claims and claim adjustment expenses attributable
    to insured events of prior years      |                         |          | (126,544 | ) |      |          | (108,860 | ) |  |          | (113,649 | )
|                                                                                |                                                                                             |                         |          |          |   |      |          |          |   |  |          |         
|Total payments                                                                  |                                                                                             |                         | (189,584 | )        |   |      | (178,785 | )        |   |  | (192,384 | )       
|Changes in unearned premium reserves                                            |                                                                                             |                         | 30,579   |          |   |      | (6,809   | )        |   |  | 15,720   |         
|                                                                                |                                                                                             |                         |          |          |   |      |          |          |   |  |          |         
|Reserves for unpaid claims and claim adjustment
    expenses as at December 31, |                                                                                             |                         | 443,243  |          |   |      | 429,350  |          |   |  | 425,949  |         
|                                                                                |                                                                                             |                         |          |          |   |      |          |          |   |  |          |         

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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, 2002 comprised:

|                      |               |                   |       |           |  |         |         |         |  |  |        |        |  |  |         |         | 
|--------------------- | ------------- | ----------------- | ----- | --------- |  | ------- | ------- | ------- |  |  | ------ | ------ |  |  | ------- | ------- | 
|                      |               | Under             |       |           |  | After   |         |        
|                      |               | 1 year            |       | 1-5 years |  | 5 years |         | TOTAL  
|                      |               |                   |       |           |  |         |         |        
|                      |               |                  
|                      |               | (EUR in millions)
|By remaining maturity |               |                   |       |           |  |         |         |         |  |  |        |        |  |  |         |        
|Senior Debt:          |               |                   |       |           |  |         |         |         |  |  |        |        |  |  |         |        
|                      | Fixed Rate    |                   |       | 3,252     |  |         |         | 20,260  |  |  |        | 10,761 |  |  |         | 34,273  | 
|                      | Variable Rate |                   |       | 6,645     |  |         |         | 20,236  |  |  |        | 5,215  |  |  |         | 32,096  | 
|Subordinated Debt:    |               |                   |       |           |  |         |         |         |  |  |        |        |  |  |         |        
|                      | Variable Rate |                   |       |          |  |         |         | 747,578 |  |  |        |       |  |  |         | 747,578 | 
|                      |               |                   |       |           |  |         |         |         |  |  |        |        |  |  |         |        
|Total                 |               |                   | 9,897 |           |  |         | 788,074 |         |  |  | 15,976 |        |  |  | 813,947 |        
|                      |               |                   |       |           |  |         |         |         |  |  |        |        |  |  |         |        

Senior fixed rate debt

The Groups senior fixed rate debt of EUR
34,273 thousand at December 31, 2002 matures through
2028 and pays interest either semi-annually or annually. Debt
denominated in EUR amounting to 32,898 thousand had a
weighted average interest rate of 5.37%; Great Britain pounds
denominated debt (converted to EUR 1,375 thousand) had a
weighted average interest rate of 2.50%.

Senior variable rate debt

The Groups senior variable rate debt at
December 31, 2002 of EUR 32,096 thousand is
denominated in EUR, carries a weighted average interest rate
of 2.99%, matures through 2007 and pays interest
semi-annually.

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 25, 2002. The notes may be
redeemed at the option of the Bank after June 2007. The notes
carry interest not materially different from EURIBOR (2.87% at
December 31, 2002) 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.

NOTE 26:     MANDATORILY
CONVERTIBLE BOND

In August 1996, the Bank issued to the Hellenic
Republic 8,076,370 mandatorily convertible bonds in five
tranches of 1,615,274 bonds each at a par value of
EUR 37.1. Each bond converts into four common shares at
maturity (after giving effect to the four-for-one stock split in
January 1999). At the time of issuance of the bonds, the par
value of the bonds exceeded the market value of the shares.
Beginning in 1997, one tranche of the bonds

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

matured annually on November 15, with the
final tranche matured on November 15, 2001. Interest on the
bonds was due annually on November 15 and accrued according
to each tranches maturity date (8%, 7%, 6%, 5% and 5% for
the tranches that matured in 1997, 1998, 1999, 2000 and 2001,
respectively).

On December 13, 2000, the Bank acquired from
the Hellenic Republic the final tranche of the bonds, which
matured on November 15, 2001. On the date of acquisition,
the bonds had a book value of EUR 59,970 thousand and were
acquired for EUR 251,994 thousand. Under APB 26 Early
Extinguishment of Debt, the transaction is treated as
early extinguishment of debt acquired from a related party. The
transaction is accounted for as an equity transaction and the
loss thus arising, amounting to EUR 192,023 thousand, is
included under additional paid in capital. The transaction was
endorsed by Greek Law, under which the bonds must be converted
into common stock of the Bank; hence on November 15, 2001,
the bonds were converted into common shares of the bank and were
then immediately cancelled.

NOTE 27:     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, 2001 and 2002.

|                                                                        |                                                                |                         |  |           |           |  |  |           |           | 
|----------------------------------------------------------------------- | -------------------------------------------------------------- | ----------------------- |  | --------- | --------- |  |  | --------- | --------- | 
|                                                                        |                                                                | 2001                    |  | 2002     
|                                                                        |                                                                |                         |  |          
|                                                                        |                                                                |                        
|                                                                        |                                                                | (EUR in thousands)     
|Financial instruments whose contract amounts
    represent credit risk: |                                                                |                         |  |           |           |  |  |          
|                                                                        | Commitments to extend credit:                                  |                         |  |           |           |  |  |           |          
|                                                                        |                                                                | Commercial and personal |  |           | 9,089,762 |  |  |           | 8,732,698 | 
|                                                                        |                                                                | Commercial real estate  |  |           | 54,712    |  |  |           | 40,810    | 
|                                                                        |                                                                | Residential real estate |  |           | 11,160    |  |  |           | 185,063   | 
|                                                                        | Commercial letters of credit                                   |                         |  | 262,512   |           |  |  | 207,380   |          
|                                                                        | Standby letters of credit and financial
    guarantees written |                         |  | 2,038,242 |           |  |  | 2,243,418 |          

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.

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

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 matters is not
expected to have a material adverse effect on the consolidated
financial condition of the Group.

NOTE 28:     OTHER
NON-INTEREST INCOME

Other non-interest income at December 31,
comprised:

|                              |  |                    |         |      |  |      |         |  |  |  |         | 
|----------------------------- |  | ------------------ | ------- | ---- |  | ---- | ------- |  |  |  | ------- | 
|                              |  | 2000               |         | 2001 |  | 2002
|                              |  |                    |         |      |  |     
|                              |  |                   
|                              |  | (EUR in thousands)
|Insurance operations income   |  |                    | 469,372 |      |  |      | 498,676 |  |  |  | 573,018 | 
|Redeposits with central bank  |  |                    | 35,225  |      |  |      |        |  |  |  |        | 
|Warehouse fees                |  |                    | 8,362   |      |  |      | 8,972   |  |  |  | 11,560  | 
|Hotel revenues                |  |                    | 30,327  |      |  |      | 28,685  |  |  |  | 30,315  | 
|Profit on sales of properties |  |                    | 53,481  |      |  |      | 93,196  |  |  |  | 44,302  | 
|Other                         |  |                    | 114,825 |      |  |      | 172,150 |  |  |  | 138,143 | 
|                              |  |                    |         |      |  |      |         |  |  |  |         | 
|Total                         |  |                    | 711,592 |      |  |      | 801,679 |  |  |  | 797,338 | 
|                              |  |                    |         |      |  |      |         |  |  |  |         | 

NOTE 29:     OTHER
NON-INTEREST EXPENSE

Other non-interest expense at December 31,
comprised:

|                                                   |  |                    |         |      |  |      |         |  |  |  |         | 
|-------------------------------------------------- |  | ------------------ | ------- | ---- |  | ---- | ------- |  |  |  | ------- | 
|                                                   |  | 2000               |         | 2001 |  | 2002
|                                                   |  |                    |         |      |  |     
|                                                   |  |                   
|                                                   |  | (EUR in thousands)
|Reinsurance premiums and insurance operating costs |  |                    | 500,122 |      |  |      | 541,488 |  |  |  | 586,616 | 
|Warehouses cost of services                        |  |                    | 1,435   |      |  |      | 2,134   |  |  |  | 3,421   | 
|Hotel running costs                                |  |                    | 21,365  |      |  |      | 19,838  |  |  |  | 20,883  | 
|Credit card costs                                  |  |                    | 16,619  |      |  |      | 36,220  |  |  |  | 46,278  | 
|Broker costs                                       |  |                    | 6,860   |      |  |      | 5,586   |  |  |  | 6,858   | 
|Other                                              |  |                    | 250,745 |      |  |      | 268,868 |  |  |  | 295,074 | 
|                                                   |  |                    |         |      |  |      |         |  |  |  |         | 
|Total                                              |  |                    | 797,146 |      |  |      | 874,134 |  |  |  | 959,130 | 
|                                                   |  |                    |         |      |  |      |         |  |  |  |         | 

