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                                        CONFIDENTIAL




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    O
    Bowne of London. 28, Finsbury Circus, London EC2M 7DP.               TEL: (0171) 551-5000 FAX: (0171) 551-5151
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                    SECURITIES AND EXCHANGE COMMISSION
                                                              Washington, D.C. 20549


                                                               FORM 20-F
          (Mark One)
               n           REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF
                                      THE SECURITIES EXCHANGE ACT OF 1934
                                                                            OR
               ≤                       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                                            THE SECURITIES EXCHANGE ACT OF 1934
                                                 For the fiscal year ended December 31, 1999
                                                                            OR
               n                 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                                         THE SECURITIES EXCHANGE ACT OF 1934
                                                          Commission file number:

                                                                                                                      . .
                                                  (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 of
          December 31, 1999, the close of the period covered by the annual report:
               Ordinary shares of nominal value GRD 1,450 per share *************************                                162,914,608
               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 ≤                         No n
               Indicate by check mark which financial statement item the registrant has elected to follow.
                                              Item 17 n                   Item 18 ≤
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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****************************************************                       17
          Item 5       Operating and Financial Review and Prospects *************************************                   88
          Item 6       Directors, Senior Management and Employees *************************************                    108
          Item 7       Major Shareholders and Related Party Transactions *********************************                 115
          Item 8       Financial Information **********************************************************                    117
          Item 9       The Offer and Listing *********************************************************                     119
          Item 10      Additional Information*********************************************************                     126
          Item 11      Quantitative and Qualitative Disclosures about Market Risk***************************               135
          Item 12      Description of Securities Other than Equity Securities *******************************              143
          PART II********************************************************************************                          143
          Item 13      Defaults, Dividend Arrearages and Delinquencies ***********************************                 143
          Item 14      Material Modifications to the Rights of Security Holders and Use of Proceeds ***********             143
          Item 15      [Reserved] *******************************************************************                      144
          Item 16      [Reserved] *******************************************************************                      144
          PART III *******************************************************************************                         145
          Item 17      Financial Statements***********************************************************                     145
          Item 18      Financial Statements***********************************************************                     145
          INDEX TO FINANCIAL STATEMENTS ****************************************************                               145
          INDEPENDENT AUDITORS’ REPORT *****************************************************                               146
          CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1997,
             1998 AND 1999:
             Consolidated Balance Sheets *************************************************************                     147
             Consolidated Statements of Income and Comprehensive Income ********************************                   149
             Consolidated Statements of Changes in Shareholders’ Equity **********************************                 150
             Consolidated Statements of Cash Flows ****************************************************                    151
             Notes to Consolidated Financial Statements*************************************************                   153
          Item 19      Exhibits *********************************************************************                      194




                                                                       2
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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. 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
               Financial statements for the National Bank of Greece S.A. and its consolidated subsidiaries, collectively the
          NBG Group, are expressed in Greek drachmas. 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 ‘‘$,’’ ‘‘U.S. dollars’’ or ‘‘U.S.$’’ are to United States dollars, all
          references to ‘‘DEM’’ are to Deutsche marks, all references to ‘‘ECU’’ are to the European Currency Unit of the
          EU basket of currencies prior to its replacement by the euro, and all references to ‘‘euros’’ are to the lawful
          currency of the member states of the European Union that adopt the single currency in accordance with the Treaty
          Establishing the European Community, as amended by the Treaty on European Union.
               Solely for convenience, this Annual Report contains translations of certain Greek drachma amounts into
          U.S. dollars at specified rates. These are simply translations and you should not expect that a Greek drachma
          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 Greek drachma amounts into U.S. dollars,
          where indicated, have been made at the rate of GRD 360.95 per U.S.$1.00, the noon buying rate for cable
          transfers of Greek drachmas, as reported by the Federal Reserve Bank of New York (the ‘‘Noon Buying Rate’’)
          on May 31, 2000. Similar convenience translations, such as translations of euros into U.S. dollars, Canadian
          dollars into U.S. dollars, South African rand into U.S. dollars, Cyprus pounds into U.S. dollars, and Macedonian
          denars into U.S. dollars, where indicated, have been made at the respective rates of 41.072 per U.S.$1.00,
          Canadian dollars 1.4977 per U.S.$1.00, South African rand 6.9675 per U.S.$1.00, Cyprus pounds 0.6161 per
          U.S.$1.00 and Macedonian denars 64.8912 per U.S.$1.00, the respective Noon Buying Rates for such non-U.S.
          currencies on May 31, 2000.




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               The table below sets out the highest and lowest exchange rate between the drachma and the U.S. dollar, and
          between the euro (which is expected to replace the drachma as the legal currency of Greece on January 1, 2001)
          and the U.S. dollar, for each of the completed six months preceding the filing of this Annual Report and for the
          current month, to June 15, 2000:
                                                                                U.S.$1.00 =             GRD                       Euro
          Month                                                                                  High            Low      High            Low

          December, 1999 *********************************                                      329.3            320.0   0.9984          0.9744
          January, 2000 ***********************************                                     340.7            320.1   1.0249          0.9676
          February, 2000 **********************************                                     346.3            331.9   1.0370          0.9940
          March, 2000 ************************************                                      351.4            343.5   1.0391          1.0284
          April, 2000 *************************************                                     370.4            347.3   1.1010          1.0366
          May, 2000 **************************************                                      378.1            361.0   1.1247          1.0723
          June, 2000 (through June 15, 2000) *****************                                  362.5            349.6   1.0745          1.0396

                The table below sets out the average exchange rate between the drachma and the U.S. dollar for each of the
          last five years ended December 31, between the euro and the U.S. dollar for the year ended December 31, 1999
          (the only year for which such information is available, following the inception of the euro on January 1, 1999)
          and between the ECU and the U.S. dollar for each of the previous four years ended December 31. The following
          exchange rates have been calculated using the average of the Noon Buying Rate for drachmas and euros,
          respectively, during each of the past five annual periods, and for the current annual period to June 15, 2000.
          Annual Period                                                                                    U.S.$1.00 =   GRD        Euro/ECU

          1995    ********************************************************                                               231.7       0.7732
          1996    ********************************************************                                               240.8       0.7987
          1997    ********************************************************                                               273.2       0.8845
          1998    ********************************************************                                               295.7       0.8910
          1999    ********************************************************                                               306.2       0.9387
          2000    (to June 15) *********************************************                                             348.5       1.0408

          Forward Looking Statements

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

          )   our ability to develop and expand our business;               )   our ability to expand into new markets;
          )   our ability to reduce costs, including staff costs;           )   our ability to integrate new computer systems
          )   our ability to make adequate provisions against                   into our operations and to use these new systems
              problem loans in the future;                                      to enhance productivity;
          )   changes in overall economic conditions in the                 )   our ability to take advantage of new technologies;
              Hellenic Republic;                                            )   the effects of regulation (including tax
          )   the effects of European Economic and Monetary                     regulations);
              Union;                                                        )   litigation; and
          )   capital spending and financial resources;                      )   our anticipated future revenues.

                                                                        4
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               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 hereof.


                                                                   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, 1997, 1998 and 1999 has been
          derived from, and is qualified by reference to, the Group’s audited financial statements (the ‘‘U.S. GAAP
          Financial Statements’’) and notes explaining those financial statements included elsewhere in this Annual Report.
          These U.S. GAAP Financial Statements have been prepared in accordance with U.S. GAAP and have been
          audited by Deloitte & Touche Hadjipavlou Sofianos & Cambanis S.A. Information presented below as at and for
          the year ended December 31, 1996 has been derived from unaudited financial statements. The selected financial
          and operating data should be read in conjunction with Item 5 in this Annual Report and with the Group’s
          U.S. GAAP Financial Statements and the notes thereto included elsewhere in this Annual Report.




                                                                       5
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              The following tables set forth selected financial information for the Group for the years ended December 31,
          1996, 1997, 1998 and 1999.
                                                                                            Year ended December 31,
                                                                    1996(1)          1997(1)          1998(1)         1999     1999(2)
                                                                     GRD              GRD              GRD            GRD      U.S.$
                                                                                       (in millions, except per share data)
          CONSOLIDATED STATEMENT OF
            INCOME DATA
          Total Interest Income ********************* 1,028,103 1,079,554 1,250,927                               1,175,670      3,257
          Total Interest Expense ********************     868,542  875,898  973,794                                 885,533      2,453
            Net Interest Income ********************      159,561  203,656  277,133                                 290,137        804
          Provision for loan losses ******************    (33,965) (33,774) (43,965)                                (22,108)       (61)
          Non-interest Income
            Profit on disposal of subsidiary
               undertakings ************************           —        —        —                                   30,063          83
            Profit on disposal of equity investments ****       —     2,590    5,076                                  69,013         191
            Credit card fees ***********************        9,576    9,115    9,485                                  12,595          35
            Service charges on deposit accounts *******    27,174   23,189   20,329                                  16,017          44
            Other fees and commissions *************       84,417  111,280  112,871                                 100,671         279
            Net trading account profits and losses *****    28,559   17,876  156,357                                 180,342         500
            Net realized gains on sales of available-for-
               sale securities ***********************      4,027   17,658   28,011                                  16,272         45
            Equity in earnings or losses of investees ***     918    6,386    2,034                                  (2,572)        (7)
            Other income *************************        210,295  218,396  229,568                                 256,572        711
            Total Non-interest Income ***************     364,966  406,490  563,731                                 678,973      1,881
          Non-interest Expense
            Salaries and employee benefits ***********     189,949  223,821  246,949                                 249,152         690
            Depreciation and amortization of premises
               and equipment***********************         9,972   10,999   13,316                                  18,370         51
            Amortization of intangibles **************      1,218    6,336    5,308                                   7,579         21
            Summary other ************************        207,929  279,045  287,811                                 257,175        713
               Total Non-interest Expense ************    409,068  520,201  553,384                                 532,276      1,475
          Income before income tax expense and
            minority interest ***********************      81,494   56,171  243,515                                 414,726      1,149
          Net income *****************************         62,031   28,570  131,152                                 219,225        607
          Net income per share — basic(3) ************                   424              176               682        1,039        2.9
          Net income per share — diluted(3) **********                   397              168               633          963        2.7
          Dividends per share(4) *********************                    —               196               232          286        0.8

          (1) Certain amounts in prior periods have been reclassified to conform to the current presentation. See Note 42
              to the U.S. GAAP financial statements, included in this Annual Report.
          (2) Solely for the convenience of the reader, the translation of Greek drachma into U.S. dollars has been made at
              the Noon Buying Rate of U.S.$1.00 = GRD 360.95 on May 31, 2000. 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 rights issue in November 1997, 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, and the capitalization of additional paid in capital in April
              2000.
          (4) The dividends per share information gives effect to the four for one stock split in January 1999 and the four
              for ten bonus issue in April 2000.




                                                                       6
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                                                                                              Year ended December 31,
                                                                        1996(1)           1997(1)        1998(1)          1999         1999
                                                                         GRD               GRD            GRD             GRD         U.S.$(2)
                                                                                                    (in millions)
          CONSOLIDATED BALANCE SHEET DATA
          ASSETS
          Cash and due from banks ***********************               451,728           629,173           171,268        603,371     1,672
          Obligatory deposits with central bank *************         2,136,835         2,109,114         2,016,844      1,903,605     5,274
          Federal funds sold and securities purchased under
             agreements to resell **************************             35,597            35,045             7,422         49,739       138
          Interest bearing deposits with banks ***************          967,262         1,120,480         1,980,138      1,161,717     3,218
          Money market investments **********************                69,226           167,511            50,600         52,897       147
          Securities:
             Trading account securities *********************         1,725,823         2,555,245         2,406,374      3,484,679     9,654
             Available-for-sale, at fair value *****************      1,207,125         1,641,123         1,019,501        966,846     2,679
             Investments held-to-maturity, at amortized cost ****       668,611           651,458         1,795,417      1,826,514     5,060
          Loans ***************************************               3,356,784         3,653,826         4,016,494      4,909,376    13,601
          Less: Allowances for loan losses *****************           (336,412)         (299,276)         (282,783)      (271,921)     (753)
            Net loans***********************************              3,020,372         3,354,550         3,733,711      4,637,455    12,848
          Other assets *********************************
                      (3)
                                                                        731,841         1,136,757         1,062,444      1,191,767     3,301
          Total Assets **********************************            11,014,420        13,400,456        14,243,719     15,878,590    43,991
          LIABILITIES AND SHAREHOLDERS’ EQUITY
          Total deposits *********************************            9,559,284        11,033,436        11,520,797     12,902,991    35,747
          Central bank borrowings ************************               50,930           481,244           657,809         95,652       265
          Securities sold under agreements to repurchase ******         138,824           204,400           278,370        752,848     2,086
          Long-term debt********************************                201,424            85,666            72,265         86,194       239
          Mandatorily convertible bond issue ***************            103,217            81,740            61,305         40,870       113
          Other liabilities(4) ******************************         1,021,768         1,449,588         1,456,672      1,416,740     3,925
            Total Liabilities *****************************          11,075,447        13,336,074        14,047,218     15,295,295    42,375
          SHAREHOLDERS’ EQUITY
          Common stock ********************************                  92,123           156,671            205,330       236,225       654
          Additional paid-in capital ***********************             32,914            97,610             99,599       325,765       903
          Accumulated other comprehensive income**********               13,300             8,258             25,725        20,011        55
          Treasury stock, at cost **************************            (16,416)          (37,626)           (59,110)     (102,605)     (284)
          Accumulated deficit ****************************              (182,948)         (160,531)           (75,043)      103,899       288
            Total Shareholders’ Equity ********************              (61,027)           64,382           196,501      583,295      1,616
            Total Liabilities and Shareholders’ Equity ********      11,014,420        13,400,456        14,243,719     15,878,590    43,991

          (1) Certain amounts in prior periods have been reclassified to conform to the current presentation. See Note 42
              to the U.S. GAAP Financial Statements included in this Annual Report.
          (2) Solely for the convenience of the reader, the translation of Greek drachmas into U.S. dollars has been made
              at the Noon Buying Rate of U.S.$1.00 = GRD 360.95 on May 31, 2000. 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) ‘‘Other assets’’ comprises (i) equity method investments, (ii) intangible assets, (iii) premises and equipment,
              net, (iv) customers’ liability on acceptances, (v) accrued interest receivable and (vi) other assets.
          (4) ‘‘Other liabilities’’ comprises (i) other borrowed funds, (ii) acceptances outstanding, (iii) accounts payable,
              accrued expenses and other liabilities (iv) insurance reserves and (v) minority interests.




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                                                                                                                     Year ended December 31,
                                                                                                        1996            1997       1998         1999
                                                                                                                              (in %)

          SELECTED FINANCIAL RATIOS
          Return on assets(1) *********************************************                            0.54            0.21              0.86    1.38
          Return on equity   (2)
                                   ********************************************                         n/m    (5)
                                                                                                                        n/m   (5)
                                                                                                                                       100.54   56.23
          Average equity to average assets      (3)
                                                      *******************************                   n/m    (5)
                                                                                                                        n/m   (4)(5)
                                                                                                                                         0.85    2.43

          (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 equity by average total assets as shown in Item 4.E under the subsection
              ‘‘Average Balances and Interest Rates.’’
          (4) Average equity as measured in accordance with U.S. GAAP yielded a negative amount in 1997, despite the
              fact that the Group’s average equity as measured in accordance with Greek GAAP was positive in that year.
          (5) n/m means ‘‘not meaningful.’’
              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 of the preceding financial 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 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.
                The 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 fiscal 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.

                                                                          8
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               However, according to Greek Emergency Law 148/67, as amended by Greek Law 876/79, a majority of the
          shareholders that represent at least 80% of the paid-up share capital may vote not to pay the minimum required
          dividend at a given general meeting of the shareholders. If this occurs, the undistributed dividends are converted
          into new share capital. The undistributed dividends may be transferred into reserves or otherwise applied as
          directed by a resolution of the shareholders, passed by a majority vote representing at least 95% of the paid-up
          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. 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 March 30, 2000, at the Bank’s annual general meeting (the ‘‘AGM’’), the Bank’s shareholders approved
          the distribution of a cash dividend in the amount of GRD 400 (prior to the four for ten bonus issue) or GRD 286
          (giving effect to the four for ten bonus issue) per share. An additional bonus issue was proposed at the Bank’s
          AGM but, due to an insufficient number of shareholders in attendance to constitute the required quorum for
          approval of a bonus issue, was not voted upon at the AGM. A Repeat General Meeting was scheduled for the
          purpose of voting upon the bonus issue, among other agenda items. On April 18, 2000, at the Repeat General
          Meeting, the Bank’s shareholders approved a bonus issue of the Bank’s shares, at a ratio of four shares issued for
          each ten shares held on the record date. The record date was April 26, 2000. The bonus issue was effected on
          May 18, 2000, within one month of the date on which the shareholders approved the bonus issue, as required by
          Greek law. Shares issued pursuant to this bonus issue represent a transfer from the Bank’s reserves and, therefore,
          do not affect the Bank’s net equity.

               The following table sets forth the actual dividends paid by the Bank for the periods and the dividends as a
          percentage of net income distributed according to Greek GAAP:
                                                                                       Amount                     Number of          % of
                                                                                     of dividends               shares entitled   net income
          Year Ended December 31,                                                per share, in GRD(1)             to dividend     distributed

          1995 ********************************************                                  187.5               88,946,715         40.2
          1996 ********************************************                        no distribution                       —           —
          1997 ********************************************                                  196.0              117,409,734         64.5
          1998 ********************************************                                  232.0              176,559,813         31.5
          1999 ********************************************                                  286.0              219,034,917         27.4

          (1) The dividends per share have given effect to the four for one stock split in January 1999 and the four for ten
              bonus issue in April 2000, which represents a transfer from the Bank’s reserves pursuant to Greek law.

                The number of shares entitled to receive dividends does not include the 6,461,096 shares that were issued in
          relation to the third tranche of the ‘‘Mandatorily Convertible Bonds,’’ which are described in Item 7.A, ‘‘Major
          Shareholders — State Interests,’’ and which were converted on November 15, 1999, or the 2,584,438 additional
          shares that were issued in respect of such shares pursuant to the four for ten bonus issue in April 2000. These
          shares were not eligible for dividends paid for the financial year 1999.

               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 considerations.

          B.   Capitalization and Indebtedness

               Not applicable.

          C.   Reasons for the Offer and Use of Proceeds

               Not applicable.

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          D.   Risk Factors

          General

               If you are considering purchasing our shares or ADRs, 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.

          Historically the Hellenic Republic Has Exerted Influence on Our Operations and Could Influence Them
          in the Future

               The Bank is the principal company in our group of financial services companies. In the past, the Hellenic
          Republic significantly influenced the Bank’s management policies. In addition, the Hellenic Republic has applied
          a series of quantitative and qualitative controls affecting the operations of Greek commercial banks, including
          those of the Bank. In this regard, the government’s political and budgetary objectives have affected certain of the
          Bank’s operations and some of its commercial decision-making.