184



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

NOTE 30:     INCOME
TAXES

The significant components of the provision for
income taxes for the years ended December 31, 2000, 2001
and 2002 are as follows:

|               |                     |                    |         |         |  |      |         |          |   |  |        |          |  
|-------------- | ------------------- | ------------------ | ------- | ------- |  | ---- | ------- | -------- | - |  | ------ | -------- | -
|               |                     | 2000               |         | 2001    |  | 2002
|               |                     |                    |         |         |  |     
|               |                     |                   
|               |                     | (EUR in thousands)
|Tax provision: |                     |                    |         |         |  |      |         |          |   |  |        |         
|               | Current tax payable |                    |         | 244,977 |  |      |         | 246,216  |   |  |        | 179,532  |  
|               | Deferred taxation   |                    |         | 75,845  |  |      |         | (131,129 | ) |  |        | (164,495 | )
|               |                     |                    |         |         |  |      |         |          |   |  |        |         
|Total          |                     |                    | 320,822 |         |  |      | 115,087 |          |   |  | 15,037 |         
|               |                     |                    |         |         |  |      |         |          |   |  |        |         

The differences between the statutory income tax
rates and the effective tax rates are summarized as follows:

|                                        |  |      |       |      |  |      |       |    |  |  |        |   
|--------------------------------------- |  | ---- | ----- | ---- |  | ---- | ----- | -- |  |  | ------ | --
|                                        |  | 2000 |       | 2001 |  | 2002
|                                        |  |      |       |      |  |     
|Average statutory income tax rates(1)   |  |      | 39.28 | %    |  |      | 36.75 | %  |  |  | (34.87 | )%
|Effect of tax  exempt (income)/ losses |  |      | 15.03 | %    |  |      | 19.65 | %  |  |  | 64.03  | % 
|Effect of companies with losses         |  |      | 0.89  | %    |  |      | 0.53  | %  |  |  | 29.28  | % 
|Non deductible expenses                 |  |      | 1.66  | %    |  |      | 1.74  | %  |  |  | 33.64  | % 
|Other                                   |  |      | (1.15 | )%   |  |      | (4.32 | )% |  |  | (11.35 | )%
|                                        |  |      |       |      |  |      |       |    |  |  |        |   
|Average effective rate                  |  |      | 55.71 | %    |  |      | 54.35 | %  |  |  | 80.73  | % 
|                                        |  |      |       |      |  |      |       |    |  |  |        |   



---



|    |                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 and the jurisdiction in which taxes are
    levied.

The significant components of deferred income tax
assets and liabilities at December 31, comprised:

|                                                                      |  |                    |          |      |  |      |          |   |  |  |          |  
|--------------------------------------------------------------------- |  | ------------------ | -------- | ---- |  | ---- | -------- | - |  |  | -------- | -
|                                                                      |  | 2000               |          | 2001 |  | 2002
|                                                                      |  |                    |          |      |  |     
|                                                                      |  |                   
|                                                                      |  | (EUR in thousands)
|Deferred Tax Assets:                                                  |  |                    |          |      |  |      |          |   |  |  |          |  
|Allowance for loan losses                                             |  |                    | 7,825    |      |  |      | 11,613   |   |  |  | 14,186   |  
|Accrued expenses                                                      |  |                    | 1,062    |      |  |      | 1,849    |   |  |  | 5,713    |  
|Mark to market valuation of securities and
    derivative liabilities |  |                    | 54,148   |      |  |      | 166,219  |   |  |  | 181,388  |  
|Retirement Benefits                                                   |  |                    | 88,435   |      |  |      | 85,089   |   |  |  | 41,202   |  
|Insurance Reserves                                                    |  |                    | 7,704    |      |  |      | 16,851   |   |  |  | 6,351    |  
|Other                                                                 |  |                    | 59,099   |      |  |      | 12,021   |   |  |  | 98,411   |  
|                                                                      |  |                    |          |      |  |      |          |   |  |  |          |  
|Total deferred tax assets                                             |  |                    | 218,273  |      |  |      | 293,642  |   |  |  | 347,251  |  
|Deferred Tax Liabilities:                                             |  |                    |          |      |  |      |          |   |  |  |          |  
|Tax free reserves                                                     |  |                    | (259,895 | )    |  |      | (260,150 | ) |  |  | (171,724 | )
|Other(1)                                                              |  |                    | (158,072 | )    |  |      | (87,747  | ) |  |  | (160,881 | )
|                                                                      |  |                    |          |      |  |      |          |   |  |  |          |  
|Total deferred tax liabilities                                        |  |                    | (417,967 | )    |  |      | (347,897 | ) |  |  | (332,605 | )
|                                                                      |  |                    |          |      |  |      |          |   |  |  |          |  
|Net deferred tax asset/ (liability)                                   |  |                    | (199,694 | )    |  |      | (54,255  | ) |  |  | 14,646   |  
|                                                                      |  |                    |          |      |  |      |          |   |  |  |          |  



---



|    |                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------
|(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.

In 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

185



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

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.

NOTE 31:     RELATED
PARTY TRANSACTIONS

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 132,869, EUR 218,913 and
EUR 357,619 thousand at December 31, 2000, 2001
and 2002 respectively. The terms extended to related parties are
similar to those extended to unrelated parties.

The Bank sold Greek government bonds and treasury
bills to the Hellenic Republic from December 17 to
December 23, 1999 for EUR 1,447,472 thousand and
agreed to repurchase the same bonds and treasury bills for
EUR 1,451,117 thousand. Of the difference of
EUR 3,645 thousand, EUR 1,092 thousand was
recognized as interest expense in 2000. These sell and buyback
agreements were completed by January 7, 2000.

The Bank had loans due from the Hellenic Republic
in the amount of EUR 425,594 thousand in 2000,
EUR 1,559,880 thousand in 2001 and EUR 255,978
thousand in 2002.

On December 27, 2001, the Bank also 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.

NOTE 32:     FOREIGN
EXCHANGE POSITION

At December 31, 2002 the EUR equivalent of
the assets and liabilities, which are denominated in foreign
currency, amounted to EUR 12,020,643 thousand
(EUR 11,878,048 thousand for 2001 and EUR 18,649,168
thousand for 2000) and EUR 11,913,032 thousand
(EUR 12,447,117 thousand for 2001 and EUR 18,394,718
thousand for 2000) respectively.

NOTE 33:     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 (DEKA) pursuant to the agreement
signed on December 13, 2000 between the Bank and DEKA
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.

186



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

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 DEKA 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.



|         |                        
|-------- | -----------------------
|NOTE 34: | 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).