               For example, during the 1980s, the Hellenic Republic encouraged the Bank to extend loans to, and make
          equity investments in, troubled companies considered to be important to the national interest. The Bank
          undertook those loans and investments with little consideration for the credit quality of those troubled companies
          although most of these loans were collateralized. In addition, in the past when a new government was elected in
          Greece, the existing Governor of the Bank and other key members of senior management were generally replaced
          with executives chosen by the new government administration. For many years, the Hellenic Republic has
          significantly impacted the direction and policies of our operations. As discussed in the ‘‘Business Overview’’
          section in Item 4.B of this Annual Report, the Greek banking sector has undergone significant regulatory
          liberalization in recent years, particularly in the late 1980s and early 1990s, including the full implementation of
          all EU Directives related to the financial sector of the economy. We now base our business decisions on
          commercial criteria. However, we cannot assure you that we will not be subject to influence from the Hellenic
          Republic in the future.

          The Hellenic Republic Is Our Principal Shareholder

                The Hellenic Republic and certain state-related entities, primarily pension funds (most of whose boards of
          directors are appointed by the Hellenic Republic), control shares representing approximately 39.3% of the issued
          share capital of the Bank, as at May 26, 2000. In the future, the Hellenic Republic and these certain state-related
          entities could control, directly or indirectly, up to 48.6% of our issued share capital, assuming (1) the conversion,
          in 2000 and 2001, of the two remaining tranches of mandatorily convertible bonds due 2001 issued by the Bank
          which are convertible into 12,922,196 of the Bank’s shares and (2) the repurchase of an additional
          14,560,682 shares from Hellenic Finance S.C.A. pursuant to a put option agreement, and assuming no further
          unforeseen acquisitions or dispositions of shares by such parties and no further changes in the Bank’s share
          capital. See Item 7.A, ‘‘Major Shareholders and Related Party Transactions — State Interests.’’ The current
          government has stated its present intention to keep the Hellenic Republic’s direct and indirect ownership interests
          in the Bank to less than 49.0% of the issued share capital of the Bank.

               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.

               We expect that we will be able to continue to follow our current, commercially-oriented strategy for the
          foreseeable future. However, if there is a change in the government of Greece, we cannot assure you that the

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          Bank’s current senior management will continue to serve in their present capacities or that our commercial
          initiatives and policies will be continued.

          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. Prior to this change, NBG made
          general provisions as well as specific provisions for non-performing loans. Although these new policies did not
          require NBG to increase its provisions in respect of specific exposures during the year ended December 31, 1999,
          they are an example of the changing nature of the regulatory environment for the banking industry in Greece. We
          cannot predict what regulatory changes may be imposed in the future. For example, in April and July 1999, the
          Bank of Greece introduced certain changes in reserve requirements in order to contain credit expansion. These
          regulations were subsequently repealed with effect from January 1 and April 1, 2000, respectively. If we were
          required to take additional provisions or reserves, this could adversely affect our results of operations, as could
          other unforeseen regulatory changes.

          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 8.8% of our total loan portfolio as at December 31, 1999. Our level
          of non-performing loans is significantly higher than that of many other banks in the EU. Key factors that have
          contributed to our high level of non-performing loans in the past include:
               )   recession in the Greek economy, which affected many borrowers in the late 1980s and early 1990s;
               )   government influence over lending policies, including
                     —       government and central bank regulations requiring lending to specific sectors of the economy;
                     —       requirements that the Bank extend loans to troubled companies considered to be important to
                             the Greek national interest;
               )   over-reliance on borrowers’ collateral, rather than cash flows, as a measure of creditworthiness for
                   approving and monitoring loans; and
               )   inadequate procedures for monitoring troubled loans.
               As a result of certain tax and legal considerations, non-performing loans also 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 have new
          credit approval and monitoring procedures to limit the amount of future non-performing loans. These new
          procedures focus on the borrower’s cash flow and ability to repay. However, we cannot assure you that our new
          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 Greek economy is not subject to our control and would likely
          result in a higher proportion of non-performing loans. See Item 4.E, ‘‘Credit Quality — Non-Performing Loans,
          Loan Loss Provisions and Loan Loss Experience.’’

          Our Delinquent Loans in Greece Are Not Considered Non-Performing Until Much Later than Would
          be the Case in the United States
               In Greece, the Bank ceases to accrue interest on commercial loans, residential real estate loans and credit
          card loans only when they are delinquent for 180 days, 360 days and 100 days, respectively. This is considerably

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          longer than would be the case if such loans were extended in the United States and subject to United States
          banking regulations. In the United States, loans are generally considered non-performing if they are delinquent
          for 90 days.

          A Significant Portion of Our Loans Are to the Shipping Industry
               We are active in making loans to the shipping industry. Historically, the shipping industry has been highly
          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. The shipping industry experienced declines most recently between 1996 and
          1999. As a result, approximately 20.2% of our loans to the shipping industry were non-performing at
          December 31, 1999, accounting for approximately 13.9% of all our non-performing loans at such date. We cannot
          assure you that the shipping industry will not experience another decline in the near future, which would have a
          negative effect on our level of non-performing loans.

          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 participating 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 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 per year 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 under various pension
          plans. Actuarial studies show that many of these plans could have an operating deficit in the future, though the
          Bank believes it has no current legal obligation to make up such deficits. However, there can be no assurance that
          the existing laws will remain unchanged, 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.

          Group Initiatives Aimed at Increasing Our Profitability May Not Be Successful
               In recent years, we have begun implementing a number of new initiatives to enhance profitability and reduce
          costs, and are continuing to develop these initiatives currently. These initiatives include:
               )   cross-selling customer products and services, such as insurance, brokerage, credit cards and mutual
                   funds, through the Bank’s branch network;
               )   instituting new credit approval and monitoring procedures at the Bank to enable the Group to improve its
                   mix of assets;
               )   improving our investment portfolio by gradually reducing low-return assets, such as government
                   securities, and increasing customer lending to high-margin sectors, such as trade, mortgage and
                   consumer loans;
               )   expansion in emerging markets, primarily in the southeastern regions of Europe and the Mediterranean,
                   including in Bulgaria, Romania, Albania, Cyprus, the Former Yugoslav Republic of Macedonia and
                   Egypt;
               )   upgrading information technology systems;

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               )   establishing accelerated procedures for foreclosing on collateral when loans become non-performing;
                   and
               )   implementing new systems for market risk management.
              We cannot assure you that we will obtain 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 and its convergence
          towards the economies of other EU states.

          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. The Greek market is characterized both by increasing deregulation and
          a significant number and variety of credit institutions. Deregulation in the Greek banking sector has led to
          increased competition and significant pressure on interest rate margins. Certain mergers of other Greek banks
          have been announced recently, which may also lead to increased competition. 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 successfully compete with domestic
          and international banks in the future.
               The single European currency, when implemented in Greece, may further expose the Group, together with
          other Greek banks, to increased competition from foreign banks entering the Greek market. Foreign banks may
          offer more competitive deposit and lending rates than those traditionally offered by the Group. To compete with
          foreign banks for deposit and loan customers after Greece participates in European Economic and Monetary
          Union, we may have to offer more attractive deposit and lending rates. It is possible that increased competition
          from foreign banks resulting from the introduction of the single currency in Greece may have a material adverse
          effect on our financial condition and results of operations.

          Year 2000 May Continue to Present an Operational Risk to Our Group and to Third Parties
          on Whom We Depend
               Prior to January 1, 2000, technology experts internationally warned computer end-users of potential
          problems with computer hardware and software anticipated to arise from the transition into the new millennium
          on December 31, 1999, and the days leading up to and following it, as a result of the popularly-named
          ‘‘Millennium Bug.’’ The Millennium Bug might, in theory, disrupt the normal functioning of some computer
          systems. Such disruptions could result in system failures or miscalculations causing disruption of operations,
          including, among other things, a temporary inability to process transactions, calculate interest rates, send invoices
          or engage in similar normal business activities. Even after January 1, 2000, the Millennium Bug may present
          ongoing risks, attributable to the fact that there are still additional ‘‘critical dates’’ throughout 2000 (such as the
          transition from 2000 to 2001 on December 31, 2000) which, it is feared, may trigger disruptions in certain
          computer hardware and software.
               Neither the Bank nor any other company within the Group experienced any technological problems with its
          internal systems on December 31, 1999 or January 1, 2000 in relation to the Millennium Bug. Nevertheless, the
          Millennium Bug may continue to pose a risk to all businesses, including those of the Group, that depend directly
          on computers and information technology. Our potential areas of exposure to the Millennium Bug include
          computers, software, telephone systems and other equipment used internally. Technology experts agree that there
          are certain precautionary modifications that can be made to computer hardware and software which should
          immunize a given computer system to the Millennium Bug. Systems which have been so modified and tested are
          deemed ‘‘Year 2000 compliant.’’ All of our core systems’ Year 2000 compliance plans have been tested and we
          believe that all of our core systems are Year 2000 compliant. Nevertheless, any failures attributable to the
          Millennium Bug across our main business critical systems, such as lending and deposit applications and trading
          systems, could have a material adverse effect on our financial condition.
               The Millennium Bug may continue to pose a further risk, in that third parties on whom we depend in our
          daily operations for services such as electricity and telephone connections may suffer computer failure, indirectly

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          causing disruptions to our systems. We have not, to date, experienced any business interruptions or shutdowns,
          financial losses, regulatory actions or other difficulties resulting from the failure of any of our borrowers or of any
          third parties, including public utility companies and other banks in the inter-bank network, to remedy their own
          Year 2000 problems. However, we cannot provide assurances that any parties with which or through whom we
          conduct business, including our suppliers, borrowers, customers, trading partners, the Athens Stock Exchange
          and the Bank of Greece, will not in the future experience operating difficulties in relation to the Millennium Bug
          issue, which may consequently have a material adverse effect on our business, financial condition or operating
          results.

          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 past practice of dismissing employees only ‘‘for cause;’’ and
               )   our desire to maintain good relations with the labor unions representing our employees.
                As a result, we have depended, and will continue to depend, on hiring restrictions and attrition to achieve
          staff reductions. Between December 31, 1998 and December 31, 1999, the staff of the Bank was reduced by
          240 employees (or 1.5% of the Bank’s total staff). During the same period, the number of employees of the
          Group as a whole was reduced by 300 (or 1.5% of the Group’s total staff). In addition, the Group’s total number
          of employees decreased by a further 540 as a result of the fact that Chemical Industries of Northern Greece S.A.
          and Potidaia S.A., both of which were consolidated companies in the Group as at December 31, 1998, were no
          longer fully consolidated or were disposed of, respectively, as at December 31, 1999. See Note 4 to the U.S.
          GAAP Financial Statements. We cannot assure you, however, that we will be able to reduce our staff to levels
          which 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 many members of their senior
          management, including the Governor and the Deputy Governors of the Bank (who are appointed by the Bank’s
          General Assembly for a three year term). The salaries of senior executives 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. The Hellenic
          Republic, as the dominant shareholder, has the power to significantly influence the election of members of the
          Board. Our business could suffer from the loss of certain key senior managers.

          Political and Economic Developments in Greece and Elsewhere in the European Union Could Adversely
          Affect Our Operations
               Our financial condition, results of operations and prospects and the market price and liquidity of the Bank’s
          shares may be adversely affected by events outside our control, namely:
               )   EU Directives in the banking sector and other areas;
               )   changes in Greek government policy;
               )   political instability in the Balkans and the ongoing peace-keeping enforcement missions in the former
                   Yugoslavia; and
               )   taxation and other political, economic or social developments in or affecting Greece and the Balkans.
              It is possible that events affecting us could occur which are outside the control even of the Hellenic
          Republic.

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          European Economic and Monetary Union Could Have a Negative Effect on Our Results of Operations

                The third stage of European Economic Monetary Union, also known as EMU, was implemented by certain
          member states of the European Union on January 1, 1999. This has resulted in the fixing of exchange rates and
          the adoption of a single currency, the euro, for all participating countries. In March 1998, the Greek drachma
          entered the European Exchange Rate Mechanism in order to fulfill the Maastricht criteria for exchange rate
          stability. While Greece did not participate in the third stage of EMU in 1999, the EU Parliament on May 18, 2000
          ratified the Hellenic Republic’s application to participate in the third stage of EMU in the next round of entry,
          commencing on January 1, 2001. At the EU summit of leaders held on June 19 and 20, 2000, entry by Greece
          into the third stage of EMU was ratified, and it is a stated goal of the Greek government to participate, resulting in
          the adoption of the euro as the legal currency in Greece, on January 1, 2001. If Greece does not begin its
          participation in the third stage of EMU on January 1, 2001, it could have a negative impact on the Greek economy
          and on the price of the Bank’s shares and the ADRs.

               The introduction of the euro in Greece is predicted to place downward pressure on interest rates in Greece,
          which should create pressure on the Bank’s lending margins. Introduction of the euro may also facilitate entry
          into the Greek banking market by competitors from other EMU countries and may significantly reduce the level
          of the Bank’s foreign exchange earnings. Moreover, the Bank will probably incur transition costs in connection
          with the new currency and will lose certain traditional sources of income. For example, the withdrawal of
          drachma-denominated coins and bills from circulation may impose costs on the Bank. The Bank may also incur
          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. The Bank may initiate a public relations program and a staff retraining program in
          anticipation of the introduction of the euro, and these programs will result in additional costs to the Bank.
          Furthermore, apart from costs associated with the Bank’s adaptation to the new currency, there may be
          inadvertent costs caused by human errors, systems errors, and other unforeseen problems associated with the
          introduction of the euro.

               See Item 5.D, ‘‘Trend Information — European Economic and Monetary Union,’’ for more information on
          the effects of EMU on the Bank.

          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 is denominated in Greek
          drachmas, and is expected to continue to be so prior to Greece’s participation in the third stage of EMU and the
          anticipated adoption of the euro as its lawful currency on January 1, 2001. Fluctuations in the exchange rate
          between the drachma and other currencies may affect the value of the Bank’s shares in the local currency of
          investors outside Greece. For example, although the Bank’s ADRs are traded in U.S. dollars, the underlying
          shares are currently denominated in Greek drachmas and exchange rate fluctuations between the drachma and the
          U.S. dollar may affect the value of the Bank’s ADRs. Additionally, cash dividends on the Bank’s shares will be
          paid in Greek drachmas and will, therefore, be affected by exchange rate fluctuations when converted to an
          investor’s local currency, including U.S. dollars. Moreover, although the conversion rate between the drachma
          and the euro was fixed on June 20, 2000 at 41.00 = GRD 340.75 for the purposes of Greece’s prospective
          participation in EMU on January 1, 2001, exchange rate fluctuations between the drachma and the euro prior to
          Greece’s entry in EMU may affect the euro equivalent of the drachma-denominated price of the Bank’s shares.

               Following Greece’s anticipated adoption of the euro as its legal currency on January 1, 2001, the drachma
          will cease to exist as a legal currency in Greece and the Bank’s shares will be redenominated in euro at the fixed
          drachma-to-euro conversion rate. Fluctuations in the exchange rate between the euro and other currencies,
          especially the U.S. dollar, 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 legal currency. For example, the
          euro’s value against the U.S. dollar dropped by approximately 25% between its inception on January 1, 1999 and
          May 4, 2000. Continued devaluation 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.

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          The Athens Stock Exchange is Less Liquid Than Other Major Exchanges
               The principal trading market for the Bank’s shares is the Athens Stock Exchange (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 1999, average daily volume on the ASE was approximately GRD 235.8 billion.
                At December 31, 1999, the aggregate market capitalization of all shares listed on the ASE was
          approximately GRD 67.3 trillion. The market capitalization of the Bank’s shares listed on the ASE was GRD
          5.2 trillion, representing approximately 7.7% 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;
               )   potential or actual sale of large numbers of the Bank’s shares into the market, including by the Hellenic
                   Republic or by holders of 2% exchangeable bonds due 2003 which were issued by Hellenic Finance
                   S.C.A. in June 1999 and that are exchangeable for shares in the Bank at any time on or after July 1,
                   2000;
               )   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).
              In addition, the stock market in general has been highly volatile. Investors may not be able to trade large
          amounts of shares during or following periods of volatility.
               Investing in securities of companies listed on the ASE may involve special considerations not typically
          associated with other securities markets. For example, during the period from March 2, 2000, through April 30,
          2000, the ASE General Index declined by 23.6%. Conversely, for the period from August 2, 1999 to
          September 30, 1999, the same index gained approximately 31.5%. For the same two periods, respectively, the
          Bank’s share price fell 18.9%, and gained 17.6%.

          Preemptive Rights May Not Be Available to U.S. Holders of Shares or ADRs
                Under Greek law and our Articles of Association, prior to the issuance of any new shares, we must offer
          holders of our existing shares preemptive rights to subscribe and pay for a sufficient number of shares to maintain
          their existing ownership percentages. These preemptive rights are generally transferrable during the subscription
          period for the related offering and may be quoted on the ASE.
               United States 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, is effective with respect to such rights or an exemption from the registration requirements of
          the U.S. Securities Act of 1933, as amended, 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

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          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 may 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
                                                                                             ee
               National Bank of Greece S.A. was founded in 1841 and incorporated as a soci´ t´ 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 and 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 Athens Stock
          Exchange 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 011-30-1-334-1000. The Bank’s agent for service in the
          U.S. is Thomas O’Brien at Atlantic Bank of New York, 960 Avenue of the Americas, New York, NY 10001.
                In its 159 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., which we refer to as ‘‘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
          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 December 1999, we acquired 100% control of Diethniki Mutual Fund Management Co. S.A. by
          purchasing from Deutsche Bank the 25% interest which we did not already control, for 411 million. In January
          2000, we purchased a 10.0% interest in OTEnet, an internet service provider in Greece, for GRD 1.6 billion. We
          anticipate that this investment participation may be of strategic importance to us in the future as we explore new
          distribution channels for our products. We are now in the process of merging Diethniki Mutual Fund Management
          Co. with Mortgage Mutual Fund Management S.A., another subsidiary of the Bank. In April 2000, we acquired
          Stopanska Banka a.d. Skopje (which we refer to in this Annual Report as ‘‘Stopanska Banka’’), based in Skopje,

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          in the Former Yugoslav Republic of Macedonia. We paid a purchase price of DEM 63,470,588 (approximately
          U.S.$ 30 million) for Stopanska Banka. In May 2000, the Bank agreed to acquire approximately 90% of United
          Bulgarian Bank. United Bulgarian Bank had DEM 1,026 million (GRD 173,291 million) in assets as at
          December 31, 1999, making it the third largest bank in Bulgaria in terms of assets. For the same period, United
          Bulgarian Bank had net income of DEM 26.6 million (GRD 4,493 million) and a distribution network comprising
          140 branches and sub-branches. The Bank’s acquisition of this approximately 90% interest is pending local
          regulatory approval, but is expected to be completed by July 15, 2000. On completion of the transaction, the
          remaining 10%, which is currently owned by the European Bank for Reconstruction and Development, will be
          acquired by the Bank within two years at a price that has been agreed pursuant to the current transaction. The
          completion of the Bank’s agreed participation is subject to Bulgarian regulatory approval. In addition, NBG
          International Limited, a Group company incorporated in the United Kingdom, recently formed an agreement to
          acquire (subject to U.S. regulatory approvals), Newbrook Securities, a U.S. registered broker-dealer, and
          Newbrook Capital Management, Inc., an asset management company, in order to expand the Group’s brokerage
          and asset management activities in the United States. See Item 4.B, ‘‘Business Overview — Investment Banking
          and Brokerage Services — Stock Brokerage.’’

              The table below sets out the Bank’s principal items of capital expenditure for 1997, 1998, and 1999, and its
          budgeted planned items in 2000.
                                                                                                  Year ended December 31,
          Type of Capital Expenditure                                         1997(1)             1998(1)          1999                  2000(2)
                                                                                                     (GRD in millions)

          Interests in other companies (including subscriptions
             in rights issues of the Bank’s subsidiaries) *******                8,537               7,307               37,992          115,630
          Information technology and other electronic
             equipment *********************************                         1,149               9,357               21,349           16,457
          Furniture, fixtures and fittings *******************                     3,366               2,174                1,186            2,778
          Other capital expenditures **********************                      6,436               4,813                5,828            7,583
          Foreign expansion *****************************                           —                   —                   515            1,255
          Total****************************************                         19,488              23,651               66,870          143,703

          (1) Does not include any expenditures made by NMB prior to its legal merger into the Bank on October 2, 1998.

          (2) Budgeted amount, with the exception of ‘‘Interests in other companies’’, which is the amount actually
              invested.

               With the exception of our acquisition of Stopanska Banka in April 2000, our prospective acquisitions of
          Newbrook Securities, Newbrook Capital Management and of United Bulgarian Bank (all three of which are
          pending local regulatory approval), all of our principal capital expenditures during the past three financial years
          and those budgeted for 2000 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.

               Significant disposals of non-core assets started in 1996 as part of a strategy to streamline our operations. 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 divestitures, as summarized by the
          table below. These divestitures have been domestic in nature.
                                                                                                                             Amount
          Type of Divestiture                         Group Companies                                             1996    1997   1998      1999
                                                                                                                         (GRD in billions)

          Equity Investments(1) ************* The Bank, ETEVA and Ethniki Kefalaiou                               37.0    31.3    38.2      105.0
          Real Estate(2) ******************* The Bank and Ethniki Kefalaiou                                        7.0     9.7    10.4       23.0


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          (1) Disposals exceeding GRD 1 billion were in the following sectors: holding companies, banking, cement and
              textiles in 1996; cement, chemical, metallurgical, hotels, investment companies and banking in 1997;
              banking, cement and transportation in 1998, and hotels and cement in 1999.
          (2) Represents intensified efforts to divest property that was acquired by the Bank primarily through foreclosure
              proceedings.

               Disposal of non-core assets in 1999 included the Bank’s holdings in the hotel businesses Potidaia S.A.,
          Lampsa Hotels Co. S.A. and various minority participations of the Bank, which were sold over the ASE.
          Additionally, Astir Hotel Co., a Group company, intends to offer approximately 21.5% of its holding in Astir
          Palace Vouliagmeni Hotel to the public through the ASE in 2000. The Bank anticipates that it will absorb the
          parent company, Astir Hotel Co., also in the course of 2000.

                The Bank intends to continue to dispose of certain non-core real estate holdings while consolidating the
          remaining assets in its real estate portfolio that are unrelated to its principal financial services businesses into
          NBG Real Estate and General Warehouses S.A., one of its 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 those properties that we are not divesting in the near-term. On March 6,
          2000, a fully subscribed rights issue of NBG Real Estate and General Warehouses, a Group company, of
          approximately GRD 109 billion, was completed. GRD 75.6 billion of the rights issue was contributed by the
          Bank and used to fund, in part, the acquisition by NBG Real Estate and General Warehouses of those of the
          Group’s properties which we do not currently have plans to sell.

          B.   Business Overview

          Introduction

               The NBG Group is the largest financial group in Greece. We also have an international presence, with
          operations in 16 countries 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 85.1% of our total assets as at
          December 31, 1999. The Bank’s deposits and other liabilities to customers and financial institutions, as measured
          under U.S. GAAP, represent 77.6%, of our total liabilities as of December 31, 1999. While the Bank conducts
          most of our banking activities, it is supported by ETEVA, the Bank’s investment banking subsidiary, and six
          overseas banking subsidiaries, including the newly-acquired Stopanska Banka.

               We are the most diverse financial services group in Greece. We are the leader in nearly every domestic
          market segment in which we operate. In addition to our banking activities, we are the largest and most active
          participant by volume in the national electronic dealing system of Greek government bonds. We estimate that we
          handle approximately a 20% market share by trading volume of the Greek primary and secondary markets in
          Greek government securities, and approximately a 22% market share of Greek domestic underwriting in equity
          securities. At December 31, 1999, we had GRD 1,841 billion in assets under management, making us one of the
          leaders in the market.

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                The following table summarizes our relative assets, revenues and net income before tax 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.
                                                                                                                    Non                 Non                Net income
                                                                       Interest             Interest              interest            interest               before
                                                Total Assets    (%)    income        (%)    expense       (%)     income       (%)    expense       (%)       taxes       (%)
                                                    (GRD                 (GRD                 (GRD                 (GRD                 (GRD                  (GRD
                                                 in millions)         in millions)         in millions)         in millions)         in millions)          in millions)
          December 31, 1997
          Banking — Greek ********************* 11,030,067      82%      907,697      84% 711,527         81% 158,989          39% 250,581          48% 52,178             93%
          Banking — Foreign ******************** 1,756,729      13%      140,935      13% 139,465         16% 30,306            8% 28,627            6% 10,517             19%
          Investment banking*********************  214,504       2%       14,617       1%   6,391          1%   4,107           1%   4,421           1%   7,912            14%
          Other — Greek(1) **********************  392,969       3%       16,113       2% 18,333           2% 212,626          52% 235,911          45% (16,137)          (29)%
          Other — Foreign **********************     6,187       0%          192       0%     182          0%     462           0%     661           0%   1,701             3%
          Total ******************************** 13,400,456 100% 1,079,554 100% 875,898                   100% 406,490         100% 520,201         100%     56,171       100%

          December 31, 1998
          Banking — Greek ********************* 11,071,059      78%      982,234      79% 771,313         79% 262,954          47% 282,556          51% 159,038            65%
          Banking — Foreign ******************** 2,298,285      16%      225,536      18% 182,190         19% 24,157            4% 34,242            6% 26,995             11%
          Investment banking*********************  335,077       2%       28,156       2% 18,354           2% 18,081            3%   5,352           1% 22,531              9%
          Other — Greek(1) **********************  532,673       4%       14,136       1%   1,934          0% 257,508          46% 230,087          42% 38,063             16%
          Other — Foreign **********************     6,625       0%          865       0%       3          0%   1,031           0%   1,147           0% (3,112)            (1)%
          Total ******************************** 14,243,719 100% 1,250,927 100% 973,794                   100% 563,731         100% 553,384         100% 243,515          100%

          December 31, 1999
          Banking — Greek ********************* 11,791,295      74%      892,091      76% 722,606         82% 297,168          44% 270,336          51% 185,523            44%
          Banking — Foreign ******************** 2,926,599      19%      228,772      19% 136,253         15% 10,496            1% 37,822            7% 57,576             14%
          Investment banking*********************  499,925       3%       33,592       3% 24,941           3% 32,157            5%   6,090           1% 32,592              8%
          Other — Greek(1) **********************  654,186       4%       20,790       2%   1,617          0% 338,420          50% 216,129          41% 139,934            34%
          Other — Foreign **********************     6,585       0%          425       0%     116          0%     732           0%   1,899           0%    (899)            0%
          Total ******************************** 15,878,590 100% 1,175,670           100% 885,533         100% 678,973         100% 532,276         100% 414,726          100%


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

              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 the
          end of 1999, the last date for which such information is available, approximately 40% of all deposits with, and
          approximately 31.7% of all loans made by, Greek commercial banks (excluding specialized credit institutions)
          were held or made by the Bank. During 1999, the Bank contributed approximately 56% of the Group’s
          consolidated net profits (before taxes, minority interests and provisions) for that period.

              We are the leader in providing most other financial services in Greece. In Greece, we are the largest
          mortgage lender, the largest insurance operator (in terms of assets and revenues), one of the leading providers of
          brokerage services and securities trading and one of the largest 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 distribution of 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 offered by various NBG Group companies which may be of particular interest to
          them. For instance, our mortgage customers are informed of our insurance products, through which they may
          choose to insure against certain damage to their property and against events and circumstances that might cause
          them to default of 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 their consumer
          goods. We have also entered into contractual arrangements with mobile telephony providers in Greece which
          enable us to offer to our customers certain banking services, such as balance inquiries, through their mobile
          telephones. As part of these arrangements, we can transmit marketing messages to those of our customers who
          utilize our services by means of ‘‘Short Messaging System’’ (‘‘SMS’’) mobile phone technology.

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          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, 1999, there were 40 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 (both commercial and/or investment banks) and specialized credit institutions.

          Universal Banks
          Commercial Banks
               There are currently four commercial banks, including NBG, which are controlled, directly or indirectly, by
          the Hellenic Republic. However, the recent trend appears to favor privatization of the industry. For example, in
          1998, the Greek government privatized Bank of Central Greece and Creta Bank and, in early 1999, Ionian Bank.
          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. Most recently, in June 2000, France’s Credit Agricole agreed to purchase a 6.7% interest in Commercial
          Bank, 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.
               There are currently eight private commercial banks incorporated in Greece. However, there is a recent trend
          towards consolidation in the banking industry in Greece. In January 2000, Ergobank S.A. and Eurobank S.A.
          announced their intention to merge and began procedures for a legal merger under Greek law, a process which
          normally takes approximately four to six months. The legal merger of Eurobank and Ergobank is expected to be
          completed by June 30, 2000. For this reason, and because Eurobank and Ergobank are currently merging
          operationally under a common management team, we have treated them as one entity throughout this Annual
          Report. Similarly, Bank of Macedonia-Thrace, Bank of Piraeus and Xios Bank, the three commercial banks
          which form part of the Piraeus Group, have obtained shareholder’s approval to merge and the merger is expected
          to be completed by June 30, 2000. For this reason, we have also treated them as one unit throughout this Annual
          Report. The merger of Eurobank and Ergobank and the consolidation within the Piraeus Group exemplify the
          trend towards consolidation.
               Traditionally, commercial banks have dominated the Greek financial services market. Recently, however,
          other specialized credit institutions have expanded into commercial banking as a result of significant liberaliza-
          tion of the Greek financial services industry, thereby increasing competition in the market.

          Investment Banks
               There are currently four investment banks in Greece which legally operate under the same legislation as
          commercial banks, but which have chosen to dedicate their operations to investment banking activities. The most
          established participants in this market are Telesis Bank (formerly, Dorian Bank) and Piraeus Prime Bank. In
          addition, Commercial Investment Bank has recently re-commenced investment banking operations and Hellenic
          Investment Bank, formed this year, has entered the investment banking market.

          Specialized Credit Institutions
               Although deregulation has had a blurring effect on the historical distinction in Greece between those
          services provided by commercial banks and those provided by specialized credit institutions, specialized credit

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          institutions retain a significant role within particular sectors of the Greek financial services market. There are
          currently six such specialized institutions in total, including:

          Two industrial development banks:

               )   Hellenic Bank for Industrial Development (a majority state-owned bank listed on the Athens Stock
                   Exchange)

               )   ETEVA (the investment banking arm of NBG)

          One mortgage bank:

               )   Aspis Bank (a private mortgage bank)

              Although private commercial banks are now permitted to provide retail mortgages, the market continues to
          be dominated by the Bank, as successor to NMB pursuant to their merger.

          Three further specialized credit institutions:

               )   the Agricultural Bank of Greece (which, although offering a range of banking services, is the primary
                   source of lending to the agricultural sector)

               )   the Deposits and Loan 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)

             The Group does not consider the Deposits and Loan Fund or the Postal Savings Bank to be competitors for
          commercial banking customers.

          Foreign Banks

                There are 20 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, Barclays Bank, HSBC, ABN Amro, Banque Nationale de Paris and Bank of Cyprus. Most of
          their businesses have focused upon treasury operations and large corporate lending. With the exception of a few
          banks such as Citibank, HSBC, ABN Amro, and Bank of Cyprus, the majority of foreign banks operating in
          Greece have not been involved in retail banking services.

          Competition

                Domestic commercial banks (excluding specialized credit institutions) control approximately 72.4% of total
          assets in the Greek banking sector, amounting in total to GRD 26.2 trillion at December 31, 1998, the last date
          for which such information is currently available, according to the Hellenic Banking Association. Foreign
          commercial banks controlled approximately 13.5% of Greek banking assets at that date, while specialized
          institutions have a market share of approximately 14.1%.

               According to the Hellenic Banking Association, state-controlled institutions controlled approximately 48.2%
          of total assets in the Greek banking sector as at December 31, 1998, the last date for which such information is
          currently available. 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.

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               The following table shows the market share of the principal commercial banks in Greece in terms of assets,
          loans and deposits as at December 31, 1999 (the last date for which accurate data is currently available),
          excluding all specialized credit institutions, according to our own internal analysis of published financial
          statements:
                                                                                                                Year ended December 31, 1999
          Bank(1)                                                                                               Assets    Loans     Deposits
                                                                                                                           (%)
          National Bank of Greece **********************************************                                36.6      31.7        40.0
          Alpha Bank (Alpha Credit Bank and Ionian Bank, which have now merged) **************                  22.2      25.4        21.4
          Eurobank (including Ergobank, with which Eurobank is currently merging) ***************               13.4      13.2        13.3
          Commercial Bank of Greece *******************************************                                 12.8      14.0        12.6
          Piraeus Bank, Piraeus Prime Bank, Xios Bank and Bank of Macedonia-Thrace
            (which together form part of the Piraeus Group) *********************************                    8.8        8.0         6.9

          (1) These figures include 14 domestic universal banks (including the three commercial banks in the Piraeus
              Group which are consolidating, and Eurobank and Ergobank, which are in the process of merging), 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,
          1998, the last date for which such information is currently available, according to the Hellenic Banking
          Association:
                                                                                                             Year ended December 31, 1998
                                                                                                            Assets      Loans        Deposits
                                                                                                                   (GRD in billions)
          Commercial Banks
            Domestic ******************************************************                                28,172        9,910       23,539
            Foreign ********************************************************                                5,259        1,800        2,588
          Total ************************************************************                               33,431       11,710       26,127
          Other credit institutions(1) *******************************************                          5,487        3,170        3,614
          Total ************************************************************                               38,918       14,880       29,741
          The Group as a percentage of Total***********************************                              31.9%        28.9%        36.6%

          (1) These figures exclude the Deposit and Loans Fund and the Postal Savings Bank.

          Banking Activities in Greece
               Most of our banking business is domestic and includes commercial banking and retail banking. At
          December 31, 1999, approximately 77.0% of our total assets were domestic banking-related assets while during
          1999, the Group derived approximately 52.0% of its net income (before tax and minority interest) from its
          domestic banking operations. The Bank conducts close to all of the Group’s banking activities in Greece. At
          December 31, 1999, total gross loans (including advances) extended by the Bank domestically stood at
          GRD 3,495 billion, a 10.9% increase over the corresponding figure at December 31, 1998. The Bank’s domestic
          operations accounted for 71.2% of the Group’s total lending activities at December 31, 1999 with ETEVA
          accounting for an additional 3.8% of such activities.




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               The following table sets forth details of the Bank’s domestic operations (in terms of loans and deposits) as
          stated at December 31, 1999:
                                                                                                   Loans(1)                                  Deposits
                                                                                                                  % of                                  % of
                                                                                          Amount                  Total            Amount               Total
                                                                                       (GRD in billions)                        (GRD in billions)
          Commercial and Retail***************************                                    3,208               72.3                 9,692            89.9
          Public Sector(2) *********************************                                    287                 6.5                  809             7.5
          Interbank **************************************                                      940               21.2                   278              2.6
          Total******************************************                                     4,435                100                10,779             100

          (1) Retail includes consumer loans, personal loans, residential mortgages, automobile financing and credit cards.
          (2) Generally defined as 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;
              )   the prominence of the Bank’s brand name to a large segment of the population; and
              )   the 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
          (including NMB, which was merged into the Bank in October 1998) from December 31, 1997 through
          December 31, 1999.

                                                                               Loans
                                          5,000                                                        The Bank (including NMB in 1998 and 1999)
                                                                                                       NMB

                                          4,000
                                                                                                                          3,495
                                                                                      3,152
                        GRD in billions




                                                          2,970
                                          3,000


                                          2,000           1,943

                                          1,000
                                                          1,027
                                             0
                                          Year ended      1997                        1998                                1999
                                          December 31,




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                                                                                    Deposits
                                                 12,000
                                                                                                                            10,779
                                                 11,000                                        10,568
                                                                   9,873
                                                 10,000

                                                  9,000

                                                  8,000
                               GRD in billions


                                                  7,000

                                                  6,000            8,081

                                                  5,000

                                                  4,000

                                                  3,000

                                                  2,000

                                                  1,000            1,792
                                                     0
                                                 Year ended        1997                         1998                        1999
                                                 December 31,

                                                                                The Bank (including NMB in 1998 and 1999)
                                                                                NMB



              Approximately 35.6% of the total deposits and 20.5% of total loans of the Bank’s domestic operations at
          December 31, 1999 were in foreign currencies.

          Distribution Channels
                As at December 31, 1999, the Bank operated through 429 branches and 176 sub-branches (branches which
          do not grant loans) throughout Greece, which accounted for 21.6% of all branches of banks and other credit
          institutions in Greece. The Bank has 756 ATMs (also as at December 31, 1999), situated mainly in its own
          branches but also at other key locations such as supermarkets, shopping centers, hospitals and airports. The Bank
          is currently installing 200 additional ATMs and plans to purchase and install a further 100 ATMs during the
          second half of 2000. In addition, the Bank has one private banking unit and one ‘‘electronic branch’’ (a
          completely automated branch providing foreign exchange in addition to simple ATM access) and 38 temporary,
          seasonal units to provide services to tourist destinations, plus 45 automatic foreign exchange machines and
          foreign exchange bureaus.
               The Bank’s branches are located in virtually every major city and town in Greece. Nearly 45.0% 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 following the Merger with NMB in order to reduce
          costs, primarily by centralizing back-office functions to free more employees to work directly with customers. In
          addition, the Bank is consolidating some of its branches in order to maintain equivalent geographic coverage but
          at a lower cost. It engaged McKinsey & Co. to advise on and assist it in implementing this program.
               The Bank participates in DIAS Interbanking Systems, S.A., which currently has 40 banks as shareholder-
          participants and provides services such as interbank check clearing, ATM systems, fund transfers, payroll and
          pension services to customers of those banks, including NBG. The Bank has issued approximately
          1,650,000 ATM cards, 46,000 Eurocards (debit cards) and 3,000 Executive Eurocards (corporate debit cards) for
          use in both its own distribution network and the DIAS network. It has also installed point of sale (POS) system
          terminals with approximately 9,100 retailers in Greece (as at December 31, 1999), at which its ATMs and debit
          cards are accepted. The Bank plans to install approximately 6,000 additional POS terminals during the course of
          2000.