|                                                                                                      |  |      |             |      |  |      |             |  |  |  |             | 
|----------------------------------------------------------------------------------------------------- |  | ---- | ----------- | ---- |  | ---- | ----------- |  |  |  | ----------- | 
|                                                                                                      |  | 2000 |             | 2001 |  | 2002
|                                                                                                      |  |      |             |      |  |     
|Net Income                                                                                            |  |      | 372,791     |      |  |      | 204,974     |  |  |  | 126,873     | 
|                                                                                                      |  |      |             |      |  |      |             |  |  |  |             | 
|Net Income adjusted for diluted computation                                                           |  |      | 372,791     |      |  |      | 204,974     |  |  |  | 126,873     | 
|                                                                                                      |  |      |             |      |  |      |             |  |  |  |             | 
|Weighted Average common share outstanding                                                             |  |      | 237,478,176 |      |  |      | 236,653,983 |  |  |  | 239,911,558 | 
|                                                                                                      |  |      |             |      |  |      |             |  |  |  |             | 
|Adjusted for diluted computation                                                                      |  |      | 237,478,176 |      |  |      | 236,653,983 |  |  |  | 239,911,558 | 
|                                                                                                      |  |      |             |      |  |      |             |  |  |  |             | 
|Earnings per common share  basic                                                                     |  |      | EUR 1.57    |      |  |      | EUR 0.87    |  |  |  | EUR 0.53    | 
|Earnings per common share  assuming
    dilution                                                     |  |      | EUR 1.57    |      |  |      | EUR 0.87    |  |  |  | EUR 0.53    | 
|Income before extraordinary item and effect of
    accounting change                                  |  |      | 372,791     |      |  |      | 175,927     |  |  |  | 30,768      | 
|                                                                                                      |  |      |             |      |  |      |             |  |  |  |             | 
|Income before extraordinary item and effect of
    accounting change adjusted for diluted computation |  |      | 372,791     |      |  |      | 175,927     |  |  |  | 30,768      | 
|                                                                                                      |  |      |             |      |  |      |             |  |  |  |             | 
|Earnings per common share (before effect of
    accounting change)  basic                            |  |      | EUR 1.57    |      |  |      | EUR 0.74    |  |  |  | EUR 0.13    | 
|Earnings per common share (before effect of
    accounting change)  assuming dilution                |  |      | EUR 1.57    |      |  |      | EUR 0.74    |  |  |  | EUR 0.13    | 



|         |                   
|-------- | ------------------
|NOTE 35: | 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, 2002, 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, 2002 that
management believes have changed the Banks compliance with
capital requirements.

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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      
|                         |                           | Actual |           | Adequacy Purposes
|                         |                           |        |           |                  
|                         |                           | Amount |           | Ratio             |  | Amount |       | Ratio
|                         |                           |        |           |                   |  |        |       |      
|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) |        |           |                   |  |        |       |       |  |  |         |           |  |  |      |      | 
|As of December 31, 2000: |                           |        |           |                   |  |        |       |       |  |  |         |           |  |  |      |     
|                         | Total Capital             |        |           | 2,319,431         |  |        |       | 12.6% |  |  |         | 1,474,867 |  |  |      | 8.0% | 
|                         | (to Risk-Weighted Assets) |        |           |                   |  |        |       |       |  |  |         |           |  |  |      |      | 
|Tier 1 Capital           |                           |        | 2,055,806 |                   |  |        | 11.2% |       |  |  | 737,434 |           |  |  | 4.0% |     
|                         | (to Risk-Weighted Assets) |        |           |                   |  |        |       |       |  |  |         |           |  |  |      |      | 

The actual capital amounts and ratios for all
banks and branches within the Group are presented in the table
below (amounts are expressed in EUR thousand, except
ratios):

|                         |                           |        |           |                   |  |        |       |       |  |  |           |           |  |  |      |      | 
|------------------------ | ------------------------- | ------ | --------- | ----------------- |  | ------ | ----- | ----- |  |  | --------- | --------- |  |  | ---- | ---- | 
|                         |                           |        |           |                   |  |       
|                         |                           |        |           | For Capital      
|                         |                           | Actual |           | Adequacy Purposes
|                         |                           |        |           |                  
|                         |                           | Amount |           | Ratio             |  | Amount |       | Ratio
|                         |                           |        |           |                   |  |        |       |      
|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) |        |           |                   |  |        |       |       |  |  |           |           |  |  |      |      | 
|As of December 31, 2000: |                           |        |           |                   |  |        |       |       |  |  |           |           |  |  |      |     
|                         | Total Capital             |        |           | 2,679,680         |  |        |       | 12.2% |  |  |           | 1,763,005 |  |  |      | 8.0% | 
|                         | (to Risk-Weighted Assets) |        |           |                   |  |        |       |       |  |  |           |           |  |  |      |      | 
|Tier 1 Capital           |                           |        | 2,428,684 |                   |  |        | 11.0% |       |  |  | 881,503   |           |  |  | 4.0% |     
|                         | (to Risk-Weighted Assets) |        |           |                   |  |        |       |       |  |  |           |           |  |  |      |      | 

NOTE 36: 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 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

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

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, 2001 and 2002:

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.

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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,
|                                                                               |  |                        
|                                                                               |  |                         |            |                  
|                                                                               |  | 2001                    |            | 2002             
|                                                                               |  |                         |            |                  
|                                                                               |  | Carrying                |            | Fair              |  | Carrying |            | Fair 
|                                                                               |  | Amount                  |            | Value             |  | Amount   |            | Value
|                                                                               |  |                         |            |                   |  |          |            |      
|                                                                               |  |                         |            |                  
|                                                                               |  | (EUR in millions)       |            | (EUR in millions)
|Financial Assets:                                                              |  |                         |            |                   |  |          |            |       |  |  |            |  |  |  |            | 
|Cash and due from banks                                                        |  |                         | 1,296,306  |                   |  |          | 1,296,306  |       |  |  | 764,512    |  |  |  | 764,512    | 
|Obligatory deposits with central bank                                          |  |                         | 851,819    |                   |  |          | 851,819    |       |  |  | 203,036    |  |  |  | 203,036    | 
|Federal funds sold and securities purchased under
    agreements to resell     |  |                         | 2,121,388  |                   |  |          | 2,121,388  |       |  |  | 4,744,943  |  |  |  | 4,744,943  | 
|Interest bearing deposits with banks                                           |  |                         | 7,550,807  |                   |  |          | 7,550,807  |       |  |  | 5,486,932  |  |  |  | 5,486,932  | 
|Money market investments                                                       |  |                         | 179,984    |                   |  |          | 179,984    |       |  |  | 125,448    |  |  |  | 125,448    | 
|Trading assets                                                                 |  |                         | 15,372,091 |                   |  |          | 15,372,091 |       |  |  | 15,278,098 |  |  |  | 15,278,098 | 
|Derivative assets                                                              |  |                         | 166,912    |                   |  |          | 166,912    |       |  |  | 75,625     |  |  |  | 75,625     | 
|Securities available-for-sale                                                  |  |                         | 3,494,516  |                   |  |          | 3,494,516  |       |  |  | 3,843,962  |  |  |  | 3,843,962  | 
|Loans, net of allowance                                                        |  |                         | 19,331,638 |                   |  |          | 19,420,508 |       |  |  | 19,620,180 |  |  |  | 20,808,883 | 
|Customers liability on acceptances                                            |  |                         | 1,078      |                   |  |          | 1,078      |       |  |  | 1,572      |  |  |  | 1,572      | 
|Accrued interest receivable                                                    |  |                         | 828,223    |                   |  |          | 828,223    |       |  |  | 805,172    |  |  |  | 805,172    | 
|                                                                               |  |                         |            |                   |  |          |            |       |  |  |            |  |  |  |            | 
|Total financial assets                                                         |  |                         | 51,194,762 |                   |  |          | 51,283,632 |       |  |  | 50,949,480 |  |  |  | 52,138,183 | 
|                                                                               |  |                         |            |                   |  |          |            |       |  |  |            |  |  |  |            | 
|Financial Liabilities:                                                         |  |                         |            |                   |  |          |            |       |  |  |            |  |  |  |            | 
|Deposits:                                                                      |  |                         |            |                   |  |          |            |       |  |  |            |  |  |  |            | 
|Interest bearing                                                               |  |                         | 37,547,055 |                   |  |          | 37,553,957 |       |  |  | 36,727,347 |  |  |  | 37,398,428 | 
|Non-interest bearing deposits                                                  |  |                         | 3,771,210  |                   |  |          | 3,771,210  |       |  |  | 3,561,486  |  |  |  | 3,561,486  | 
|                                                                               |  |                         |            |                   |  |          |            |       |  |  |            |  |  |  |            | 
|Total deposits                                                                 |  |                         | 41,318,265 |                   |  |          | 41,325,167 |       |  |  | 40,288,833 |  |  |  | 40,959,914 | 
|Central bank borrowings                                                        |  |                         | 70,526     |                   |  |          | 70,526     |       |  |  | 6,804      |  |  |  | 6,804      | 
|Federal funds purchased and securities sold under
    agreements to repurchase |  |                         | 6,387,482  |                   |  |          | 6,387,482  |       |  |  | 8,278,892  |  |  |  | 8,278,892  | 
|Derivative liabilities                                                         |  |                         | 274,065    |                   |  |          | 274,065    |       |  |  | 471,938    |  |  |  | 471,938    | 
|Other borrowed funds                                                           |  |                         | 114,292    |                   |  |          | 114,292    |       |  |  | 236,458    |  |  |  | 236,458    | 
|Acceptances outstanding                                                        |  |                         | 1,078      |                   |  |          | 1,078      |       |  |  | 1,572      |  |  |  | 1,572      | 
|Long-term debt                                                                 |  |                         | 265,327    |                   |  |          | 265,327    |       |  |  | 813,947    |  |  |  | 812,620    | 
|                                                                               |  |                         |            |                   |  |          |            |       |  |  |            |  |  |  |            | 
|Total financial liabilities                                                    |  |                         | 48,431,035 |                   |  |          | 48,437,937 |       |  |  | 50,098,444 |  |  |  | 50,768,198 | 
|                                                                               |  |                         |            |                   |  |          |            |       |  |  |            |  |  |  |            | 

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|         |                    
|-------- | -------------------
|NOTE 37: | 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 |      | income      
|                                    |  |              |            |                 |  |                  |      |             
|                                    |  | (EUR in      |            |                 |  | (EUR in          |      |              |  | (EUR in    |           |   |  | (EUR in    |      |  
|                                    |  | thousands)   |            | %               |  | thousands)       |      | %            |  | thousands) |           | % |  | thousands) |      | %
|December 31, 2000:                  |  |              |            |                 |  |                  |      |              |  |            |           |   |  |            |      |   |  |  |           |  |  |  |      |   |  |  |           |   |  |  |       |   
|Banking-Greek                       |  |              | 35,000,043 |                 |  |                  | 70.3 | %            |  |            | 2,459,832 |   |  |            | 73.0 | % |  |  | 2,032,862 |  |  |  | 83.2 | % |  |  | 758,758   |   |  |  | 50.7  | % 
|Banking Foreign                     |  |              | 11,406,609 |                 |  |                  | 22.9 | %            |  |            | 712,643   |   |  |            | 21.1 | % |  |  | 309,163   |  |  |  | 12.7 | % |  |  | 143,650   |   |  |  | 9.6   | % 
|Investment banking                  |  |              | 1,352,329  |                 |  |                  | 2.7  | %            |  |            | 140,728   |   |  |            | 4.2  | % |  |  | 99,399    |  |  |  | 4.1  | % |  |  | 66,731    |   |  |  | 4.5   | % 
|Global Investment & Private Banking |  |              | 60,440     |                 |  |                  | 0.1  | %            |  |            | 959       |   |  |            | 0.0  | % |  |  | 1         |  |  |  | 0.0  | % |  |  | 47,271    |   |  |  | 3.2   | % 
|Investment Activities               |  |              | 423,032    |                 |  |                  | 0.9  | %            |  |            | 7,798     |   |  |            | 0.2  | % |  |  | 7         |  |  |  | 0.0  | % |  |  | (160,909  | ) |  |  | (10.8 | )%
|Insurance                           |  |              | 1,107,328  |                 |  |                  | 2.2  | %            |  |            | 41,077    |   |  |            | 1.2  | % |  |  |          |  |  |  | 0.0  | % |  |  | 548,764   |   |  |  | 36.7  | % 
|Other-Greek (1)                     |  |              | 458,988    |                 |  |                  | 0.9  | %            |  |            | 8,402     |   |  |            | 0.3  | % |  |  | 1,093     |  |  |  | 0.0  | % |  |  | 91,736    |   |  |  | 6.1   | % 
|Other Foreign                       |  |              | 7,442      |                 |  |                  | 0.0  | %            |  |            | 449       |   |  |            | 0.0  | % |  |  | 64        |  |  |  | 0.0  | % |  |  | 39        |   |  |  | 0.0   | % 
|                                    |  |              |            |                 |  |                  |      |              |  |            |           |   |  |            |      |   |  |  |           |  |  |  |      |   |  |  |           |   |  |  |       |   
|Total                               |  |              | 49,816,211 |                 |  |                  | 100  | %            |  |            | 3,371,888 |   |  |            | 100  | % |  |  | 2,442,589 |  |  |  | 100  | % |  |  | 1,496,040 |   |  |  | 100   | % 
|                                    |  |              |            |                 |  |                  |      |              |  |            |           |   |  |            |      |   |  |  |           |  |  |  |      |   |  |  |           |   |  |  |       |   
|December 31, 2001:                  |  |              |            |                 |  |                  |      |              |  |            |           |   |  |            |      |   |  |  |           |  |  |  |      |   |  |  |           |   |  |  |       |   
|Banking-Greek                       |  |              | 40,587,075 |                 |  |                  | 73.9 | %            |  |            | 1,872,695 |   |  |            | 71.4 | % |  |  | 1,095,927 |  |  |  | 78.7 | % |  |  | 287,290   |   |  |  | 27.2  | % 
|Banking Foreign                     |  |              | 11,188,800 |                 |  |                  | 20.4 | %            |  |            | 636,548   |   |  |            | 24.3 | % |  |  | 271,415   |  |  |  | 19.5 | % |  |  | 84,920    |   |  |  | 8.0   | % 
|Investment banking                  |  |              | 1,334,797  |                 |  |                  | 2.4  | %            |  |            | 54,411    |   |  |            | 2.1  | % |  |  | 25,581    |  |  |  | 1.8  | % |  |  | 60,895    |   |  |  | 5.8   | % 
|Global Investment & Private Banking |  |              | 59,234     |                 |  |                  | 0.1  | %            |  |            | 1,287     |   |  |            | 0.0  | % |  |  |          |  |  |  | 0.0  | % |  |  | 31,068    |   |  |  | 2.9   | % 
|Investment Activities               |  |              | 272,440    |                 |  |                  | 0.5  | %            |  |            | 7,922     |   |  |            | 0.3  | % |  |  | 1         |  |  |  | 0.0  | % |  |  | (112,855  | ) |  |  | (10.7 | )%
|Insurance                           |  |              | 1,141,350  |                 |  |                  | 2.1  | %            |  |            | 41,538    |   |  |            | 1.6  | % |  |  |          |  |  |  | 0.0  | % |  |  | 573,754   |   |  |  | 54.4  | % 
|Other-Greek (1)                     |  |              | 339,343    |                 |  |                  | 0.6  | %            |  |            | 5,469     |   |  |            | 0.2  | % |  |  | 42        |  |  |  | 0.0  | % |  |  | 131,478   |   |  |  | 12.4  | % 
|Other Foreign                       |  |              | 17,626     |                 |  |                  | 0.0  | %            |  |            | 1,440     |   |  |            | 0.1  | % |  |  | 147       |  |  |  | 0.0  | % |  |  | 424       |   |  |  | 0.0   | % 
|                                    |  |              |            |                 |  |                  |      |              |  |            |           |   |  |            |      |   |  |  |           |  |  |  |      |   |  |  |           |   |  |  |       |   
|Total                               |  |              | 54,940,665 |                 |  |                  | 100  | %            |  |            | 2,621,310 |   |  |            | 100  | % |  |  | 1,393,113 |  |  |  | 100  | % |  |  | 1,056,974 |   |  |  | 100   | % 
|                                    |  |              |            |                 |  |                  |      |              |  |            |           |   |  |            |      |   |  |  |           |  |  |  |      |   |  |  |           |   |  |  |       |   