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          Commercial banking
          General
               The Bank has the largest commercial loan portfolio of any bank in Greece, with approximately 75,000 cor-
          porate clients, including most of the biggest 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 drachmas and foreign currency), foreign exchange, insurance
          products, custody arrangements and trade finance services.
          Lending activities
               The Bank lends to all sectors of the economy. At December 31, 1999, domestic commercial lending
          (including to the public sector) accounted for 62.7%, or GRD 2,191 billion, of the Bank’s total domestic loan
          portfolio. Traditionally, it has focused on lending to large and medium-sized domestic corporations, especially
          industrial corporations, which accounted for approximately 18.7% of its total domestic loan portfolio at
          December 31, 1999. The Bank has several clients to which it has lent significant amounts; its ten largest
          individual performing loan exposures totalled GRD 493 billion at December 31, 1999, and account for
          approximately 22.5% 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.
               Since 1996, the Bank has been offering more widely:
               )    corporate accounts with overdraft facilities;
               )    foreign currency loans;
               )    variable rate loans based on the Athens Interbank Offered Rate (‘‘ATHIBOR’’); and
               )    currency swaps and options (mostly drachma-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, 1998 and 1999, the Bank had outstanding letters of credit and guarantees for a total of
          GRD 354.8 billion and GRD 571.8 billion, respectively. The Bank also offers term loans, generally for large
          corporate and shipping clients, with a maximum maturity of 15 years. Most loans are collateralized to a certain
          degree, although there can be significant delays in foreclosing on collateral under Greek law. See, in Item 4.E,
          ‘‘Loan Portfolio’’ and ‘‘Credit Quality — Risk Management — Loan Approval Process.’’
               Reduced inflation and competitive forces in the Greek market have resulted in a significant decline in
          interest rates over the past few years. The Bank has often played a leading role in lowering Greek interest rates. In
          particular, since December 1999, the Bank reduced its lending rates and introduced a series of new fixed-rate
          products in the mortgage lending market, with interest as low as 7.10% for a 15-year facility. The table below sets
          forth certain key interest rates charged, and the savings rate paid, by the Bank following interest rate cuts on
          December 20, 1999, January 31, 2000, March 13, 2000 and April 24, 2000.
                                                                                           As at              As at       As at       As at
                                                             Before reduction on        December 20,       January 31,   March 13,   April 24,
          Interest Rate on                                   December 20, 1999              1999              2000         2000       2000

          Prime lending rate for working capital *****              12.50%                 11.75%            10.90%       10.40%     10.00%
          Prime lending rate for fixed assets*********               12.25%                 11.50%            10.75%       10.25%     10.00%
          Variable rate mortgages******************                 12.75%                 11.75%            11.00%       10.25%      9.75%
          Savings rate ***************************                   8.00%                  7.50%             7.00%        6.50%      6.00%
          Personal loans *************************                  16.75%                 16.25%            15.75%       15.25%     15.00%
          Consumer loans ************************                   16.00%                 15.50%            15.00%       14.50%     14.25%
               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

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          of the Athens ring-road and of the Rion-Antirrion bridge. ETEVA was appointed to advise the Hellenic Republic
          on its privatization of selected public utility companies, including recently the Public Power Corporation, and on
          the Greek Motorways Concessions Project. In addition, ETEVA has been appointed to advise Olympic Airways
          on its entry into an international airline alliance and to facilitate a management contract with an airline subsidiary.
          NBG International Limited, the Bank’s London-based investment banking subsidiary, also has been active in
          arranging international syndicated loans for Greek borrowers. NBG International Limited serves additionally as
          an advisor on projects in private sector transactions.
          Shipping finance
               Greece is a maritime nation, with a long tradition in ship-owning. It is among 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, 1999, outstanding shipping loans were approximately GRD 282.0 billion, which is
          approximately 6.8% of the Bank’s total loan portfolio.
               The Bank has expanded its shipping finance activities in London and loans originated in London now
          account for approximately one fourth of the Bank’s loans in this sector. The Bank’s shipping finance activities are
          carried out both through its London branch and its Piraeus branch, the latter of which is dedicated exclusively to
          shipping finance. In an effort to manage risk more effectively, shipping activity through Atlantic Bank of New
          York has been significantly reduced, and these activities (in terms of new business) are now carried out primarily
          through the Piraeus shipping branch. 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 of its shipping loan portfolio, spread the risk and enhance profitability.
               The shipping industry is significantly cyclical, affecting both mortgaged vessels, cash flow and collateral
          values. 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 again from 1996 to 1999 due, in both instances, to recessionary conditions in
          Europe and Northeast Asia. These declines had a negative impact on the Bank’s shipping finance operations,
          resulting in lower growth in new loans and a substantial increase in non-performing loans.
               At December 31, 1999, 20.2% of the Bank’s loans in the shipping sector were non-performing which
          amounted to GRD 57.2 billion. Non-performing loans in the shipping sector accounted for approximately 13.9%
          of the Bank’s total non-performing loans at December 31, 1999 compared to 12.4% in 1998. The Bank’s single
          largest non-performing loan is to a shipping client (relating to a construction loan for a cruise liner in 1992),
          which loan had a balance at December 31, 1999 of GRD 11.2 billion. Of the Bank’s current 20 largest loan
          exposures, five are to the shipping sector. See Item 3.D, ‘‘Risk Factors — A Significant Portion of Our Non-
          Performing Loans are to the Shipping Industry.’’
                Given a recent improvement in the shipping freight markets related to wet, dry and container tonnage and the
          consequently increasing collateral values with regard to shipping finance (calculated, in the shipping industry, by
          reference to cash flows), we face increased competition in the shipping finance market from other financial institutions
          in Greece which are developing stronger appetites towards shipping credit in response to these more favorable lending
          conditions. However, the Bank’s management believes that this increase in market participation will result in
          improvements in debt liquidity, in the short and medium term, as well as in the quality of shipping credits.
                In managing shipping risk, our business goals are effectively supported by relevant strategies and
          procedures. Specifically, the Bank’s business plan, its shipping manual and its constant review of the shipping
          market, have assisted it in more effectively evaluating shipping credits. Each existing shipping loan is subject to
          periodic, but at least annual, performance reviews. With the new lending strategy in place from June 30, 1997, the
          Bank has encountered very few new non-performing loans in this sector, not exceeding 1.1% of total
          commitments to the shipping sector. 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.

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          Retail banking
          General
               Virtually all of our retail banking activities in Greece are conducted by the Bank. The Bank offers retail
          customers a number of types of deposit and investment products, as well as a wide range of traditional services
          and products.
               The following graph illustrates our estimated market share in Greece as at December 31, 1999, the latest
          date for which official statistics are available, for certain categories of retail banking activities. Management
          believes that our market share in these areas has not altered significantly to date, except for funds under
          management which stood at 16.6% as at April 30, 2000.

                        The Group’s Approximate Retail Market Share in Greece at December 31, 1999
                                 70%
                                 60%
                                 50%
                                 40%
                                 30%                                                             52.9
                                 20%
                                                30.2
                                 10%                                      19.9                                              15.4
                                  0%
                                                       s                    it                     s                     ent
                                                 osit                   red                    oan
                                            Dep                      rC                     eL                      nagem
                                                                    e                     ag
                                                                sum                   rtg                        Ma
                                                           Co
                                                             n                    Mo                       der
                                                                                                   d   s un
                                                                                               Fun


               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 developing 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 is placing particular emphasis on improving 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 the implementation of the new Customer Relationship Administration
          (‘‘CRA’’) system to improve significantly its services to its retail customers. The Bank will be able to target
          specific retail customers to offer other compatible products and services of the Group, just as it does for its
          corporate customers.

          Savings and Investment Products
               All of our savings and investment products are offered in both drachmas and foreign currencies.
          Increasingly, the Bank has, in response to customer demand, begun to offer new investment products with higher

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          yields. These products include tax-efficient repurchase agreements between the Bank and its clients (backed by
          Greek government bonds), Greek government bonds from the Bank’s proprietary portfolio and a wide range of
          mutual funds and unit trust products provided by Diethniki Mutual Fund Management, S.A. and Mortgage
          Mutual Fund Management S.A. These two companies are in the process of merging. See ‘‘— Mutual Funds,’’
          below, in this Item 4.B.
               The Bank believes it can significantly increase revenues by cross-selling various financial products and
          services of the Group to its retail customers through its extensive branch network.

          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, offering consumer loans, personal loans and credit cards through its subsidiary,
          National Management and Organization Company, S.A., referred to in this Annual Report as ‘‘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 7.4% of the Bank’s domestic loan portfolio in
          1999, compared to approximately 5.5% of the Bank’s loan portfolio for 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 GRD 8 million, undertaken to purchase specific consumer
          goods. A personal loan is a general loan for up to GRD 1 million, with no purpose for borrowing specified.
          Personal loans generally carry higher interest rates than consumer loans.
               The Bank’s domestic consumer lending increased 63.0% from 1997 to 1999, from GRD 158.5 billion to
          GRD 258.3 billion as at December 31, 1999. This trend is due primarily to improved economic conditions in
          Greece, significant decreases in interest rates, changes in consumer behavior (increased consumer spending) and
          rationalization of credit collection practices.
               Consumer lending is a potential growth area for the Bank. In conjunction with our other companies, the
          Bank has been developing new consumer loan products with more favorable interest rates targeting specific
          customer needs, such as vacation, home furnishing, car loans and retail revolving credit facilities under which
          approved customers can withdraw funds up to the limit of their individual credit facility (maximum GRD 1
          million) as needed for personal purposes. The Bank continues to lead the Greek market in reducing interest rates
          on consumer credit products.
               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 our leading position in the Greek credit card market.
          The total number of our credit cards in issue which were active at December 31, 1999 was approximately
          502,000. During 1999, we signed new credit card acceptance agreements with a further 8,551 businesses and
          other outlets, bringing the total number of businesses which accept our credit cards to approximately 87,750 at
          December 31, 1999.
               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 Ethnokarta VISA cards, also through NMOC. The Bank issued
          approximately 70,000 Mastercards and 180,000 VISA cards during 1999 and the net increase after deducting
          those that have been withdrawn was 173,000 cards in the preceding year. In addition, in the first five months of
          2000, a further 122,000 VISA cards and Mastercards were issued. We have recently begun to focus on and
          increase our offerings of co-branded credit cards (which bear the NBG name as well as that of another entity,

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          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
               Our mortgage lending activities today were carried out in the past predominantly through NMB. Prior to the
          merger of NMB into NBG in 1998 (which we refer to in this Annual Report as the ‘‘Merger’’), the Bank engaged
          in mortgage lending only to a limited extent. At the time of the Merger, NMB was the largest mortgage lending
          operation in Greece, with an estimated market share among commercial and mortgage banks of approximately
          59.0%.
               Prior to the Merger, NMB was a ‘‘specialized credit institution’’, and enjoyed certain competitive advantages
          over commercial banks under Greek banking regulations. Mortgage banks in Greece have lower reserve
          requirements than commercial banks for drachma deposits. The reserve requirements of mortgage banks amount
          to 4.0% of drachma deposits, as against 12.0% in the case of commercial banks. However, the required reserves
          of mortgage banks are non-interest bearing while those of commercial banks yield 5.5%. In addition, depositors
          that borrowed from NMB could realize certain tax benefits from their deposits that could not be offered by
          commercial banks. Until April 1999, commercial banks were subject to a charge of 120 basis points calculated
          upon the outstanding amount of each mortgage loan. Effective April 1, 1999, this charge dropped to 12 basis
          points and it currently applies uniformly to all credit institutions making mortgage loans in Greece. Mortgage
          banks retain a commercial advantage, however, in that they are entitled by law to grant loans subsidized by the
          Greek government to certain individuals based on their income and family size. Commercial banks are currently
          not entitled to grant such loans.
               Although the Bank faces increasing competition within the mortgage lending sector as a result of
          deregulation and the need to maintain the quality of its loan portfolio, the Merger of the Bank and NMB has
          resulted in consolidation and streamlining of their collective mortgage lending activities. The Merger has thereby
          enabled the Bank to maintain and capitalize on NMB’s previously leading market position in mortgage lending.
               The Bank must meet the reserve requirements for commercial banks in relation to all of its drachma deposits
          other than for the amount of outstanding deposits held at NMB prior to the Merger. However, the Bank benefits
          from certain competitive advantages which were enjoyed by NMB, including the ability to offer the tax benefits
          on certain deposits and the subsidized mortgage loans that NMB was previously entitled to offer.
              The loan approval process for all our mortgage lending products is centralized and based on uniform criteria
          which take into account, among other factors:
              )   the source of repayment income;
              )   the size of mortgage payments relative to monthly income;
              )   the size of the loan relative to the commercial value of the property (maximum 75%); and
              )   the tax status and employment history of the borrower.

          Non-Performing Loans
                The Bank’s management has focused on reducing the level of the Bank’s non-performing loans, which it
          defines generally as those where principal or interest is more than 180 days in arrears though they may wait up to
          1 year if the loan is fully collateralized. Management has in recent years 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 8.8% of total loans at December 31, 1999. 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;

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               )   Government influence over lending policies, including:
                   — Government and central bank regulations requiring lending to specific sectors of the economy;
                   — requirements that the Bank extend loans to troubled companies considered to be important to the
                     Greek national interest;
               )   over-reliance on borrowers’ collateral, rather than cash flow, 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 ETEVA, NBG International Limited and National Securities
          Co. S.A.) 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 has experienced rapid growth in recent
          years. This market has become increasingly competitive, with a number of banks and brokerage houses
          participating actively in this area. We believe that our policy of structural streamlining and our existing presence
          in the market place will enable us to capture a significant share of the growing Greek market for investment
          banking and brokerage services.

          Investment Banking Activities
               ETEVA is our investment banking arm, in which the Bank has a 65.5% shareholding, with the remaining
          34.2% being publicly held. ETEVA engages in two principal activities: lending and investment banking. Its
          investment banking activities include:
               )   underwriting equity offerings;
               )   corporate finance advisory;
               )   venture capital;
               )   equity and debt financing; and
               )   private banking.
          ETEVA is most actively involved in the Group’s investment banking advisory services, while the Bank
          participates primarily in underwriting activities.
               The total value of ETEVA’s securities portfolio grew from GRD 106.7 billion to GRD 241.1 billion, a
          126.0% increase, between year-end 1998 and 1999. ETEVA provides financial advisory services to the Greek
          government in connection with its ongoing privatization program and the construction of major infrastructure

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          projects, such as the new Athens airport, the Rion-Antirrion bridge and the Spata-Elefsis motorway. We believe
          that our corporate finance advisory services will continue to be a potential growth area.

               In recent years, we have steadily increased our market share of capital markets activities, particularly with
          regard to public offering activity. In 1999, the Bank and/or ETEVA was a global co-ordinator or lead manager in
          16 of the 47 public offerings in Greece. Some of those were among the most significant domestic and
          international transactions for the year, including the international offering of shares as part of the privatization of
          OTE, and offerings by Panafon, EFG Eurobank, Interamerican, Viohalco, ETBA and the Water and Sewage
          Company of Greater Athens. The Bank also acted as a global coordinator and Greek lead manager in all four
          OTE public offerings since 1996. The Bank and ETEVA have participated as underwriter 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 and 38 of
          47 such offerings in 1999. Our market share of underwriting, in relation to both primary and secondary offerings
          on the ASE, amounted to approximately 25.0% of the total equity underwritten in 1998, approximately 22.0% in
          1999 and approximately 20.0% in the first five months of 2000.

                In 1996, the Bank and ETEVA jointly set up NBG International Limited (‘‘NBG International’’), a
          subsidiary based in the United Kingdom, to take advantage of investment banking opportunities primarily outside
          of Greece. 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. In
          1999, NBG International participated in 11 drachma-denominated Eurobond issues as either joint lead manager
          (in four issues) or a co-lead manager (in seven issues). NBG International also acted as a selling agent for equities
          in 19 public offerings in 1999, and 17 public offerings during the first five months of 2000. In addition, NBG
          International participated in 18 Eurobond issues in 1999, and eight during the first five months of 2000. During
          1999, the NBG Group took the strategic initiative through NBG International to set up a venture capital business
          in Greece, NBG Venture Capital Management, which manages two funds based in Cyprus — NBG Greek Fund
          Ltd. and NBG Balkan Fund Ltd. — with an aggregate value of GRD 20 billion. NBG International also manages
          a European private equity fund of 4100 million based in London. Finally, ETEVA Venture Capital Management
          Company manages two funds — ETEVA Emerging Markets Fund Ltd. and ETEVA Estate Fund Ltd. — with an
          aggregate authorized capital of GRD 2 billion.

          Stock Brokerage

                National Securities Co. S.A. is the Group’s brokerage arm, and is a member of the ASE and of 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 which allow for
          rapid execution (subject to market conditions and rules). Over the last two years, National Securities Co. has
          attracted institutional clients in Greece and abroad and has increased its market share. It is becoming increasingly
          active in portfolio management and in secondary market transactions for clients (both retail and institutional) in
          Government securities. In 1999, National Securities Co. had a market share of approximately 5.3% by total
          trading volume on the ASE, ranking second in terms of total trading volume, compared with 5.7% held by its
          largest competitor.

               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 2.0 million for the year ended December 31, 1999. In addition, in early 2000, NBG International
          Limited agreed to acquire (subject to U.S. regulatory approvals) an asset management company named Newbrook
          Capital Management Inc. and a US registered broker-dealer named Newbrook Securities, LLC, both belonging to
          the Newbrook Group. Newbrook Securities, Inc. had revenues of U.S.$725,860 for the year ended December 31,
          1999 and Newbrook Capital Management Inc. had revenues of U.S. $678,208 for the same period. NBG
          International Limited will acquire the Newbrook companies via a holding company, NBG International, Inc., and
          will rename them as NBGI Securities and NBGI Asset Management.

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          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 has established and maintained a leading position in the market for custodian services in Greece,
          acting as an agent for approximately 160 accounts of domestic institutional investors and approximately
          3,000 accounts of foreign institutional investors, as at December 31, 1999. Also, the Bank has started to offer
          custodian services to non-institutional investors in 1998, and currently has more than 216,000 custodian accounts
          in operation. 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. In March, 2000, the Bank acquired from
          Deutsche Bank a 25% interest in Diethniki, increasing the Group’s holdings in Diethniki to 100%. Diethniki
          manages ten mutual funds, which are made available to the Group’s customers through the Bank’s extensive
          branch network. In addition, six mutual funds are managed by Mortgage Mutual Fund Management S.A. We are
          currently in the process of merging Mortgage Mutual Fund Management S.A. into Diethniki.
              At year end 1999, Diethniki and Mortgage Mutual Fund Management S.A. held, together, approximately a
          15.4% share of the Greek mutual funds market, according to the Association of Greek Institutional Investors.
              The total value of the funds we have managed since 1997 is illustrated in the chart below:

                                                                   Total Value of Funds Managed by the Group

                                                           2000                                                              1,841
                                                           1800                                    1,636
                                                           1600
                                       GRD (in billions)




                                                           1400         1,339
                                                           1200
                                                           1000
                                                            800
                                                            600
                                                            400
                                                            200
                                                             0
                                                                                            (as at December 31,)
                                                                        1997                      1998                       1999



               National Investment Company S.A., a subsidiary of the Bank, manages a portfolio comprising Greek shares,
          shares in non-Greek mutual funds, drachma-denominated bonds, Greek government bonds and treasury bills,
          foreign securities and domestic and foreign short-term funds. As at December 31, 1999, National Investment
          Company S.A. had GRD 121.7 billion in assets.