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                    |  |              |           |        |  |            |      |              |  |              |          |         |  |            |          |   |  |  |         |  |  |  |      |   |  |  |         | 
|----------------------------------- |  | ------------ | --------- | ------ |  | ---------- | ---- | ------------ |  | ------------ | -------- | ------- |  | ---------- | -------- | - |  |  | ------- |  |  |  | ---- | - |  |  | ------- | 
|                                    |  |              |           |        |  |            |      |              |  |              |          | Revenue
|                                    |  |              |           |        |  | Net        |      |              |  | Depreciation |          | from   
|                                    |  |              |           | income |  | Income     |      | and          |  | transactions
|                                    |  | Non-interest |           | before |  | Tax        |      | amortization |  | with other  
|                                    |  | expense      |           | taxes  |  | Expense    |      | expense      |  | segments    
|                                    |  |              |           |        |  |            |      |              |  |             
|                                    |  | (EUR in      |           |        |  | (EUR in    |      | (EUR in      |  | (EUR in      |          |         |  | (EUR in   
|                                    |  | thousands)   |           | %      |  | thousands) |      | thousands)   |  | thousands)   |          | %       |  | thousands)
|December 31, 2000:                  |  |              |           |        |  |            |      |              |  |              |          |         |  |            |          |   |  |  |         |  |  |  |      |   |  |  |         | 
|Banking-Greek                       |  |              | 872,084   |        |  |            | 50.4 | %            |  |              | 314,874  |         |  |            | (263,196 | ) |  |  | 80,634  |  |  |  | 65.7 | % |  |  | 335,302 | 
|Banking Foreign                     |  |              | 176,505   |        |  |            | 10.1 | %            |  |              | 342,032  |         |  |            | (43,266  | ) |  |  | 19,287  |  |  |  | 15.7 | % |  |  | 60,232  | 
|Investment banking                  |  |              | 40,114    |        |  |            | 2.3  | %            |  |              | 35,119   |         |  |            | 2,820    |   |  |  | 4,654   |  |  |  | 3.8  | % |  |  | 14,955  | 
|Global Investment & Private Banking |  |              | 3,674     |        |  |            | 0.2  | %            |  |              | 45,028   |         |  |            | (7,824   | ) |  |  | 602     |  |  |  | 0.5  | % |  |  | 561     | 
|Investment Activities               |  |              | 10,897    |        |  |            | 0.6  | %            |  |              | (165,059 | )       |  |            | (5,626   | ) |  |  | 2,163   |  |  |  | 1.8  | % |  |  | 6,864   | 
|Insurance                           |  |              | 580,141   |        |  |            | 33.1 | %            |  |              | 9,189    |         |  |            | 434      |   |  |  | 5,635   |  |  |  | 4.6  | % |  |  | 10,823  | 
|Other-Greek (1)                     |  |              | 58,289    |        |  |            | 3.3  | %            |  |              | (5,289   | )       |  |            | (4,164   | ) |  |  | 9,661   |  |  |  | 7.9  | % |  |  | 20,354  | 
|Other Foreign                       |  |              | 393       |        |  |            | 0.0  | %            |  |              |         |         |  |            |         |   |  |  | 41      |  |  |  | 0.0  | % |  |  | 12      | 
|                                    |  |              |           |        |  |            |      |              |  |              |          |         |  |            |          |   |  |  |         |  |  |  |      |   |  |  |         | 
|Total                               |  |              | 1,742,097 |        |  |            | 100  | %            |  |              | 575,894  |         |  |            | (320,822 | ) |  |  | 122,677 |  |  |  | 100  | % |  |  | 449,103 | 
|                                    |  |              |           |        |  |            |      |              |  |              |          |         |  |            |          |   |  |  |         |  |  |  |      |   |  |  |         | 
|December 31, 2001:                  |  |              |           |        |  |            |      |              |  |              |          |         |  |            |          |   |  |  |         |  |  |  |      |   |  |  |         | 
|Banking-Greek                       |  |              | 925,295   |        |  |            | 48.7 | %            |  |              | 138,667  |         |  |            | (97,350  | ) |  |  | 85,250  |  |  |  | 65.3 | % |  |  | 255,302 | 
|Banking Foreign                     |  |              | 238,685   |        |  |            | 12.5 | %            |  |              | 151,492  |         |  |            | (5,834   | ) |  |  | 22,811  |  |  |  | 17.5 | % |  |  | 46,321  | 
|Investment banking                  |  |              | 41,213    |        |  |            | 2.2  | %            |  |              | 25,506   |         |  |            | (3,715   | ) |  |  | 6,339   |  |  |  | 4.9  | % |  |  | 4,795   | 
|Global Investment & Private Banking |  |              | 5,817     |        |  |            | 0.3  | %            |  |              | 26,539   |         |  |            | (1,752   | ) |  |  | 610     |  |  |  | 0.5  | % |  |  | 255     | 
|Investment Activities               |  |              | 13,068    |        |  |            | 0.7  | %            |  |              | (118,762 | )       |  |            | 3,249    |   |  |  | 1,955   |  |  |  | 1.5  | % |  |  | 3,956   | 
|Insurance                           |  |              | 623,786   |        |  |            | 32.8 | %            |  |              | (8,021   | )       |  |            | 3,319    |   |  |  | 4,945   |  |  |  | 3.8  | % |  |  | 10,186  | 
|Other-Greek (1)                     |  |              | 54,095    |        |  |            | 2.8  | %            |  |              | (4,719   | )       |  |            | (13,004  | ) |  |  | 8,505   |  |  |  | 6.5  | % |  |  | 16,026  | 
|Other Foreign                       |  |              | 672       |        |  |            | 0.0  | %            |  |              | 1,052    |         |  |            |         |   |  |  | 62      |  |  |  | 0.0  | % |  |  | 3       | 
|                                    |  |              |           |        |  |            |      |              |  |              |          |         |  |            |          |   |  |  |         |  |  |  |      |   |  |  |         | 
|Total                               |  |              | 1,902,631 |        |  |            | 100  | %            |  |              | 211,754  |         |  |            | (115,087 | ) |  |  | 130,477 |  |  |  | 100  | % |  |  | 336,844 | 
|                                    |  |              |           |        |  |            |      |              |  |              |          |         |  |            |          |   |  |  |         |  |  |  |      |   |  |  |         | 

191



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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, 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  | %
|                                    |  |              |            |                 |  |                  |      |              |  |              |           |   |  |            |      |   |  |            |           |   |  |  |      |   |  |  |         |   |  |  |      |    |  |  |           |  |  |  |      |  

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                    |  |            |          |            |  |              |         |              |  |               |         |            |  |   |      |   |  |  |         |   |  |  |        |  |  |  |      |  
|----------------------------------- |  | ---------- | -------- | ---------- |  | ------------ | ------- | ------------ |  | ------------- | ------- | ---------- |  | - | ---- | - |  |  | ------- | - |  |  | ------ |  |  |  | ---- | -
|                                    |  |            |          |            |  |              |         | Revenue      |  |               |         |           
|                                    |  | Net        |          |            |  | Depreciation |         | from         |  |               |         |           
|                                    |  | income     |          | Income     |  | and          |         | transactions |  |              
|                                    |  | before     |          | Tax        |  | amortization |         | with other   |  | Extraordinary
|                                    |  | taxes      |          | Expense    |  | expense      |         | segments     |  | Item         
|                                    |  |            |          |            |  |              |         |              |  |              
|                                    |  | (EUR in    |          | (EUR in    |  | (EUR in      |         |              |  | (EUR in       |         | (EUR in    |  |  
|                                    |  | thousands) |          | thousands) |  | thousands)   |         | %            |  | thousands)    |         | thousands) |  | %
|December 31, 2002:                  |  |            |          |            |  |              |         |              |  |               |         |            |  |   |      |   |  |  |         |   |  |  |        |  |  |  |      |  
|Banking-Greek                       |  |            | (145,102 | )          |  |              | 19,206  |              |  |               | 83,466  |            |  |   | 68.3 | % |  |  | 248,606 |   |  |  | 48,228 |  |  |  | 50.2 | %
|Banking Foreign                     |  |            | 171,163  |            |  |              | (22,207 | )            |  |               | 21,513  |            |  |   | 17.6 | % |  |  | (77,472 | ) |  |  |       |  |  |  | 0.0  | %
|Investment banking                  |  |            | 24,516   |            |  |              | (1,437  | )            |  |               | 927     |            |  |   | 0.8  | % |  |  | 8,957   |   |  |  |       |  |  |  | 0.0  | %
|Global Investment & Private Banking |  |            | 17,321   |            |  |              | (904    | )            |  |               | 137     |            |  |   | 0.1  | % |  |  | 332     |   |  |  |       |  |  |  | 0.0  | %
|Investment Activities               |  |            | (67,803  | )          |  |              | (5,121  | )            |  |               | 5,826   |            |  |   | 4.8  | % |  |  | 4,444   |   |  |  |       |  |  |  | 0.0  | %
|Insurance                           |  |            | (22,605  | )          |  |              | 2,083   |              |  |               | 6,046   |            |  |   | 4.9  | % |  |  | 14,196  |   |  |  | 47,877 |  |  |  | 49.8 | %
|Other-Greek(1)                      |  |            | 1,976    |            |  |              | (6,867  | )            |  |               | 4,277   |            |  |   | 3.5  | % |  |  | 16,085  |   |  |  |       |  |  |  | 0.0  | %
|Other Foreign                       |  |            | 1,908    |            |  |              | 210     |              |  |               | 86      |            |  |   | 0.0  | % |  |  | 3       |   |  |  |       |  |  |  | 0.0  | %
|                                    |  |            |          |            |  |              |         |              |  |               |         |            |  |   |      |   |  |  |         |   |  |  |        |  |  |  |      |  
|Total                               |  |            | (18,626  | )          |  |              | (15,037 | )            |  |               | 122,278 |            |  |   | 100  | % |  |  | 215,151 |   |  |  | 96,105 |  |  |  | 100  | %
|                                    |  |            |          |            |  |              |         |              |  |               |         |            |  |   |      |   |  |  |         |   |  |  |        |  |  |  |      |  






|    |                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------
|(1) | Included in Other-Greek are mutual fund
    operations, as well as non-financial services subsidiaries in
    Greece.

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

NOTE 38:     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 Labor and
Social Security plus each funds deficit as of 1992.

National Bank of Greece Main Pension
Plan

The Banks Main Pension Plan provides for
defined contributions to be made by the Bank at a rate of 24.7%
in 2000, 25.6% in 2001 and 26.5% in 2002 of the employees
salary. Such contributions totaled approximately
EUR 82.76 million, EUR 87.45 million and
EUR 87.89 million in 2000, 2001 and 2002 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 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 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, 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. This change resulted in a loss of
Euro 38,3 million, which has been accounted for as
extraordinary item.

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,

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

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 29.35 million,
EUR 31.11 million and EUR 30.73 million in
2000, 2001 and 2002 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 1.76 million,
EUR 1.17 million and EUR 1.4 million in
2000, 2001 and 2002 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 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 4.70 million, EUR 5.58 million and
EUR 2.9 million over 2000, 2001 and 2002 respectively.

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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Net periodic pension costs for these defined
benefit plans include the following components for the years
ended December 31:

|                                      |  |                   |       |      |  |      |       |   |  |  |      |  
|------------------------------------- |  | ----------------- | ----- | ---- |  | ---- | ----- | - |  |  | ---- | -
|                                      |  | 2000              |       | 2001 |  | 2002
|                                      |  |                   |       |      |  |     
|                                      |  |                  
|                                      |  | (EUR in millions)
|Service cost                          |  |                   | 17.0  |      |  |      | 11.2  |   |  |  | 9.4  |  
|Interest cost                         |  |                   | 43.9  |      |  |      | 44.4  |   |  |  | 14.2 |  
|Expected return on plan assets        |  |                   | (67.0 | )    |  |      | (60.1 | ) |  |  | (8.0 | )
|Amortization of actuarial gains       |  |                   | (11.4 | )    |  |      | (1.8  | ) |  |  | 4.4  |  
|Amortization of transition obligation |  |                   | 10.5  |      |  |      | 10.3  |   |  |  | 4.8  |  
|Additional charge for acquisition     |  |                   |      |      |  |      |      |   |  |  | 5.4  |  
|                                      |  |                   |       |      |  |      |       |   |  |  |      |  
|Net periodic pension cost             |  |                   | (7.0  | )    |  |      | 4.0   |   |  |  | 30.2 |  
|                                      |  |                   |       |      |  |      |       |   |  |  |      |  
|Admission of new employees and other  |  |                   | (12.6 | )    |  |      |      |   |  |  | 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:

|                                  |  |                   |       |      |  |      |       |   |  |  |        |  
|--------------------------------- |  | ----------------- | ----- | ---- |  | ---- | ----- | - |  |  | ------ | -
|                                  |  | 2000              |       | 2001 |  | 2002
|                                  |  |                   |       |      |  |     
|                                  |  |                  
|                                  |  | (EUR in millions)
|Change in benefit obligation:     |  |                   |       |      |  |      |       |   |  |  |        |  
|PBO, beginning of year            |  |                   | 656.1 |      |  |      | 752.9 |   |  |  | 809.3  |  
|Service cost                      |  |                   | 17.0  |      |  |      | 11.2  |   |  |  | 9.4    |  
|Interest cost                     |  |                   | 43.9  |      |  |      | 44.4  |   |  |  | 14.2   |  
|Employee contributions            |  |                   | 22.0  |      |  |      | 25.0  |   |  |  | 5.5    |  
|Actuarial gain                    |  |                   | 33.2  |      |  |      | 39.7  |   |  |  | 0.4    |  
|Adjustment for disposal and other |  |                   | 32.8  |      |  |      | 0.4   |   |  |  | (540.7 | )
|Benefits paid                     |  |                   | (52.1 | )    |  |      | (64.3 | ) |  |  | (17.3  | )
|                                  |  |                   |       |      |  |      |       |   |  |  |        |  
|PBO, end of year                  |  |                   | 752.9 |      |  |      | 809.3 |   |  |  | 280.8  |  
|                                  |  |                   |       |      |  |      |       |   |  |  |        |  

|                                                   |  |                   |       |      |  |      |        |   |  |  |        |  
|-------------------------------------------------- |  | ----------------- | ----- | ---- |  | ---- | ------ | - |  |  | ------ | -
|                                                   |  | 2000              |       | 2001 |  | 2002
|                                                   |  |                   |       |      |  |     
|                                                   |  |                  
|                                                   |  | (EUR in millions)
|Change in plan assets:                             |  |                   |       |      |  |      |        |   |  |  |        |  
|Fair value, beginning of year                      |  |                   | 749.0 |      |  |      | 743.9  |   |  |  | 627.5  |  
|Actual return on assets                            |  |                   | (20.2 | )    |  |      | (97.0  | ) |  |  | (4.5   | )
|Adjustment for disposals and other                 |  |                   | 24.8  |      |  |      | 0.7    |   |  |  | (514.4 | )
|Employer contributions                             |  |                   | 20.4  |      |  |      | 19.2   |   |  |  | 14.5   |  
|Employee contributions                             |  |                   | 22.0  |      |  |      | 25.0   |   |  |  | 5.5    |  
|Benefits paid                                      |  |                   | (52.1 | )    |  |      | (64.3  | ) |  |  | (17.3  | )
|                                                   |  |                   |       |      |  |      |        |   |  |  |        |  
|Fair value, end of year                            |  |                   | 743.9 |      |  |      | 627.5  |   |  |  | 111.3  |  
|Funded status, end of year                         |  |                   | (9.0  | )    |  |      | (181.9 | ) |  |  | (169.6 | )
|Unrecognized net obligation existing at transition |  |                   | 31.6  |      |  |      | 21.1   |   |  |  | 4.8    |  
|Unrecognized net loss                              |  |                   | (90.8 | )    |  |      | 113.2  |   |  |  | 49.3   |  
|                                                   |  |                   |       |      |  |      |        |   |  |  |        |  
|Accrued benefit cost                               |  |                   | (68.2 | )    |  |      | (47.6  | ) |  |  | (115.5 | )
|                                                   |  |                   |       |      |  |      |        |   |  |  |        |  

195



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

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:

|                               |  |      |     |      |  |      |     |   |  |  |     |  
|------------------------------ |  | ---- | --- | ---- |  | ---- | --- | - |  |  | --- | -
|                               |  | 2000 |     | 2001 |  | 2002
|                               |  |      |     |      |  |     
|Discount rate                  |  |      | 6.0 | %    |  |      | 6.0 | % |  |  | 5.5 | %
|Expected return on plan assets |  |      | 8.0 | %    |  |      | 7.0 | % |  |  | 6.5 | %
|Rate of compensation increase  |  |      | 4.5 | %    |  |      | 4.5 | % |  |  | 4.5 | %

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 primarily consist 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 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 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 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).

This change resulted in a gain of Euro 212.9
million, which has been accounted for as extraordinary item.