          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 drachma and other currency deposits;
              )   foreign exchange forwards trading;

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               )    repurchase agreements; 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
          foreign currency spot trades in drachma-denominated Greek government securities. In recent years, the Bank’s
          treasury related activities have represented a significant source of revenues and net profits. In 1999, total turnover
          for foreign exchange trading and money market transactions by the Bank’s central dealing room in Athens was
          GRD 73.9 trillion, and GRD 112.1 trillion, 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, London, and Montreal. We also operate small dealing
          rooms in Sofia, Bucharest, Cairo and, with the acquisition of Stopanska Banka in the Former Yugoslav Republic
          of Macedonia, we will operate an additional dealing room in Skopje. Also, in May 2000, we added a dealing
          room in Thessaloniki, to provide domestic-only trading services in northern Greece. Finally, we closed our
          dealing room in Paris in early 2000. Positions in the bond portfolio at the Paris dealing room were closed as at
          December 31, 1999, and all ongoing derivatives contracts executed through that dealing room have been
          redistributed to other dealing rooms for management.
              The Bank’s dealing rooms in Athens and London have extended trading hours which allow enhanced
          coverage and coordination between them.
               The Bank is active in primary and secondary trading of Greek government securities, as well as in the
          international drachma bond market. The Bank has gained a lot from the yield convergence of Greek government
          bonds and German government bonds as it has been actively trading the spread. 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.
               Following the merger of NMB into the Bank, the Bank integrated their respective treasury activities in order
          to reorganize procedures, improve customer service and reduce operating expenses. In September 1999, a new
          dealing room opened with 90 traders’ positions and a new advanced operating system. The Bank has also
          developed a risk management system for its treasury activities, which should ultimately enhance its profitability.
          The Bank expects to extend this risk management system eventually to the other Group companies that engage in
          treasury activities.

          Other Financial and Related Services
               We also offer a wide range of other financial and related services, directly through the Bank and indirectly
          through our seven specialist subsidiary companies. These services include:
               )    leasing;
               )    factoring;
               )    consulting and professional training; and
               )    real estate management and warehousing.

          Leasing
               We began leasing activities in 1990 through our subsidiary, Ethniki Leasing S.A., which is now one of the
          largest leasing companies in Greece. Ethniki Leasing is active in the leasing of machinery, transport equipment,
          furniture and appliances, and computer and communications equipment. The company had assets of GRD
          30,513 million as at December 31, 1999 and revenues of GRD 3,861 million at the same date. In addition, in
          1999 we acquired Interlease a.d. in Bulgaria which provides leasing services in Bulgaria through its one branch,
          which is located in Sofia. As at December 31, 1999, Interlease had assets of GRD 1,698 million and revenues of
          GRD 370 million.

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          Factoring
               We began factoring activities in 1996 through our subsidiary, Ethnofact S.A. Ethnofact offered domestic
          factoring services such as debt collection, management and account monitoring and advancing of funds for
          companies’ outstanding claims. Internationally, it offered export credit, credit risk coverage, monitoring services,
          management and debt collection services. In February 2000, the Bank absorbed Ethnofact and such factoring
          services are now provided by a specialized branch of the Bank.

          Consulting and Professional Training
             Business consultancy services were available through Ethniki Research and Consulting S.A. In June 1999,
          ETEVA, another Group company, absorbed Ethniki Research and Consulting S.A.
               In 1999, the Bank acquired a 25% stake in Planet S.A., a Greek business consultancy firm based in Athens.
               Ethnodata provides training and development in the area of information systems and software, primarily to
          other companies in the Group. 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 (formerly, the NMB training
          center) offers training courses and participates in programs funded by the EU.

          Real Estate Management and Warehousing
               At the end of 1999, the Group merged Mortgage Kefalaiou S.A. and Epsilon Kefalaiou S.A. into Ethniki
          Kefalaiou S.A., in order to improve the efficiency of the management of certain assets of the Group, especially its
          real estate portfolio. The Bank currently owns more than 2,700 properties, 2,000 of which include buildings
          which it acquired for its own business purposes or through seizure of collateral on loan foreclosures. The
          foreclosed properties of the Bank number approximately 2,260, including 1,570 buildings having a book value of
          approximately GRD 43.4 billion as of December 31, 1999. In addition, Ethniki Kefalaiou owns 186 properties
          with a book value of approximately GRD 4 billion. Most of these properties have been bought from the Bank in
          recent years 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 while consolidating the
          remaining assets in our real estate portfolio that are unrelated to our principal financial services businesses into
          NBG Real Estate and General Warehouses, a majority-owned subsidiary. 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 those properties that we are not divesting in the near-term. On March 6, 2000, a fully
          subscribed rights issue of NBG Real Estate and General Warehouses, a Group company, of approximately
          GRD 109 billion, was completed. GRD 75.6 billion of the rights issue was contributed by the Bank and used to
          fund, in part, the acquisition by NBG Real Estate and General Warehouses of those of the Group’s properties
          which we do not currently have plans to sell. 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 16 countries on four continents. This international network comprises 81 branches
          outside Greece, 73 mini branches, five exchange offices, two overseas representative offices which offer
          traditional banking services and financial products and services and one Offshore Banking Unit. In addition, we
          have six commercial banking subsidiaries in six countries. In April 2000, the acquisition of Stopanska Banka,
          based in Skopje in the Former Yugoslav Republic of Macedonia was completed. We paid a purchase price of
          DEM 63,470,588 (approximately U.S.$30 million) for Stopanska Banka. Stopanska Banka has 20 branches,
          which in turn manage 79 sub-branches. In addition, the Bank’s subsidiary in London, NBG International Limited,
          is currently in the process of acquiring Newbrook Securities, Inc. and Newbrook Capital Management in order to
          expand the Group’s brokerage and asset management activities in the United States. See, in this Item 4.B,
          ‘‘— Investments Banking and Brokerage Activities — Stock Brokerage’’ for more information on the Newbrook
          acquisitions. Also, in May 2000, the Bank agreed to acquire approximately 90% of United Bulgarian Bank,
          which is located in Bulgaria. United Bulgarian Bank had DEM 1,026 million (GRD 173,291 million) in assets as

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          at December 31, 1999, making it the third largest bank in Bulgaria in terms of assets. For the same period, United
          Bulgarian Bank had net income of DEM 26.6 million (GRD 4,493 million) and a distribution network comprising
          140 branches and sub-branches. The Bank’s acquisition of this approximately 90% interest is pending local
          regulatory approval but is expected to be completed by July 15, 2000. On completion of the transaction, the
          remaining 10% owned by the European Bank for Reconstruction and Development will be acquired by the Bank
          within two years at a price agreed pursuant to the current transaction.
               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, 1999, the Bank’s international activities (exclusive of overseas subsidiary companies)
          accounted for 13.2% of its total assets. The total assets attributable to the Bank’s international operations as at
          December 31, 1999 were GRD 1,791 billion (a 37.2% increase from GRD 1,305 billion at December 31, 1998).
          In 1999, 14.9% of the Bank’s net profit (before taxes and provisions) was derived from international operations.
          The Group’s total profit (before taxes) attributable to international operations increased by 137.3% in 1999, from
          GRD 23.9 billion in 1998 to GRD 56.7 billion.
               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, especially in major financial centers, where the
          Bank can effectively sell 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 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 Tirana, Durech, Korche, Bucharest (where in addition to its
          original branch, in 1999, it purchased the branch of Chase Manhattan Bank), Sofia, Plovdiv and Bourgas. 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. In addition, we intend to continue expanding selectively in the Balkan region, as
          illustrated by our pending acquisition of United Bulgarian Bank.
               We operate outside Greece principally through branches of the Bank located abroad, and through six
          subsidiary commercial banks (together comprising 81 branches) in the United States, France, Canada, South
          Africa, Cyprus and the Former Yugoslav Republic of Macedonia. Our international network is described below:
          National Bank of Greece S.A.: Foreign Branches
               The Bank currently has 19 foreign branches in eight countries including three in the United Kingdom, six in
          Germany and eight in the Balkans. These branches offer financial and banking services primarily to Greek retail
          and corporate customers for their international activities. In 1999, the Bank transferred its U.S. branches (in
          Chicago and Boston) to its U.S. subsidiary, Atlantic Bank of New York. In recent years, the Bank has opened
          branches in Tirana, Durech, Korche, Plovdiv, Bourgas, Sofia and Bucharest. 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, with limited exceptions for local corporate
          clients that have significant liquid assets (such as cash-on-hand, government paper and foreign exchange deposits)
          and other collateral.

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              The table below provides certain financial information of the Bank’s foreign branches as at and for the year
          ended December 31, 1999, on a total basis before consolidation adjustments:
          The Bank’s Foreign Branches
                                                                                                                    GRD            U.S.$(1)
                                                                                                                (in millions)   (in millions)
          Total Assets **********************************************************                               1,864,232          5,165
          Net Loans ***********************************************************                                   622,364          1,724
          Total Deposits ********************************************************                               1,643,101          4,552
          Profits Before Taxes and Provisions***************************************                                 5,381             15
          (1) Solely for convenience of the reader, the translation of Greek drachmas into U.S. dollars has been made at
              the Noon Buying Rate of U.S.$1.00 = GRD 360.95 on May 31, 2000.
               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 is a full-service commercial bank which provides commercial and retail banking
          services. Atlantic Bank has 13 branches (ten in the New York metropolitan area, one in Chicago and two in
          Boston) and one offshore banking unit in the Cayman Islands. Atlantic Bank of New York also owns seven
          subsidiary companies: Atlantic 960 Corp., Atlantic Financial Services, Inc., Gramercy Leasing Services, Inc.,
          Beta Investment, Inc., Omega Commercial Mortgage Corp., Atlantic New Jersey Corp. and Standard Funding
          Corp. As part of the Group’s plan of consolidating its U.S. operations, Atlantic Bank recently acquired the
          Bank’s branches in Chicago and Boston. In addition, on May 8, 2000, Atlantic Bank announced the appointment
          of Thomas O’Brien as its new President and CEO. Certain financial information with respect to Atlantic Bank as
          at and for the year ended December 31, 1999 is provided in the table below:

                                                              Atlantic Bank
                                                                                                                                    U.S.$
                                                                                                                                (in millions)
          Total Assets **********************************************************************                                       1,799
          Net Loans ************************************************************************                                          778
          Total Deposits*********************************************************************                                       1,187
          Profits Before Taxes and Provisions ***************************************************                                       29

                                e
          Banque Nationale de Gr` ce (France) S.A.
                                          e
               Banque Nationale de Gr` ce (France) S.A. has one branch, offers traditional banking services and engages
          primarily in trading activities for Greek and, to a lesser extent, French clients. The Bank plans to scale down the
          operations of BNG France and transfer its operations to a newly-created French branch of the Bank in order to
          promote efficiency. Certain financial information with respect to BNG France as at and for the year ended
          December 31, 1999 is provided in the table below:

                                                               BNG France
                                                                                                                    Euros          U.S.$(1)
                                                                                                                (in millions)   (in millions)
          Total Assets **********************************************************                                    737            687
          Net Loans ***********************************************************                                       75             70
          Total Deposits ********************************************************                                    605            564
          Profits Before Taxes and Provisions***************************************                                  7.2            6.7

          (1) Solely for the convenience of the reader, the translation of euros into U.S. dollars has been made at the Noon
              Buying Rate of U.S.$1.00 = 1.072 euros on May 31, 2000.

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          National Bank of Greece (Canada)

               National Bank of Greece (Canada) has its headquarters in Montreal and has nine branches across Canada as
          well as one wholly owned subsidiary, NBG Securities, Inc., involved in the distribution of mutual funds. NBG
          Canada offers a wide range of commercial and retail banking services but is focused especially on real estate
          financing. NBG Canada also engages in primary and secondary trading of Greek Government securities, other
          sovereign bonds and equity securities. Certain financial information with respect to NBG Canada as at and for the
          year ended December 31, 1999 is provided in the table below:

                                                              NBG Canada
                                                                                                            Canadian dollars       U.S.$(1)
                                                                                                              (in millions)     (in millions)
          Total Assets ******************************************************                                     454               303
          Net Loans ********************************************************                                      320               214
          Total Deposits*****************************************************                                     367               245
          Profits Before Taxes and Provisions ***********************************                                   3.9              2.6

          (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 = 1.4977 Canadian dollars on May 31, 2000.

          The South African Bank of Athens Ltd.

               The South African Bank of Athens Ltd. (‘‘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. SABA recently
          installed a modern IT system. The Bank has reviewed options regarding the potential participation of a minority
          shareholder or strategic partner in SABA’s share capital.

               Certain financial information with respect to SABA as at and for the year ended December 31, 1999 is
          provided in the table below:

                                                                    SABA
                                                                                                      South African rand          U.S.$(1)
                                                                                                         (in millions)         (in millions)
          Total Assets ***************************************************                                      425                61
          Net Loans ****************************************************                                        286                41
          Total Deposits *************************************************                                      354                51
          Profits Before Taxes and Provisions********************************                                    6.3                0.9

          (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 = 6.9675 South African rand on May 31, 2000.

          National Bank of Greece (Cyprus) Ltd.

               The National Bank of Greece (Cyprus) Ltd. has the most extensive branch network of the Bank’s
          subsidiaries, with 23 branches and five foreign exchange offices 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. It also offers brokerage services through a subsidiary, National Securities
          (Cyprus) Ltd. In addition, the Bank is in the process of establishing a mutual fund management company in
          Cyprus, Ethniki Mutual Funds, Ltd. and plans to form an insurance company in Cyprus with the participation of

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          Ethniki Hellenic General Insurance Company S.A. Certain financial information with respect to NBG Cyprus as
          at and for the year ended December 31, 1999 is provided in the table below:

                                                               NBG Cyprus
                                                                                                                Cyprus pounds       U.S.$(1)
                                                                                                                 (in millions)   (in millions)
          Total Assets ********************************************************                                       362            587
          Net Loans *********************************************************                                         241            390
          Total Deposits ******************************************************                                       317            515
          Profits Before Taxes and Provisions ************************************                                      2.2           3.6

          (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 = 0.6161 Cyprus pounds determined by reference to the Noon Buying Rate of
              U.S.$1.00 = GRD 360.95 on May 31, 2000 and the Cyprus pound to GRD fixing rates quoted by the Bank of
              Greece on May 31, 2000.

          Stopanska Banka a.d.

               We acquired 65% of Stopanska Banka’s share capital on April 5, 2000 at a purchase price of
          DEM 63,470,588 (approximately U.S.$30 million). Stopanska Banka is a commercial bank headquartered in
          Skopje and registered in the Former Yugoslav Republic of Macedonia which provides payment transfer, credit
          and deposit-taking services in its home country and abroad. Stopanska Banka has 20 branches, which in turn
          manage 79 sub-branches, and two representative offices in London and Frankfurt which the Bank plans to close.
          Certain financial information with respect to Stopanska Banka as at and for the year ended December 31, 1999, is
          provided in the table below:

                                                            Stopanska Banka
                                                                                                         Macedonian denars          U.S.$(1)
                                                                                                           (in millions)         (in millions)
          Total Assets *****************************************************                                      26,199             404
          Total Deposits ***************************************************                                      14,457             223
          Profits Before Taxes and Provisions *********************************                                        51             0.8

          (1) Solely for the convenience of the reader, the translation of Macedonian denars into U.S. dollars has been
              made at the Noon Buying Rate of U.S.$1.00 = 64.8912 Macedonian denars on May 31, 2000.

          Non-Banking Subsidiaries

          NBG Venture Capital Management

               NBG Venture Capital Management is a Greek-incorporated venture capital management company which
          manages two funds with an aggregate value of GRD 20 billion. These funds are NBG Greek Fund Ltd. and NBG
          Balkan Fund Ltd., which are organized in Cyprus. As the names of these funds suggest, the geographic scope of
          the funds’ investments is concentrated in Greece and the Balkans, respectively.

          Interlease a.d.

               In 1999, we acquired Interlease which provides leasing services in Bulgaria. Interlease has one branch and
          operations in Sofia, Bulgaria. As at December 31, 1999, Interlease had assets of GRD 1,698 million and revenues
          of GRD 370 million.

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          ETEVA Bulgaria
               ETEVA Bulgaria is our investment banking subsidiary based in Sofia, Bulgaria which commenced its
          operations at the end of 1999. ETEVA Bulgaria’s investment banking activities include brokerage and corporate
          finance advisory, and its operations are centered in the city of Sofia.

          ETEVA Romania
               ETEVA Romania, formerly named S.C. Top Invest S.A., is our investment banking subsidiary based in
          Bucharest, Romania. ETEVA Romania’s investment banking activities include brokerage and corporate finance
          advisory, and its operations are centered in the city of Bucharest.

          ETEVA Venture Capital Management
               ETEVA, our investment banking arm, is also active in venture capital, having established ETEVA Venture
          Capital Management and two funds ETEVA Emerging Market Fund and ETEVA Estate Fund, which are
          organised in Cyprus.

          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, health, fire, calamity, credit, car, ship, plane
          and cargo insurance. As part of our streamlining strategy, we combined Astir Insurance Company and two other
          smaller insurance subsidiaries, ETEVA Insurance A.E.G.A. and Panellinios Insurance Company S.A., into EH in
          1997. The combination created a single, larger insurance company with a strong capital base and a consolidated
          network of offices and other outlets (including mobile units). We estimate that we now have a market share of
          more than 20% of the insurance market for life and non-life products in Greece (source: Association of Insurance
          Companies). We believe that through the consolidation and rationalization of our insurance operations, we will be
          able to meet the demands of the increasingly competitive Greek insurance market that is undergoing significant
          deregulation.
               EH provides insurance products through 59 domestic branches (and 140 outlets that are dedicated
          exclusively to sales of life insurance), as well as through over 4,000 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. In order to improve cross-selling, we intend to train our employees to market our insurance
          products throughout our group network. For that purpose, we have established a committee, chaired by a Deputy
          Governor of the Bank, to oversee and coordinate the implementation of this project. We have continued to
          maintain our position in Greece as the largest provider of non-life insurance products and the second largest
          provider of life insurance products in Greece. At year end 1998, the last period for which data is currently
          available, our domestic market shares for non-life and life insurance products were 21.7% and 17.0%
          respectively. At December 31, 1999, we had about 2 million insurance contracts, of which approximately
          290,000 were for life policies.




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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, 1997, 1998 and 1999.