196



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Net periodic post-retirement benefit cost
included the following components for the years ended
December 31:

|                                      |  |                   |       |      |  |      |       |   |  |  |        |  
|------------------------------------- |  | ----------------- | ----- | ---- |  | ---- | ----- | - |  |  | ------ | -
|                                      |  | 2000              |       | 2001 |  | 2002
|                                      |  |                   |       |      |  |     
|                                      |  |                  
|                                      |  | (EUR in millions)
|Service cost                          |  |                   | 9.1   |      |  |      | 17.0  |   |  |  |       |  
|Interest cost                         |  |                   | 31.8  |      |  |      | 32.0  |   |  |  | 0.2    |  
|Expected return on plan assets        |  |                   | (11.8 | )    |  |      | (11.0 | ) |  |  |       |  
|Amortization of actuarial gain        |  |                   | (0.1  | )    |  |      | (0.6  | ) |  |  |       |  
|Amortization of transition obligation |  |                   | 15.1  |      |  |      | 13.9  |   |  |  |       |  
|                                      |  |                   |       |      |  |      |       |   |  |  |        |  
|Net periodic benefit cost             |  |                   | 44.1  |      |  |      | 51.3  |   |  |  | 0.2    |  
|                                      |  |                   |       |      |  |      |       |   |  |  |        |  
|Other                                 |  |                   | (2.0  | )    |  |      |      |   |  |  | (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:

|                                                   |  |                   |        |      |  |      |        |   |  |  |        |  
|-------------------------------------------------- |  | ----------------- | ------ | ---- |  | ---- | ------ | - |  |  | ------ | -
|                                                   |  | 2000              |        | 2001 |  | 2002
|                                                   |  |                   |        |      |  |     
|                                                   |  |                  
|                                                   |  | (EUR in millions)
|Change in benefit obligation:                      |  |                   |        |      |  |      |        |   |  |  |        |  
|APBO, beginning of year                            |  |                   | 491.7  |      |  |      | 539.0  |   |  |  | 639.3  |  
|Service cost                                       |  |                   | 9.1    |      |  |      | 17.0   |   |  |  |       |  
|Interest cost                                      |  |                   | 31.8   |      |  |      | 31.9   |   |  |  | 0.2    |  
|Employee contributions                             |  |                   | 7.3    |      |  |      |       |   |  |  |       |  
|Actuarial gain                                     |  |                   | 10.3   |      |  |      | 65.1   |   |  |  | 0.6    |  
|Adjustment for overseas consolidation              |  |                   | 3.0    |      |  |      | (0.1   | ) |  |  | (637.0 | )
|Benefits paid                                      |  |                   | (14.2  | )    |  |      | (13.6  | ) |  |  | (0.1   | )
|                                                   |  |                   |        |      |  |      |        |   |  |  |        |  
|APBO, end of year                                  |  |                   | 539.0  |      |  |      | 639.3  |   |  |  | 3.0    |  
|Change in plan assets:                             |  |                   |        |      |  |      |        |   |  |  |        |  
|Fair value, beginning of year                      |  |                   | 135.2  |      |  |      | 136.5  |   |  |  | 103.7  |  
|Actual return on assets                            |  |                   | (5.8   | )    |  |      | (36.1  | ) |  |  |       |  
|Adjustment for consolidation                       |  |                   |       |      |  |      |       |   |  |  | (103.7 | )
|Employer contributions                             |  |                   | 14.0   |      |  |      | 16.9   |   |  |  |       |  
|Employee contributions                             |  |                   | 7.3    |      |  |      |       |   |  |  |       |  
|Benefits paid                                      |  |                   | (14.2  | )    |  |      | (13.6  | ) |  |  |       |  
|                                                   |  |                   |        |      |  |      |        |   |  |  |        |  
|Fair value, end of year                            |  |                   | 136.5  |      |  |      | 103.7  |   |  |  |       |  
|Funded status, end of year                         |  |                   | (402.5 | )    |  |      | (535.6 | ) |  |  | (3.0   | )
|Unrecognized net obligation existing at transition |  |                   | 194.8  |      |  |      | 180.9  |   |  |  |       |  
|Unrecognized net loss                              |  |                   | 24.7   |      |  |      | 137.2  |   |  |  |       |  
|                                                   |  |                   |        |      |  |      |        |   |  |  |        |  
|Accrued benefit cost                               |  |                   | (183.0 | )    |  |      | (217.5 | ) |  |  | (3.0   | )
|                                                   |  |                   |        |      |  |      |        |   |  |  |        |  

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:

|                               |  |      |      |      |  |      |      |  |  |  |      | 
|------------------------------ |  | ---- | ---- | ---- |  | ---- | ---- |  |  |  | ---- | 
|                               |  | 2000 |      | 2001 |  | 2002
|                               |  |      |      |      |  |     
|Discount rate                  |  |      | 6.0% |      |  |      | 6.0% |  |  |  | 5.5% | 
|Expected return on plan assets |  |      | 8.0% |      |  |      | 7.0% |  |  |  | 6.5% | 
|Rate of compensation increase  |  |      | 5.0% |      |  |      | 4.5% |  |  |  | 4.5% | 

197



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NATIONAL BANK OF GREECE S.A. AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

These assumptions have a significant effect on
the amounts reported above. A sensitivity analysis follows:

|                                              |  |                   |       |      |  |      |        |   |  |  |      |  
|--------------------------------------------- |  | ----------------- | ----- | ---- |  | ---- | ------ | - |  |  | ---- | -
|                                              |  | 2000              |       | 2001 |  | 2002
|                                              |  |                   |       |      |  |     
|                                              |  |                  
|                                              |  | (EUR in millions)
|Effect of a 1% increase in assumed
    costs: |  |                   |       |      |  |      |        |   |  |  |      |  
|Effect on service and interest cost           |  |                   | 11.2  |      |  |      | 13.5   |   |  |  | 0.0  |  
|Effect on APBO                                |  |                   | 99.8  |      |  |      | 118.3  |   |  |  | 0.6  |  
|Effect of a 1% decrease in assumed
    costs: |  |                   |       |      |  |      |        |   |  |  |      |  
|Effect on service and interest cost           |  |                   | (9.7  | )    |  |      | (11.7  | ) |  |  | (0.0 | )
|Effect on APBO                                |  |                   | (87.5 | )    |  |      | (103.6 | ) |  |  | (0.5 | )

NOTE
39:     ACCUMULATED OTHER COMPREHENSIVE
INCOME

The components of accumulated other comprehensive
income, net of taxes, comprise:

|                           |  |                    |         |                     |  |                   |          |   |  |  |          |  
|-------------------------- |  | ------------------ | ------- | ------------------- |  | ----------------- | -------- | - |  |  | -------- | -
|                           |  |                    |         | Unrealized Gains on |  | Accumulated Other
|                           |  | Foreign Currency   |         | Available-for-Sale  |  | Comprehensive    
|                           |  | Items              |         | Securities          |  | Income           
|                           |  |                    |         |                     |  |                  
|                           |  |                   
|                           |  | (EUR in thousands)
|Balance, January 1, 2000   |  |                    | 7,451   |                     |  |                   | 51,275   |   |  |  | 58,726   |  
|Changes during 2000        |  |                    | 3,243   |                     |  |                   | (103,589 | ) |  |  | (100,346 | )
|                           |  |                    |         |                     |  |                   |          |   |  |  |          |  
|Balance, December 31, 2000 |  |                    | 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  | )
|                           |  |                    |         |                     |  |                   |          |   |  |  |          |  

NOTE 40:     POST
BALANCE SHEET EVENTS

(a)  Dividends
Declared

On May 9, 2003 at the Annual General Meeting
of the Shareholders of the Bank, the shareholders approved a
cash dividend of EUR 0.45 per share and a stock
dividend of 1 share for every 10 shares outstanding. These
new shares were issued on June 9, 2003.

NOTE
41:     RECLASSIFICATION

Certain amounts in prior periods have been
reclassified to conform to the current presentation.

198



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##### Table of Contents






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.                                                                                           

199



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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/ APOSTOLOS TAMVAKAKIS

| |                           
| | --------------------------
| | Name: Apostolos Tamvakakis
| | Title: Deputy Governor    

Date: June 27, 2003

200



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##### Table of Contents



CERTIFICATION

I, Theodoros Karatzas, certify that:



|   |                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | I have reviewed this annual report on
    Form 20-F of National Bank of Greece S.A.;                                                                                                                                                                                                                                                        
|  
|2. | Based on my knowledge, this annual report does
    not contain any untrue statement of a material fact or omit to
    state a material fact necessary to make the statements made, in
    light of the circumstances under which such statements were
    made, not misleading with respect to the period covered by this
    annual report;
|  
|3. | Based on my knowledge, the financial statements,
    and other financial information included in this annual report,
    fairly present in all material respects the financial condition,
    results of operations and cash flows of the registrant as of,
    and for, the periods presented in this annual report;                       
|  
|4. | The registrants other certifying officers
    and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                          



| |    |                                                                                                                                                                                                                                                                                                             
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | designed such disclosure controls and procedures
    to ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in
    which this annual report is being prepared;
|
| | b) | evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date); and                                                                                                      
|
| | c) | presented in this annual report our conclusions
    about the effectiveness of the disclosure controls and
    procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



|   |                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | The registrants other certifying officers
    and I have disclosed, based on our most recent evaluation, to
    the registrants auditors and the audit committee of the
    registrants board of directors (or persons performing the
    equivalent function):



| |    |                                                                                                                                                                                                                                                                                                                   
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | all significant deficiencies in the design or
    operation of internal controls which could adversely affect the
    registrants ability to record, process, summarize and
    report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) | any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrants internal controls; and                                                                                                                                                    



|   |                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | The registrants other certifying officers
    and I have indicated in this annual report whether or not there
    were significant changes in internal controls or in other
    factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses.