                                                      Total Insurance Operations Income
                                                                GRD, in billions

                         360
                         320
                         280
                         240
                         200
                                                                               139                                150
                         160                   134        3.7% increase                  7.9% increase
                         120
                          80
                          40
                           0
                                               1997                           1998                               1999

                                                              Total Insurance Assets
                                                                 GRD, in billions

                         400                                                                                      379
                         360                                                   330
                                                                                          14.8% increase
                         320
                         280                   255
                                                        29.4% increase
                         240
                         200
                         160
                         120
                          80
                          40
                           0
                                               1997                           1998                               1999


                We also provide insurance services through another of our subsidiaries, NBG Bancassurance Company,
          which was acquired through our merger with NMB. 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, 1999, NBG Bancassurance had assets of GRD 2.4 billion and revenues of GRD 947
          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, and 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, well-capitalized and efficiently run insurance providers, such as EH within the NBG Group.
              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;

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                 )   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, by 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, 1999.
                                                                                               December 31, 1999
                                                           % Interest
                                                            held by                     Reported                                     Market
          Name                                              Group                      book value(2)                                 Value(3)
                                                                                (GRD               (U.S.$                (GRD                 (U.S.$
                                                                             in millions)      in millions)(1)        in millions)         in millions)(1)
          1.     AGET Heracles — General
                 Cement S.A. (listed) **********              26.6                64,729              179              139,294                  386
          2.     Halkis Cement S.A. (listed, but
                 not trading) *****************               27.0                 6,065               17                    n/a                    n/a
          3.     Siemens Industrial S.A. (not
                 listed)**********************                30.0                 3,544               10                    n/a                    n/a
          4.     Larko Metallurgical S.A. (not
                 listed)**********************                31.1                 4,429               12                    n/a                    n/a
          5.     Phosphate Fertilizers Industries
                 S.A. ***********************                 23.4                12,026               33                   n/a                    n/a
                    Total*********************                 n/a                90,793              251              139,294                  386

          (1) Solely for the convenience of the reader, the translation of Greek Drachma into US dollars has been made at
              the Noon Buying Rate of U.S. $1.00 = 360.95 GRD on May 31, 2000.
          (2) As reflected in the U.S. GAAP Financial Statements of the Group at December 31, 1999 under the equity
              method of accounting.
          (3) Calculated only for companies traded on the Athens Stock Exchange. Companies numbered two through
              five in the table above are not traded on the Athens Stock Exchange.
               Equity participations in which the percent of ownership interest held by the Group is less than 20% are
          accounted for using the cost method as the Group does not have the ability to influence the operations of the
          investees. Equity participations in which the percent of ownership interest held by the Group is greater than 20%
          but less than 50% are accounted for using the equity method because the Group can influence the operations of
          the investees.
                In accordance with our stated strategy of disposing of non-core assets, in 1998 and 1999, respectively, we
          realized a total of GRD 38.2 billion and GRD 105.0 billion by selling non-strategic equity participations. See
          Item 4.A, ‘‘History and Development of the Company.’’

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          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. Greece
          had 34 commercial banks (including Telesis Bank and Piraeus Prime Bank) as at December 31, 1999, with the
          top five banking groups in Greece accounting for approximately 93.8% of total assets attributable to Greek banks,
          as at December 31, 1999. The largest foreign bank operating in Greece, Citibank, had assets of
          GRD 1,275 billion, as at December 31, 1999, which represent approximately 3.6% of total bank assets in Greece
          and abroad attributable to Greek banks. Foreign banks held approximately 15% of total bank assets in Greece
          (excluding specialized credit institutions) at December 31, 1998 (the last date for which official statistics are
          available from the Hellenic Banking Association). 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 commercial banking
          sector for the Bank and its four main competitors in Greece as of December 31, 1999. 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,
          1999 is available to date for such banks.
                                                                        % of total                          % of total                     % of total
          Banks                                           Assets         market              Loans           market          Deposits       market
                                                           (GRD                              (GRD                              (GRD
                                                        in billions)                      in billions)                      in billions)
          1.   National Bank of Greece ************        12,978             36.6            4,007              31.7          11,099          40.0
          2.   Alpha Bank (including Ionian Bank) ***       7,895             22.2            3,215              25.4           5,934          21.4
          3.   Eurobank (including Ergobank) *******        4,761             13.4            1,664              13.2           3,676          13.3
          4.   Commercial Bank of Greece *********          4,544             12.8            1,771              14.0           3,502          12.6
          5.   Piraeus Bank (including Piraeus Prime
               Bank, Xios Bank and Bank of
               Macedonia-Thrace) *****************          3,123              8.8            1,016                   8.0       1,915           6.9
          Total attributable to domestic commercial
            banks ******************************           35,512            100.0           12,650             100.0          27,724         100.0


               During 1999, Alpha Credit Bank acquired Ionian Bank, forming Alpha Bank, and in January 2000,
          Eurobank and Ergobank began their legal and operational merger process which is expected to be completed by
          June 30, 2000. Piraeus Bank, Piraeus Prime Bank, Xios Bank and Bank of Macedonia-Thrace, which together
          constitute the Piraeus Group, are also currently in the process of consolidating their operations.

          Regulation and Supervision of Banking in Greece

                The Bank of Greece is the central bank and monetary authority 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, ex-
          panding 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 principal objectives of banking regulation in Greece are the protection of depositors, the fulfillment of
          monetary policy objectives and the orderly distribution of credit. The EU Council’s main directives on regulation
          of credit institutions have been adopted under Greek law, including:

                )   the Own Funds Directive (EU Council Directive 89/299), which defines a bank’s capital for purposes of
                    determining solvency and was adopted under Greek law pursuant to Act No. 2053/18.03.1992 of the
                    Governor of the Bank of Greece;

                )   the Solvency Ratio Directive (EU Council Directive 89/674), which was adopted under Greek law
                    pursuant to Act No. 2054/18.03.1992 of the Governor of the Bank of Greece;

                )   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;

                )   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

                )   the Capital Adequacy Directive (EU Council Directive 93/6), which was fully implemented by Greek
                    Law 2396/1996.

                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.

                The central bank has the power to impose sanctions if the new regulatory framework is violated by 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 at the central bank for one year, or of a fine of up to GRD 300 million.

               Also pursuant to the new regulation, 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:

                )   the determination of fixed 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.

               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.

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          Interest Rates

               Beginning in 1987, minimum interest rates gradually replaced fixed interest rates previously imposed by the
          central bank. Fixed interests 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 principal amount or 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.

               By virtue of Act 2358/95 of the Governor of the Bank of Greece in 1995, commercial banks are no longer
          required to re-deposit or assign to the Bank of Greece all foreign currencies that they hold as deposits. Today,
          only 60% of the foreign currency deposited by non-residents with commercial banks in Greece must be re-
          deposited or assigned to the Bank of Greece. The remaining 40% can be freely administered by the relevant
          commercial bank.

               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. For existing accounts of
          non-residents of Greece in foreign currencies, the 60% re-deposit or assignment requirement of the central bank
          will gradually cease to apply. A 12% requirement of redeposit and assignment, which currently applies to
          deposits in drachmas, is expected to apply to foreign currency deposits as well. However, following Greece’s
          expected participation in the third stage of the EMU beginning on January 1, 2001, we anticipate that the
          redeposit and assignment requirement will decrease to come into line with the prevailing EU requirement of 2%.
          How soon convergence takes place will depend on actions taken by the Bank of Greece.

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               Act 2417/1997 of the Governor of the central bank 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 420,000) on transfer of payments, including bank notes and personal
                   checks, by a natural person.

          Secured Lending
               Since 1992, Greek Law 2076/92 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. Mortgage banks are also permitted to securitize loans by issuing mortgage bonds.

          Compulsory Deposits with the Central Bank
              The central bank governs the level of compulsory deposits with the central bank that commercial banks must
          maintain, and this level is currently set at 12% of total customer drachma deposits. This requirement applies to
          deposits made by Greek non-residents as well as Greek residents. As of March 2000, this deposit with the central
          bank currently bears interest at a rate of 5.5%.

          Future of Deregulation
               NBG believes that as European unification progresses towards full union, and following the introduction of
          the euro, the Greek banking sector will have to operate under the same conditions as the eleven countries
          participating in the third stage of EMU to relax unnecessary restrictions and to introduce further safeguards that
          will allow the Greek banking sector to operate and compete within the new European environment.

          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 credit
          risks. In July 1988, the Basle Committee on Banking Regulations and Supervisory Practice adopted risk-based
          capital guidelines, which are to be 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 solvency 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.’’
               The Own Funds Directive defines capital, for the purposes of computing a solvency ratio, as the sum of
          certain items constituting ‘‘original capital’’ and other items constituting ‘‘additional 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 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

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          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 a solvency ratio 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 bank’s ‘‘own funds’’ required to provide a cushion against exposure to its position-risks
          depends on the criteria used for measuring general and specific risks related to traded debt instruments and
          equities.

               For debt securities, the amount of capital required as a cover for exposure to specific risks is calculated as
          the sum of all weighted long and short positions. Alternatively, the capital requirement for exposure to general
          market risk results in the sum of four components, calculated according either to the maturity-based or the
          duration-based method. For equity securities, the capital charge for specific risk exposure from positions in
          equities is 4% of the credit institution’s gross equity position. Liquid and diversified portfolios and equities are
          subject to a lower capital requirement of 2%. On the other hand, the capital requirement for general risk exposure
          from equity positions is 8% of the net open positions.

               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
          certain 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.

               Tier I capital, or core capital, includes:

               )   equity capital, such as common stock and non-cumulative permanent preferred stock;

               )   surplus retained earnings; and

               )   certain disclosed reserves (less goodwill).

               Tier II, or supplementary capital, includes:

               )   asset revaluation reserves;

               )   reserves against general banking risk;

               )   subordinated debt; and

               )   other quasi-equity capital instruments, such as cumulative term preferred stock, long term preferred
                   shares and mandatory convertible debt instruments.

               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, subordinated
          debt and fixed-term cumulative preference shares may not exceed 50% of 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.

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               According to Act No. 2156/92 of the Governor of the central bank, 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 of the Governor of the central bank, the provisions of which are
          formulated for the purpose of determining capital adequacy, 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 capital equal to at least a minimum amount to be calculated with reference to factors set
          forth under the Act. In certain circumstances, such credit institutions may use, as an alternative to following the
          capital valuation established pursuant to the Act’s factors, the capital valuations that are included in the valuation
          report issued by their internal inspectorate and submitted to and approved by the central bank. Under the Act,
          credit institutions must file reports to the central bank regarding their capital adequacy every six months (within
          three months from the end of each six month period) on a specific form attached to the Act.
               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 borrower, the central bank, through Act No. 2246/93,
          also known as the ‘‘Large Exposures Act,’’ adopted the EU Council’s Large Exposures Directive. 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 own funds.
               The Large Exposures Act imposes two limits on exposures. First, the value of each large exposure may not
          exceed 40% of a credit institution’s own funds. Second, total large exposures for a given credit institution may
          not exceed 800% of its own funds. By 1996, credit institutions were generally required to monitor and control
          large exposures to clients, and groups of connected clients. If a credit institution allows its large exposures to
          exceed the limits established under the Act, that institution will be required to hold additional own funds in the
          future.

          Additional Reporting Requirements
               All credit institutions operating in Greece are required to provide the central bank with: (1) a semi-annual
          report on profitability and exposure to banking risks (according to Annexes 2 and 3 of Act No. 1313/88);
          (2) monthly data relating to open currency positions (according to Act No. 2291/94); (3) a semi-annual report on
          loan loss reserves according to Act No. 2442/99 and (4) a general annual audit report (according to Act
          No. 2438/98).

          Deposit Guarantee Fund
               In January 1993, the Greek Parliament adopted Law 2114/93 on the introduction of a deposit protection
          fund. This Law was supplemented in July 1995 by the adoption of Greek Law 2324/95, which took into account
          EU Council Directive 94/19 on deposit guarantee schemes. The Greek deposit guarantee fund took effect in
          September 1995. Currently, the fund is administered jointly by the central bank and the Hellenic Banking
          Association, with the participation of the Ministry of Finance.
                The deposit guarantee fund is funded by annual contributions of participating credit institutions. 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

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          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 420,000 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.

          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 2331/95, which
          prohibits 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 2331/95 and is responsible for examining reports
                   filed by banks with respect to suspicious transactions and for ensuring correct implementation of this
                   Law.
              Other ministries, the central bank, the Athens Stock Exchange, the Hellenic Banking Association and the
          Greek Capital Markets Commission are to participate in the administration of the public authority.

          Equity Participation by Banks
               Banks must follow certain procedures regarding holdings in other companies:
              Central bank. Credit institutions must obtain approval from the central bank prior to acquiring a holding
          exceeding 10% (directly or indirectly) of the share capital of:
               )   financial services companies;
               )   insurance companies;
               )   real estate companies; or
               )   data processing companies.
              Holdings in other companies cannot exceed 15% of a bank’s own funds per company or 60% of a bank’s
          own funds in the aggregate.
               Competition Commission. Subject to EU regulations, new and significant holdings (concentrations) must
          be reported to the Greek Competition Commission according to Greek Law 703/77, as amended by Greek
          Law 2296/95, Greek Law 2323/95 and Greek Law 2741/99.
                The Athens Stock Exchange 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 both inside and
          outside Greece, especially in the Balkans.

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               We intend to achieve these objectives by:
               )   enhancing our revenue generation;
               )   reducing cost and reorganizing our operating structure to improve efficiency;
               )   pursuing growth opportunities both domestically and abroad; and
               )   continuing to improve the quality of the assets in our portfolio.
               The detailed actions we are taking in order to implement this strategy are as follows:

          Increase Revenue Generation
          Lending to Higher Margin Sectors of the Market
               Our principal company, the Bank, is modifying its asset mix in order to increase revenue. The Bank is
          reducing its investments in low-yielding assets, such as Greek government securities, as a proportion of total
          assets. In 1999, the Bank’s loan portfolio (less provisions) grew by 18.8%, while its portfolio of government
          securities increased by only 4.6%. With improved lending procedures now in place, the Bank is increasing its
          lending activities selectively. Specifically, the Bank is focusing on higher tier clientele and is increasing its
          lending to market sectors with higher interest rate margins, such as the trade, mortgage and consumer sectors.
          The Bank reduced its lending rates twice in 1999 (on January 25 and on December 20) and again three times in
          the first four months of 2000 (on January 25, March 8 and April 24). See, in this Item 4.B, ‘‘Banking Activities in
          Greece — Commercial Banking — Lending Activities.’’ The cuts in interest rates reflect both the favorable
          macroeconomic conditions as well as our determination to promote growth in our consumer credit and mortgage
          lending products. In January 1999, the Bank increased its level of advertising to improve awareness of its retail
          banking products and services targeted specifically at the consumer sector and in 2000, the Bank has focused its
          advertising on SMS mobile telephone banking. See, in this Item 4.B, ‘‘— Introduction.’’

          Cross-Selling the Group’s Products through our Branch Network
               The Group companies provide a wide range of banking, insurance, asset management and investment
          products to the retail customer 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. This strategy primarily involves selling the Group’s range of financial
          products through the Bank’s extensive branch network. In order to take full advantage of cross-selling
          opportunities, the Bank has retrained approximately 250 employees to be reassigned as salespersons in the
          branches and provide support and expertise for these activities. Approximately 50 of these employees have
          already been reassigned and we expect that the remaining 200 will be reassigned by the end of 2000. We also
          expect to retrain and reassign an additional 450 employees in the future. In pursuing our cross-selling strategy, we
          are focused on improving coordination and communication between the Bank and other Group companies.
              The Group has experience in cross-selling its products. In 1996, NMB began to sell the Group’s insurance
          products and Group-sponsored mutual funds to its customers. That same year, the Bank began to sell insurance
          products and, to a limited extent, mortgages. The Bank believes there will be significant demand for Group-
          sponsored mutual funds and insurance products among its customers. This is especially true in smaller towns
          where there has traditionally been little access to such products and services.
               Other products and services, such as stock brokerage, are provided through the branch network to varying
          degrees, depending on demand.

          Increasing the Group’s Fee-Related Activities, including Asset Management
              NBG is working closely with its subsidiaries ETEVA, National Securities S.A. and NBG International to
          enhance revenues from capital market activities. The Bank and its subsidiaries participated as lead managers or
          underwriters in 38 of the 47 initial public offerings that took place in Greece in 1999. The Group underwrote risk
          amounting to GRD 226.2 billion out of a total of approximately GRD 1 trillion for the market, raising its

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          participation to 22.4% from 20.9% in 1998. We will 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.

               NBG International, a UK subsidiary established to participate in financing opportunities outside Greece, was
          active in 11 drachma-denominated Eurobond issues in 1999, either as joint lead manager (in four issues) or co-
          lead manager (in seven issues). NBG International has also participated as a selling agent in 19 public offerings
          and 17 during the first five months of 2000. In addition, NBG International has participated in 18 Eurobond issues
          in 1999 and eight during the first five months of 2000. See, in this Item 4.B, ‘‘— Investment Banking and
          Brokerage Services — Investment Banking Activities.’’

               There has been significant growth in Greek capital markets activity in recent years. In 1995, according to a
          report published by the Greek Capital Markets Commission, GRD 22.6 billion was raised in initial public
          offerings. The amounts raised in all initial public offerings in 1997, 1998 and 1999 was, GRD 30.8 billion,
          GRD 417.1 billion and approximately GRD 1 trillion, respectively.

                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 pursuing a more aggressive marketing
          strategy. At the end of 1999, funds under management for the two companies of the Group (Diethiniki Mutual
          Fund Management Co. S.A. and Ktimatiki Mutual Fund Management S.A.) stood at GRD 1,841 billion, which
          represented 15.4% of the market.

          Improve Efficiency

          Reducing Cost and Reorganizing our Operating Structure

               In the run up to EMU and the introduction of the euro as the legal currency in Greece, we intend to increase
          our efficiency and profitability by implementing a strict cost containment program and reorganizing our
          operations.

                Cost containment puts particular emphasis on restraining personnel expenses by limiting hiring of new staff
          and cutting back on overtime. In 1999, new hirings by the Bank were limited to specialized personnel and
          mandatory hiring of persons with special needs (in compliance with Law 1648/88). As a result, new hiring was
          substantially lower than attrition. In December 1999, incentives were offered by the Bank for a voluntary
          retirement program, which commenced at the beginning of 2000. This led to a further reduction of 403 of staff
          numbers on February 2, 2000. We intend to continue to rely on strict hiring controls and attrition to reduce our
          total number of employees. However, there are certain constraints on our ability to make involuntary
          terminations. See, in Item 3.D, ‘‘Risk Factors — Our Ability to Reduce Staff is Limited.’’

                Reorganization of operations takes the form of consolidation and restructuring of various of the Group
          companies. For example, in order to reduce costs we have consolidated our four insurance companies into EH,
          which is the subsidiary now responsible for all of the Group’s insurance underwriting activities. Our mortgage
          lending activities have been similarly consolidated and are now managed directly by the Bank. We expect to
          benefit from economies of scale and scope resulting from that consolidation. Recently, the Boards of Directors of
          Diethiniki Mutual Fund Management Co. S.A. and Ktimatiki Mutual Fund Management S.A. decided to merge
          their operations into a single business thereby creating positive synergies and reducing cost. In addition, in 1999,
          Ethiniki Kefalaiou absorbed the former NMB subsidiaries which were active in the same field (Ktimatiki
          Kefalaiou and Ktimatiki Investment).

              Finally, we are implementing a centralized budgeting process to facilitate tighter controls with respect to
          major expenses.




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          Disposing of Non-Core Assets

               Disposing of non-core assets started 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 released resources to more profitable activities. As part of our program of
          disposing of non-core assets, we have already made significant divestitures, as summarized by the table below:
                                                                                                                            Amount
          Group Companies                                                    Type of Divestiture                1996     1997   1998     1999
                                                                                                                       (GRD in billions)
          The Bank, ETEVA and Ethniki Kefalaiou ************* Equity Investments(1)                             37.0    31.3    38.2   105.0
          The Bank and Ethniki Kefalaiou ******************** Real Estate(2)                                     7.0     9.7    10.4    23.0

          (1) Disposals exceeding GRD 1 billion were in the following sectors: holding companies, banking, cement and
              textiles in 1996; cement, chemical, metallurgical, hotels, investment companies and banking in 1997;
              banking, cement and transportation in 1998, and hotels and cement in 1999.
          (2) Represents intensified efforts to divest property that was acquired by the Bank primarily through foreclosure
              proceedings.

               Disposal of non-core assets in 1999 included the Bank’s holdings in the hotel businesses Potidaia S.A. and
          Lampsa Hotels Co. S.A. and various minority participations of the Bank, which were sold over the ASE.
          Additionally, Astir Hotel Co. intends to offer approximately 21.5% of its holding in Astir Palace Vouliagmeni
          Hotel to the public on the ASE. The Bank also anticipates that it will absorb the parent company, Astir Hotel Co.,
          in the course of 2000.

               The Bank intends to dispose of certain non-core real estate while consolidating remaining assets in its real
          estate portfolio that are unrelated to its principal financial services businesses into NBG Real Estate and General
          Warehouses, 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. On March 6, 2000, a fully subscribed rights issue of NBG Real Estate and General
          Warehouses, a Group company, of approximately GRD 109 billion, was completed. GRD 75.6 billion of the
          rights issue was contributed by the Bank and used to fund, in part, the acquisition by NBG Real Estate and
          General Warehouses of those of the Group’s properties which we do not currently have plans to sell.

          Restructuring our Branch Network

               The Bank is currently implementing a restructuring program with respect to its branch network. To this end,
          the Bank has employed the expertise of the consulting firm McKinsey & Co. The restructuring aims at
          centralizing back office operations, thereby allowing front-office staff throughout the branch network to focus on
          marketing, sales, customer relations and to increase the efficiency of transaction processing.

               As part of this restructuring, the Bank is removing credit underwriting decisions from the branches and
          establishing credit centers to manage the lending approval process and ensure consistency in lending policies. In
          1999, two such centers were established in Thessaloniki, while two more recently began operations in Patras.
          With these new additions, the Bank now has a total of six credit centers in Greece, two in each major Greek city
          (Athens, Thessaloniki and Patras). Credit centers deal with small and medium-size companies, while the
          corporate banking division of the Bank and ETEVA are 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.

               Another of our objectives with respect to the Bank’s branch network restructuring is to shorten or remove
          customer queues in our branches. To this end, the Bank has acquired and is in the process of installing 200 ATMs
          to supplement its already existing network of 756 ATMs. The Bank plans to purchase and install an additional

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          100 ATMs by the end of 2000. In addition, the services provided by the Bank’s existing ATMs were expanded
          during the course of 1999 to include facilities for payment of bills and pre-payment of mobile phone credits.
               The Bank has also launched an initiative, with the participation of Alpha Credit Bank and OTE, to set up a
          company for the management of reloadable electronic portfolio cards. It is envisioned that the cards will be used
          for a variety of purposes, including as debit and/or credit cards and phone cards, and will be accepted at the ATM
          and POS networks of the Bank and Alpha Credit Bank as well as at OTE phone terminals.
               The provision of banking services via alternative distribution channels is also among the Bank’s priorities.
          Our mobile telephone banking services, marketed under the name ‘‘Mobile Banking,’’ were launched in
          December 1999 and allow those customers who sign up for these services at their local branch to transact balance
          inquiries and request automatic SMS notification by phone upon the occurrence of specified changes in their
          accounts. In addition, the Bank is currently launching a nationwide e-banking platform targeted at both corporate
          and retail customers. The Bank plans to integrate its mobile telephone and e-banking platforms by utilizing
          Wireless Application Protocol-based technologies to offer internet-compatible products and services to its mobile
          banking customers. In a related endeavor, the Bank, along with Alpha Credit Bank, OTE and the Athens
          Chamber of Commence, plans to set up a company which will issue, certify and manage digital certificates to
          enhance the security of electronic transactions. Management anticipates that these digital certificates will serve as
          electronic identification tools which will be internationally accepted and subject to recognized encryption
          standards. Management envisions that the company to be formed would allow for digital signature certificates in
          order to confirm its customers’ identity for the purpose of electronic transactions.

          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. The Bank, with the help of IBM,
          has developed a CRA system for which it is currently developing a comprehensive customer database. The CRA
          system will enable the Bank to maintain profiles of its customers based on the pattern of goods and services they
          purchase and transactions they execute, and will facilitate the Bank’s cross-selling activities. To support the new
          CRA system, the Bank is in the process of updating its customer databases.
               In addition, in 1999, the Bank significantly upgraded its centralized network and branch infrastructure, and
          installed a Wide Area Network based on Windows NT software. 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. These systems will be subsequently introduced to the other
          companies in our Group. The Bank also unveiled new custodian and treasury systems for improved customer
          services management.
                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 virtually the entire range
          of NBG’s software applications (loans, deposits, etc.) in respect of its banking operations. The IRIS system will
          gradually replace the existing on-line legacy systems and will provide the Bank with the flexibility to timely
          develop and implement new products and services. In addition, a number of projects are currently being
          implemented that are intended to improve the way in which the Bank’s products are provided, especially in
          relation to deposits, foreign exchange lending, servicing of bonds and syndicated loans in foreign currencies.
               The Bank is also in the process of implementing 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. Furthermore, the SAP Enterprise Resources Software has
          been implemented to automate the processes in Property Management, Purchasing and Finance. Also, a new
          integrated (front-middle-back office) treasury system, Thomson Vision, was put in production during 1999.

          Pursue Internal and External Growth Opportunities
              Although the Bank intends to grow organically, it will, nevertheless, continue to evaluate attractive
          acquisition, joint venture and partnership opportunities. The Bank’s management believes that the operating cash

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          flows 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 targets.
          The Bank is currently considering acquisitions in the Balkans and in certain international financial centers in
          Europe and elsewhere. These proposed acquisitions, if completed, are intended to increase the Bank’s
          international banking presence as well as its presence in the areas of investment banking and private equity.
              Domestically, the Bank has acquired minority holdings in a number of companies with the view of
          enhancing its operations with the provision of a full range of financial and advisory services. More specifically, in
          1999 the Bank invested in the following companies:
               )   OTEnet (a domestic internet service provider);
               )   Action Plan (a product marketing services provider);
               )   Planet (business consultants and project management advisors); and
               )   Fterotos Hermes (a postal services provider).
               Internationally, the Bank is strengthening its role as a regional player in southeastern Europe and eastern
          Mediterranean. On April 1, 2000, the acquisition of Stopanska Banka, based in Skopje in the Former Yugoslav
          Republic of Macedonia, was completed. The total value of Stopanska Banka has been estimated at approximately
          U.S.$ 30 million. In 1999, the Bank increased its network in southeastern Europe. Two branches were added to
          the Bank’s units in Albania (Korce and Durech), bringing the total in the country to four. Two new units were
          also set up in Bulgaria (Plovdiv and Bugras). In addition, in 1999, the Bank purchased the Bucharest branch of
          Chase Manhattan Bank in Romania. Finally, in May 2000, the Bank agreed to acquire approximately 90% of
          United Bulgarian Bank, which was the third largest bank in Bulgaria in terms of assets as at December 31, 1999.
          See, in this Item 4.B, ‘‘— International Operations.’’
          Improve Asset Quality
               We are continuing to make significant strides towards improving the quality and profitability of our assets.
          We are focusing especially on reducing the level of non-performing loans and other non-performing assets in our
          portfolio.
          Reducing the Level of Non-Performing Assets
                We have made significant provisions and write-offs in recent years to cover non-performing loans, other
          losses inherent in our loan portfolios and equity investments and intend to continue to provide for such exposures
          arising in the future, taking into account the level of collateral supporting them. As a result of our provisioning
          and write-off policy, the percentage of non-performing loans in our portfolio fell from 18.3% at the end of 1995
          to 8.8% at the end of 1999. The Bank had made provisions to cover its exposure from non-performing loans,
          taking into account the level of collateral, by the end of 1999. The table below summarizes our write-offs and
          provisioning between 1997 and 1999:
                                                    Group Write-Offs and Provisions
                                                                                                                       Amount
                                                                                                                1997     1998        1999
                                                                                                                    (GRD, in billions)
          Non-Performing Loans
          Write-offs ************************************************************** 75.8                                  61.4      37.9
          Provisions ************************************************************** 33.8                                  44.0      22.1

               Moreover, 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 potential problem loans. To illustrate, the Bank has
          developed and implemented a comprehensive credit manual as well as new credit approval and monitoring
          procedure designed in conjunction with McKinsey & Co. The new credit procedure encompasses a three-tier
          credit approval system, tailored to the size of the client. Under the new loan approval system, specialized teams in

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          the Bank will focus on each credit segment and the specific needs of its clients. The new system reflects our
          revised loan approval process, which focuses primarily on the borrower’s cash flow and ability to repay and,
          secondarily, on the less reliable indicator of collateral value.
               The objective of restructuring our credit function is to ensure consistency in loan approval procedures
          throughout the organization, while tailoring the loan approval process to meet the particular needs of the Bank’s
          borrowers. In order to achieve this objective, the Bank is in the process of removing loan approval authority from
          the individual branches and transferring it to new credit centers.
               In addition, to address the high level of existing troubled loans in 1998, the Bank set up a division to oversee
          the restructuring of existing loans. This division monitors and strengthens the Bank’s position with respect to
          loans which are delinquent for a period of one to six months (i.e., before they become classified as non-
          performing) by taking additional collateral, restructuring payments or similar means. In this way, it works with
          clients to develop flexible payments terms to ensure that they can meet their obligations. In addition, the Bank has
          five branches that deal exclusively with troubled and non-performing loans.

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




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

                                                                    NBG Group



                     Commercial and                        Insurance                                   Investment banking and
                     retail banking                                                                    advisory services

                     ¢ National Bank of Greece             ¢ Ethniki Hellenic General                  ¢    ETEVA
                                                             Insurance Company                         ¢    ETEVA Bulgaria
                                                           ¢ NBG Bancassurance                         ¢    ETEVA Romania
                                                                                                       ¢    NBG International
                                                                                                       ¢    NBG Venture Capital
                                                                                                            Management
                                                                                                       ¢    NBG Greek Fund
                                                                                                       ¢    NBG Balkan Fund
                                                                                                       ¢    ETEVA Venture Capital
                                                                                                            Management
                                                                                                       ¢    ETEVA Emerging Markets
                                                                                                            Fund
                                                                                                       ¢    ETEVA Estate Fund




           Financial services               International banking             Business consulting                   Selected non-banking assets
                                            activities                                                              and equity participations
           ¢ Diethniki Mutual Fund                                            ¢ Ethnodata
             Management                     ¢ National Bank of Greece         ¢ National Regional                   ¢ NBG Real Estate and
           ¢ Mortgage Mutual Fund             (Canada)                          Development Co. of                    General Warehouses
             Management                     ¢ Atlantic Bank of                  Northern Greece                     ¢ Astir Hotel Co.
           ¢ National Securities              New York                        ¢ NBG Training Center
             (Greece)                       ¢ Banque Nationale de
           ¢ National Company of              Grèce (France)
             Portfolio Investment           ¢ The South African Bank
           ¢ Ethniki Kefalaiou                of Athens
             Management of Assets           ¢ National Bank of Greece
             and Liabilities                  (Cyprus)
           ¢ Ethniki Leasing                ¢ International branches
           ¢ National Management              (U.K., Germany,
             and Organization                 Netherlands, the Balkans
             Company                          Securities and Egypt)
           ¢ National Securities            ¢ Stopanska Banka
             (Cyprus)
           ¢ Interlease




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              The following table sets forth the Bank’s ownership and control, if different, for each company in the
          consolidated Group.
                                                                                                                     NBG’s            Voting
                                                                                                                  Ownership         Power %
          Company name/Place of incorporation                                                                   Participation %   (if different)

          Atlantic Bank of New York/U.S. ****************************************                                    99.9
          Banque Nationale de Gr` ce/France **************************************
                                   e                                                                                100.0
          National Bank of Greece/Canada ****************************************                                   100.0
          The South African Bank of Athens /South Africa ***************************                                 98.7
          National Bank of Cyprus Ltd/Cyprus*************************************                                   100.0
          ETEVA/Greece*******************************************************                                        65.5
          National Company of Portfolio Investment/Greece **************************                                 30.5             34.7
          National Securities /Greece *********************************************                                  83.1            100.0
          Diethniki Mutual Fund Management/Greece *******************************                                    71.5            100.0
          Ethnofact National Factoring/Greece *************************************                                 100.0
          Ethniki Mutual Fund Management/Greece*********************************                                     82.8            100.0
          Ktimatiki Mutual Fund Management/Greece *******************************                                   100.0
          Ethniki Kefalaiou Management of Assets and Liabilities /Greece **************                             100.0
          National Management and Organization Company/Greece********************                                   100.0
          Ethniki Leasing/Greece ************************************************                                   100.0
          Hellenic Shipping Investment Company/Greece ****************************                                   55.0             84.0
          National Regional Development Company of Northern Greece/Greece**********                                  42.6             65.0
          Worthington Limited Partnership/U.S. ************************************                                 100.0
          NBG International London/U.K.*****************************************                                     83.1            100.0
          NBG Finance Plc London/U.K. *****************************************                                     100.0
          National Securities Cyprus Ltd/Cyprus ***********************************                                  93.0            100.0
          NBG Greek Fund Ltd/Cyprus*******************************************                                       95.4            100.0
          NBG Balkan Fund Ltd/Cyprus ******************************************                                      65.5            100.0
          ETEVA Venture Capital Management Company/Greece**********************                                      65.5            100.0
          ETEVA Emerging Markets Fund Ltd/Cyprus ******************************                                      65.5            100.0
          ETEVA Estate Fund Ltd/Cyprus*****************************************                                      65.5            100.0
          NBG Venture Capital Management Company/Greece************************                                      83.1            100.0
          ETEVA Bulgaria/Bulgaria **********************************************                                     66.9            100.0
          ETEVA Romania/Romania *********************************************                                        65.5            100.0
          Interlease/Bulgaria ****************************************************                                   68.5             72.5
          NBG Real Estate and General Warehouses/Greece **************************                                   70.0
          Greek Touristic Operations /Greece***************************************                                  77.8
          Astir Hotels /Greece ***************************************************                                  100.0
          Protipos Ktimatiki/Greece **********************************************                                  100.0
          Ethniki Hellenic General Insurance Company/Greece************************                                  71.7             72.1
          Ektenepol Constructions /Greece *****************************************                                 100.0
          Olympias Tourism and Hotels /Greece ************************************                                   65.5            100.0
          NBG Bancassurance/Greece ********************************************                                     100.0
          Dionisos /Greece******************************************************                                    100.0
          Ethnodata/Greece *****************************************************                                    100.0
          NBG Training Center/Greece *******************************************                                    100.0
          Note: Potidaia S.A. and Chemical Industries of Northern Greece were members
             of the Group as at December 31, 1998, but were no longer consolidated as at
             December 31, 1999.

          D.   Property, Plants and Equipment
               We own approximately 2,700 properties, 2,000 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 GRD 210 billion as at December 31, 1999, of which
          approximately GRD 167 billion, or 79.5%, 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 GRD 43 billion as at

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          December 31, 1999 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 its
          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 express 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. We are
          currently building an adjacent building which will function as an annex to our primary headquarters at 86 Eolou
          Street. Construction began in March 1999 and we anticipate that the new building will be completed by March
          2002. We have budgeted GRD 3.5 billion for this capital expenditure over the period from 1999 to 2002 and have
          already incurred costs of GRD 1.15 billion. See Item 4.A, ‘‘Business Overview — History and Development of
          the Company.’’
               The table below identifies our significant real property holdings, as at May 31, 2000:
                                                                                                                              Book Value
                                                                                                                               (per our
                                                                                                                                Greek       Objective
                                                                                                                                annual      Value (as
                                                                                                                             report dated   reported
                                                                                                                             December 31, by the tax
    Address                                       Type of Property                Use                        Area                1999)     authorities)
                                                                                                                                 (GRD in millions)
    1. 86, EOLOU STR. & 6-8-10
       SOPHOCLEOUS STR. ***************** BLOCK OF MULTI-               – HEAD OFFICE    28,288 m2, on a site of                 9,558        7,871
                                          STORY BUILDINGS,              – ADMINISTRATIVE 9,687.4 m2
                                          LISTED ON                       SERVICES
                                          HISTORICAL                    – LEASED TO
                                          REGISTER                        ATHENS STOCK
                                                                          EXCHANGE
    2. 10, THEOTOKI ‘‘TAFROS’’ LOCATION
       KERKYRA *************************** LAND                         TO BE                      24,802 m2 partly zoned         959         4,847
                                                                        DEVELOPED                  (expropriated)
    3. RETSINA AND HYMETTUS STR.
       FORMER ‘‘AKERETSINA S.A.’’ PIREAUS INDUSTRIAL                    RENTED                     15,485.9 m2, on a site        1,012        3,693
                                                                        (STORES, SMALL             of 26,718.1 m2
                                                                        INDUSTRIES)
    4. AGISILAOUAIGEOS-
       EVIPIDOUKOLOKOTRONI STR.,
       FORMER ‘‘IZOLA ABE’’ KALLITHEA*** INDUSTRIAL                     RENTED                     26,877 m2, on a site of       2,744        3,250
                                                                        (WAREHOUSE)                28,591 m2

    5. MESOGEION AVENUE **************** MULTI-STORY                    STORE &                    7,996 m2, on a site of        1,130        3,395
                                         BUILDING                       ADMINISTRATIVE             1,056 m2
                                                                        SERVICES

    6. 80, MICHALAKOPOULOU STR. ATHENS MULTI-STORY                      LEASED TO THE              14,718.4 m2, on a site         415         3,395
                                       BUILDING                         MINISTRY OF                of 2,081 m2
                                                                        DEVELOPMENT
                                                                        OF GREECE

    7. 38, STADIOU STR. ATHENS *********** MULTI-STORY                  STORE &                    6,262 m2, on a site of        2,106        2,589
                                           BUILDING, LISTED             ADMINISTRATIVE             1,700 m2
                                           ON HISTORICAL                SERVICES
                                           REGISTER




                                                                         58
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                                                                                                                              Book Value
                                                                                                                               (per our
                                                                                                                                Greek       Objective
                                                                                                                                annual      Value (as
                                                                                                                             report dated   reported
                                                                                                                             December 31, by the tax
    Address                                       Type of Property                Use                        Area                1999)     authorities)
                                                                                                                                 (GRD in millions)
    8. 38-40 PANEPISTIMIOU STR. ATHENS *** MULTI-STORY                  STORE &                    6,024 m2, on a site of        1,495        2,655
                                           BUILDING                     ADMINISTRATIVE             4,362.3 m2
                                                                        SERVICES

    9. 70, TH. SOFOULI STR. THESSALONIKI        LAND                    TO BE                      10,407 m2                       43         2,350
                                                                        DEVELOPED


          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 are 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, 1997, 1998 and 1999 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.