|                    |  |                                                                                                    
|------------------- |  | ---------------------------------------------------------------------------------------------------
|Date: June 27, 2003 |  | /s/ THEODOROS KARATZAS
    ------------------------------------
    Theodoros Karatzas
    Governor

201



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##### Table of Contents



CERTIFICATION

I, Anthimos Thomopoulos, certify that:



|   |                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | I have reviewed this annual report on
    Form 20-F of National Bank of Greece S.A.;                                                                                                                                                                                                                                                        
|  
|2. | Based on my knowledge, this annual report does
    not contain any untrue statement of a material fact or omit to
    state a material fact necessary to make the statements made, in
    light of the circumstances under which such statements were
    made, not misleading with respect to the period covered by this
    annual report;
|  
|3. | Based on my knowledge, the financial statements,
    and other financial information included in this annual report,
    fairly present in all material respects the financial condition,
    results of operations and cash flows of the registrant as of,
    and for, the periods presented in this annual report;                       
|  
|4. | The registrants other certifying officers
    and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                          



| |    |                                                                                                                                                                                                                                                                                                             
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | designed such disclosure controls and procedures
    to ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in
    which this annual report is being prepared;
|
| | b) | evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date); and                                                                                                      
|
| | c) | presented in this annual report our conclusions
    about the effectiveness of the disclosure controls and
    procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



|   |                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | The registrants other certifying officers
    and I have disclosed, based on our most recent evaluation, to
    the registrants auditors and the audit committee of the
    registrants board of directors (or persons performing the
    equivalent function):



| |    |                                                                                                                                                                                                                                                                                                                   
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | all significant deficiencies in the design or
    operation of internal controls which could adversely affect the
    registrants ability to record, process, summarize and
    report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) | any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrants internal controls; and                                                                                                                                                    



|   |                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | The registrants other certifying officers
    and I have indicated in this annual report whether or not there
    were significant changes in internal controls or in other
    factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses.

|                    |  |                                                                                                                       
|------------------- |  | ----------------------------------------------------------------------------------------------------------------------
|Date: June 27, 2003 |  | /s/ ANTHIMOS THOMOPOULOS
    ------------------------------------
    Anthimos Thomopoulos
    Chief Financial Officer

202



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##### Table of Contents



CERTIFICATION

I, Theodoros Pantalakis, certify that:



|   |                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | I have reviewed this annual report on
    Form 20-F of National Bank of Greece S.A.;                                                                                                                                                                                                                                                        
|  
|2. | Based on my knowledge, this annual report does
    not contain any untrue statement of a material fact or omit to
    state a material fact necessary to make the statements made, in
    light of the circumstances under which such statements were
    made, not misleading with respect to the period covered by this
    annual report;
|  
|3. | Based on my knowledge, the financial statements,
    and other financial information included in this annual report,
    fairly present in all material respects the financial condition,
    results of operations and cash flows of the registrant as of,
    and for, the periods presented in this annual report;                       
|  
|4. | The registrants other certifying officers
    and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                          



| |    |                                                                                                                                                                                                                                                                                                             
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | designed such disclosure controls and procedures
    to ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in
    which this annual report is being prepared;
|
| | b) | evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date); and                                                                                                      
|
| | c) | presented in this annual report our conclusions
    about the effectiveness of the disclosure controls and
    procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



|   |                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | The registrants other certifying officers
    and I have disclosed, based on our most recent evaluation, to
    the registrants auditors and the audit committee of the
    registrants board of directors (or persons performing the
    equivalent function):



| |    |                                                                                                                                                                                                                                                                                                                   
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | all significant deficiencies in the design or
    operation of internal controls which could adversely affect the
    registrants ability to record, process, summarize and
    report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) | any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrants internal controls; and                                                                                                                                                    



|   |                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | The registrants other certifying officers
    and I have indicated in this annual report whether or not there
    were significant changes in internal controls or in other
    factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses.

|                    |  |                                                                                                               
|------------------- |  | --------------------------------------------------------------------------------------------------------------
|Date: June 27, 2003 |  | /s/ THEODOROS PANTALAKIS
    ------------------------------------
    Theodoros Pantalakis
    Deputy Governor

203



---



##### Table of Contents



CERTIFICATION

I, Apostolos Tamvakakis, certify that:



|   |                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | I have reviewed this annual report on
    Form 20-F of National Bank of Greece S.A.;                                                                                                                                                                                                                                                        
|  
|2. | Based on my knowledge, this annual report does
    not contain any untrue statement of a material fact or omit to
    state a material fact necessary to make the statements made, in
    light of the circumstances under which such statements were
    made, not misleading with respect to the period covered by this
    annual report;
|  
|3. | Based on my knowledge, the financial statements,
    and other financial information included in this annual report,
    fairly present in all material respects the financial condition,
    results of operations and cash flows of the registrant as of,
    and for, the periods presented in this annual report;                       
|  
|4. | The registrants other certifying officers
    and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                          



| |    |                                                                                                                                                                                                                                                                                                             
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | designed such disclosure controls and procedures
    to ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in
    which this annual report is being prepared;
|
| | b) | evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date); and                                                                                                      
|
| | c) | presented in this annual report our conclusions
    about the effectiveness of the disclosure controls and
    procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



|   |                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | The registrants other certifying officers
    and I have disclosed, based on our most recent evaluation, to
    the registrants auditors and the audit committee of the
    registrants board of directors (or persons performing the
    equivalent function):



| |    |                                                                                                                                                                                                                                                                                                                   
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | all significant deficiencies in the design or
    operation of internal controls which could adversely affect the
    registrants ability to record, process, summarize and
    report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) | any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrants internal controls; and                                                                                                                                                    



|   |                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | The registrants other certifying officers
    and I have indicated in this annual report whether or not there
    were significant changes in internal controls or in other
    factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses.

|                    |  |                                                                                                               
|------------------- |  | --------------------------------------------------------------------------------------------------------------
|Date: June 27, 2003 |  | /s/ APOSTOLOS TAMVAKAKIS
    ------------------------------------
    Apostolos Tamvakakis
    Deputy Governor

203



---



##### Table of Contents



CERTIFICATION

I, Andreas Vranas, certify that:



|   |                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | I have reviewed this annual report on
    Form 20-F of National Bank of Greece S.A.;                                                                                                                                                                                                                                                        
|  
|2. | Based on my knowledge, this annual report does
    not contain any untrue statement of a material fact or omit to
    state a material fact necessary to make the statements made, in
    light of the circumstances under which such statements were
    made, not misleading with respect to the period covered by this
    annual report;
|  
|3. | Based on my knowledge, the financial statements,
    and other financial information included in this annual report,
    fairly present in all material respects the financial condition,
    results of operations and cash flows of the registrant as of,
    and for, the periods presented in this annual report;                       
|  
|4. | The registrants other certifying officers
    and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                          



| |    |                                                                                                                                                                                                                                                                                                             
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | designed such disclosure controls and procedures
    to ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in
    which this annual report is being prepared;
|
| | b) | evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date); and                                                                                                      
|
| | c) | presented in this annual report our conclusions
    about the effectiveness of the disclosure controls and
    procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



|   |                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | The registrants other certifying officers
    and I have disclosed, based on our most recent evaluation, to
    the registrants auditors and the audit committee of the
    registrants board of directors (or persons performing the
    equivalent function):



| |    |                                                                                                                                                                                                                                                                                                                   
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | all significant deficiencies in the design or
    operation of internal controls which could adversely affect the
    registrants ability to record, process, summarize and
    report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) | any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrants internal controls; and                                                                                                                                                    



|   |                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | The registrants other certifying officers
    and I have indicated in this annual report whether or not there
    were significant changes in internal controls or in other
    factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses.

|                    |  |                                                                                                   
|------------------- |  | --------------------------------------------------------------------------------------------------
|Date: June 27, 2003 |  | /s/ ANDREAS VRANAS
    ------------------------------------
    Andreas Vranas
    Deputy Governor

204