                                                                         59
                                                                                                                                                                                         BOWNE OF LONDON
                                                                                                                 Year ended December 31,
                                                                                      1997                                1998                                    1999
                                                                        Average                  Average     Average                   Average      Average                  Average
                                                                        Balance      Interest     Rate       Balance      Interest       Rate       Balance      Interest     Rate




                                                                                                                                                                                         06/27/2000 18:37
                                                                                                   %                                      %                                    %
                                                                                                           (GRD in millions, except percentages)
     Assets:
     Cash and due from banks ********************************             483,259          —         —        272,991            —          —         596,791          —         —
     Reserves with central bank*******************************          2,232,621      97,964      4.39     2,033,462        85,334       4.20      2,003,520      90,307      4.51
     Federal funds sold and securities purchased under agreements to




                                                                                                                                                                                         BL/SM
        resell***********************************************              32,288       2,082      6.45        41,393        2,044       4.94          14,386         892      6.20
     Interest bearing deposits with banks ***********************       1,581,530     141,372      8.94     1,724,157      205,719      11.93       2,123,229     182,258      8.58
     Money market investments *******************************




                                                                                                                                                                                         CURRENT
                                                                          125,924       9,480      7.53        80,525        7,135       8.86          85,479       8,959     10.48
     Trading account securities:
     Debt and equity instruments******************************          2,188,785     246,994     11.28     2,237,323      245,027      10.95       2,449,960     240,869      9.83
     Securities:
     Available for sale, at fair value ***************************      1,485,250      126,686     8.53     1,160,932        70,507      6.07       1,073,584       81,396     7.58
     Held to maturity, at amortized cost ************************         807,546       58,247     7.21     2,024,962       187,092      9.24       1,858,686      173,537     9.34




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     Loans ************************************************             3,508,077      376,441    10.73     4,018,840       413,899     10.30       4,425,599      384,558     8.69
     Less: Allowance for loan losses***************************          (298,511)          —        —       (268,565)           —         —         (235,816)          —        —
     Net loans *********************************************            3,209,566           —        —      3,750,275            —         —        4,189,783           —        —
     Intangible assets ***************************************              7,515           —        —         12,779            —         —           29,985           —        —
60




     Premises and equipment, net *****************************            122,862           —        —        126,430            —         —          213,126           —        —
     Customer’s liability on acceptances ************************             521           —        —            476            —         —              686           —        —
     Accrued interest receivable*******************************           171,913           —        —        229,414            —         —          211,001           —        —
     Other assets *******************************************             855,434       20,288     2.37     1,633,705        34,170      2.09       1,205,725       12,894     1.07
     Total Assets *******************************************          13,305,014    1,079,554     8.11    15,328,824     1,250,927      8.16      16,055,941    1,175,670     7.32
     Liabilities:
     Deposits **********************************************           10,492,818     816,583      7.78    11,735,340      906,065       7.72      12,082,909     820,431      6.79
     Central bank borrowings*********************************              44,644       4,320      9.68        28,455        4,068      14.30          91,376       4,151      4.54
     Securities sold under agreements to repurchase & other
        borrowed funds **************************************             312,977      27,286      8.72       416,000        37,478       9.01        588,620      47,657      8.10
     Acceptances outstanding *********************************                521          —         —            476            —          —             686          —         —
     Accounts payable, accrued expenses and other liabilities*******    1,146,527       9.375      0.82     1,801,596        10,242       0.57      1,040,250       6,251      0.60
     Long-term debt ****************************************              135,726      18,334     13.51       216,182        15,941       7.37        139,450       7,043      5.05
     Total Liabilities ****************************************        12,133,213     875,898      7.22    14,198,049      973,794        6.86     13,943,291     885,533      6.35




                                                                                                                                                                                       U42209 061.00.00.00 32X
          Note: Non-accruing loans which have not been written off are included in ‘‘Loans,’’ above.
                                                                                                                                                                              BOWNE OF LONDON
     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




                                                                                                                                                                              06/27/2000 18:37
     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 by the volume for the preceding 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.




                                                                                                                                                                              BL/SM
                                                                                                                                           1997 vs. 1998
                                                                                                                                Total         Due to           Due to
                                                                                                                               interest     change in        change in




                                                                                                                                                                              CURRENT
                                                                                                                               change         volume        interest rate
                                                                                                                                 (GRD in millions, except percentages)
     ASSETS
     Cash and due from banks and reserves with central bank **********************************************                     (12,630)       (8,739)          (3,891)
     Federal funds sold and securities purchased under agreements to resell ***********************************




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                                                                                                                                   (38)          587             (625)
     Interest bearing deposits with banks****************************************************************                       64,347        12,749           51,598
     Money market investments ***********************************************************************                           (2,345)       (3,418)           1,073
     Trading account securities: debt and equity instruments************************************************                    (1,967)        5,477           (7,444)
61




     Securities:
        Available for sale, at fair value******************************************************************                   (56,179)       (27,663)         (28,516)
        Held to maturity, at amortized cost **************************************************************                    128,845         87,810           41,035
     Loans ****************************************************************************************                            37,458         54,808          (17,350)
     Other assets ***********************************************************************************                          13,882         18,458           (4,576)
     Total Assets ***********************************************************************************                         171,373        140,069           31,304
     LIABILITIES
     Deposits **************************************************************************************                            89,482        96,697           (7,215)
     Central bank borrowings *************************************************************************                            (252)       (1,567)           1,315
     Securities sold under agreements to repurchase and other borrowed funds*********************************                   10,192         8,982            1,210
     Long-term debt ********************************************************************************                            (2,393)       10,868          (13,261)
     Other liabilities ********************************************************************************                            867         5,356           (4,489)




                                                                                                                                                                            U42209 062.00.00.00 28X
     Total Liabilities ********************************************************************************                         97,896       120,336          (22,440)
                                                                                                                                                                 BOWNE OF LONDON
                                                                                                                              1998 vs. 1999
                                                                                                                   Total         Due to           Due to
                                                                                                                  interest     change in        change in
                                                                                                                  change         volume        interest rate




                                                                                                                                                                 06/27/2000 18:37
                                                                                                                    (GRD in millions, except percentages)
     ASSETS
     Cash and due from banks and reserves with central bank **********************************************          4,973        (1,257)            6,230
     Federal funds sold and securities purchased under agreements to resell ***********************************    (1,152)       (1,334)              182
     Interest bearing deposits with banks****************************************************************         (23,461)       47,616           (71,077)




                                                                                                                                                                 BL/SM
     Money market investments ***********************************************************************               1,824           439             1,385
     Trading account securities: debt and equity instruments************************************************       (4,158)       23,288           (27,446)




                                                                                                                                                                 CURRENT
     Securities:
        Available for sale, at fair value******************************************************************        10,899        (5,305)          16,194
        Held to maturity, at amortized cost **************************************************************        (13,555)      (15,363)           1,808
     Loans ****************************************************************************************               (29,341)       41,892          (71,233)
     Other assets ***********************************************************************************             (21,276)       (8,951)         (12,325)




                                                                                                                                                                 NEXT PCN: 064.00.00.00 -- Page is valid, no graphics
     Total Assets ***********************************************************************************             (75,247)       81,025         (156,282)
     LIABILITIES
     Deposits **************************************************************************************
62




                                                                                                                  (85,634)       26,835         (112,469)
     Central bank borrowings *************************************************************************                 83         8,995           (8,912)
     Securities sold under agreements to repurchase and other borrowed funds*********************************      10,179        15,552           (5,373)
     Long-term debt ********************************************************************************               (8,898)       (5,658)          (3,240)
     Other liabilities ********************************************************************************            (3,991)       (4,328)             337
     Total Liabilities ********************************************************************************           (88,261)       41,396         (129,657)




                                                                                                                                                               U42209 063.00.00.00 35X
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          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,
                                                                                               1997             1998               1999
                                                                                                 (GRD in millions, except percentages)
          Average interest earning assets **************************                      12,120,855             13,321,594    14,034,443
          Interest income ***************************************                          1,079,554              1,250,927     1,175,670
          Average interest bearing liabilities************************                    10,986,166             12,395,977    12,902,355
          Interest expense***************************************                            875,898                973,794       885,533
          Net interest income************************************                            203,656                277,133       290,137
          Net interest margin(1) **********************************                             1.68%                  2.08%         2.07%

          (1) Net interest margin represents net interest income divided by average 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,
                                                                                             1997              1998               1999
                                                                                              (GRD in millions, except for percentages)
          Net interest income***********************************                            203,656                277,133        290,137
          Net income *****************************************                               28,570                131,152        219,225
          Average total assets **********************************                        13,305,014             15,328,824     16,055,941
          Average shareholders’ equity(1) *************************                            (487)               130,442        389,898
          Net interest income as a percent of:
            Average total assets ********************************                                  1.5%               1.8%             1.8%
            Average shareholders’ equity(1) ***********************                               n/m(2)            212.5%            74.4%
          Net income as a percent of:
            Average total assets ********************************                                  0.2%               0.9%             1.4%
            Average shareholders’ equity(1) ***********************                               n/m(2)            100.5%            56.2%

          (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. Average shareholders’ equity as measured in accordance with
              U.S. GAAP yielded a negative amount in 1997, despite the fact that the Group maintained its adequately
              capitalized status in accordance with Greek regulations.
          (2) n/m means ‘‘not meaningful.’’

          Assets
          Investment Portfolio
               At December 31, 1999, the Group’s investment securities were carried at a book value of
          GRD 6,278,039 million, representing 39.5% of the Group’s total assets. Greek Treasury bonds and other Greek
          State or State-guaranteed securities accounted for GRD 5,318,579 million, or 84.7% 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 in part
          attributable to the high reserve requirements applied by Greek banking regulations in the past. Some of these

                                                                       63
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          bonds were acquired in discharge of public sector loans guaranteed by the Greek State. Greek government bonds
          issued prior to October 1997 carry variable interest rates equal to the rates on a 12-month Greek treasury bill with
          an additional spread. Greek government bonds issued subsequently carry fixed interest rates.

               The Group’s equity portfolio stems largely from investment activities on the ASE as well as equities taken in
          loan foreclosure and workout situations. As part of its aim to restructure and reorganize its operations, the Group
          has begun to divest its holdings in non-core businesses. In 1998 and 1999, the Group realized a total of
          GRD 38.2 billion and GRD 105.0 billion, respectively, by disposing of equity securities.

              The following table sets forth the cost and fair value of each type of the Group’s trading securities at
          December 31, 1997, 1998 and 1999:
                                                                                              Year ended December 31,
                                                                           1997                       1998                              1999
                                                                                  Fair                       Fair                              Fair
                                                                 Cost             Value         Cost        Value             Cost             Value
                                                                                                 (GRD in millions)
          Trading Account Securities
          Greek government bonds *********************         2,312,267      2,288,359       2,173,074       2,225,472     3,122,623          3,151,941
          Certificates of deposit, banker’s acceptances and
            commercial paper *************************           64,169            64,169         70,599          71,132      61,100             60,254
          Debt securities issued by other governments and
            public entities ****************************         50,476            50,500          9,260           8,668       7,767              7,550
          Debt securities issued by foreign financial
            institutions*******************************          64,839            65,587         46,434          46,589      38,350             38,099
          Debt securities issued by Greek financial
            institutions*******************************          12,766            13,008             10               10        920                921
          Equity securities issued by companies
            incorporated in Greece *********************         47,408            57,027         31,472          35,071     123,873            170,765
          Equity securities issued by foreign companies ****        172               161            127             124         950              2,667
          Other *************************************            18,130            16,434         15,978          19,308      46,435             52,482
          Total Trading Account Securities *************       2,570,227      2,555,245       2,346,954       2,406,374     3,402,018          3,484,679




                                                                              64
                                                                                                                                                                                                          BOWNE OF LONDON
         The following table sets forth the amortized cost and fair value as well gross unrealized gains and losses of each type of the Group’s available-for-sale
     and held-to-maturity securities at December 31, 1997, 1998 and 1999:
                                                                                                                      Year ended December 31,




                                                                                                                                                                                                          06/27/2000 18:37
                                                                                1997                                            1998                                           1999
                                                                       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
                                                                       (GRD in millions)




                                                                                                                                                                                                          BL/SM
     Available-for-sale securities
     Greek government bonds************************ 1,366,319          17,352          (8,659)   1,375,012    580,312     8,260     (1,635)      586,937     410,017     7,382        (358)   417,041
     Mortgage-backed securities **********************     31,604         227              (3)      31,828     51,549        94       (195)       51,448      63,208        11      (3,202)    60,017




                                                                                                                                                                                                          CURRENT
     Collateralized mortgage obligations ***************   56,621         119             (79)      56,661     96,354       180       (478)       96,056      98,367        —       (5,253)    93,114
     Other****************************************         11,403       1,107             (27)      12,483     29,923     1,225       (115)       31,033      52,644     4,789          (7)    57,426
     Debt securities issued by other governments and
       public entities *******************************     71,884         127           (233)      71,778     129,494     3,532       (362)      132,664     185,002     2,170      (6,029)   181,143
     Corporate debt securities issued by companies




                                                                                                                                                                                                          NEXT PCN: 067.00.00.00 -- Page is valid, no graphics
       incorporated in Greece ***********************      21,881          29             —        21,910      62,159     3,971       (265)       65,865         396        —          —         396
     Corporate debt securities issued by companies
       incorporated outside Greece *******************     19,832         428             (28)     20,232      12,182        39       (193)       12,028      65,688       221       (993)     64,916
     Equity securities issued by companies incorporated in
65




       Greece*************************************         46,216       3,550           (255)      49,511      12,381     9,320         —         21,701      50,867    25,038      (1,878)    74,027
     Equity securities issued by companies incorporated
       outside Greece ******************************        1,664          51              (7)      1,708      15,830     6,002        (63)       21,769      21,208       855      (3,297)    18,766
     Total available-for-sale securities **************** 1,627,424    22,990          (9,291)   1,641,123    990,184    32,623     (3,306)     1,019,501    947,397    40,466    (21,017)    966,846
     Held-to-maturity securities
     Greek government bonds************************         597,236        18          (1,076)    596,178 1,746,780      44,868       (133)     1,791,515 1,749,597     62,484    (13,695) 1,798,386
     Mortgage-backed securities **********************        4,996       161             (90)      5,067     3,389         114        (56)         3,447     2,144         26        (65)     2,105
     Collateralized mortgage obligations ***************     10,811        26             (33)     10,804     9,227          51         (1)         9,277     3,799         10        (12)     3,797
     Other****************************************              863        36              —          899     3,583       3,571         —           7,154     4,640         42         —       4,682
     Debt securities issued by other governments and
       public entities *******************************        8,579        47              (3)      8,623       8,429       129         (4)        8,554      13,815       201       (817)     13,199
     Corporate debt securities issued by companies
       incorporated in Greece ***********************        27,148        —              —        27,148      23,551        —          —         23,551      40,327       220        (19)     40,528
     Corporate debt securities issued by companies
       incorporated outside Greece *******************        1,825     1,097             —         2,922         458        —          —            458      12,192       204       (144)     12,252




                                                                                                                                                                                                        U42209 066.00.00.00 31X
     Total held-to-maturity securities ****************     651,458     1,385          (1,202)    651,641 1,795,417      48,733       (194)     1,843,956 1,826,514     63,187    (14,752) 1,874,949
                                                                                                                                                                                                           BOWNE OF LONDON
           The following table sets forth the book value of the Group’s securities by maturity at December 31, 1999:
                                                                                                                    Year ended December 31, 1999
                                                                 Within one year or less        After one year through five years After five years through ten years           After ten years




                                                                                                                                                                                                           06/27/2000 18:37
                                                                       Weighted                             Weighted                            Weighted                        Weighted
                                                                        average                             average                              average                         average
                                                               Cost      yield     Fair Value     Cost        yield    Fair Value     Cost        yield  Fair Value   Cost        yield     Fair Value
                                                                                                                (GRD in millions, except percentages)
     Trading account securities:
     Greek government and agencies *******************         339,348     9.73%     339,989 2,113,640        9.35% 2,138,541      555,112       6.62%     558,306    114,523     6.84%      115,105




                                                                                                                                                                                                           BL/SM
     Certificates of deposit, bankers’ acceptances and
       commercial paper ****************************            61,100     5.31%      60,254          —           —          —           —          —           —            —         —           —
     Debt securities issued by other governments and




                                                                                                                                                                                                           CURRENT
       public entities********************************              —          —          —      7,361        7.04%      7,081          —            —          —         406     8.76%          469
     Debt securities issued by foreign financial institutions     7,509     7.95%       7,557    30,841        7.48%     30,542          —            —          —          —          —           —
     Debt securities issued by Greek financial institutions**        —          —          —         —             —         —          920       4.21%         921         —          —           —
     Other ****************************************              4,111         —      10,131    40,130            —     40,144          —            —          —          —          —           —
     Total trading account securities******************        412,068          0    417,931 2,191,972             0 2,216,308     556,032            0    559,227    114,929          0     115,574




                                                                                                                                                                                                           NEXT PCN: 068.00.00.00 -- Page is valid, no graphics
     Available-for-sale securities
     Greek government and agencies *******************          66,529     7.37%      66,782    249,030       7.35%     251,693      76,519      4.65%      78,828     17,939     4.59%       19,738
     Mortgage-backed securities***********************              75     5.70%          75        792       6.23%         770       1,233      6.26%       1,191     61,108     6.94%       57,981
     Collateralized mortgage obligations ****************                                         1,156       6.75%       1,153         735      6.58%         733     96,476     6.87%       91,228
     Other ****************************************              2,235     5.26%       2,787                                             —           —          —          —          —           —
66




     Debt securities issued by other governments and
       public entities********************************          21,932     5.92%      22,038      84,210      6.24%      81,755      57,325      5.87%      54,167     21,535     5.28%       23,183
     Corporate debt securities issued by companies
       incorporated in Greece ************************             —           —          —          396      5.51%         396          —          —           —            —         —           —
     Corporate debt securities issued by companies
       incorporated outside Greece ********************          7,954   13.61%        7,963        635       5.99%         621     39,730       6.81%      39.831     17,369     7.32%       16,501
     Total available-for-sale securities*****************       98,725    7.50%       99,645    336,219       7.06%     336,388    175,542       5.55%     174,750    214,427     6.58%      208,631
     Held-to-maturity securities
     Greek Government Bonds************************            348,824     9.49%     349,740 1,078,752        9.18% 1,112,976      296,279       8.17%     309,568     25,742     7.32%       26,102
     Mortgage-backed securities***********************              —          —          —        791        5.94%       770           —            —          —       1,353     5.24%        1,335
     Collateralized mortgage obligations ****************           —          —          —         —             —        —         2,048       4.72%       2,055      1,751     5.56%        1,742
     Other ****************************************                934         —         934       863                    864            8           —          24      2,835         —        2,860
     Debt securities issued by other governments and
       public entities********************************            651      7.36%         657       8,529      5.88%       8,688       1,686      8.00%       1,723      2,949     6.45%         2,131
     Corporate debt securities issued by companies
       incorporated in Greece ************************           5,556     9.83%       5,537      20,550      9.79%      20,770      14,221    10.61%       14,221           —         —           —




                                                                                                                                                                                                         U42209 067.00.00.00 31X
     Corporate debt securities issued by companies
       incorporated outside Greece ********************              0         —           0     7,402        5.72%     7,429        4,790       5.27%       4,823         —          —           —
     Total held-to-maturity securities *****************       355,965     9.47%     356,868 1,116,887        9.13% 1,151,497      319,032       8.21%     332,414     34,630     6.47%       34,170
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               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 (including securities held in its trading, available-for-sale and held-to-maturity portfolios) at December 31,
          1999 was GRD 5,318,579 million and GRD 5,367,368 million respectively.

          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, 1999, the amount of the Group’s total loans and
          advances to customers outstanding equalled GRD 4,909,376 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 13 to the U.S. GAAP Financial Statements. Approximately 84.7% of the Group’s loan
          portfolio was to Greek residents at December 31, 1999. 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.




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               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,
          1995, 1996, 1997, 1998 and 1999. Amounts below are presented based on U.S. GAAP financial data. Amounts
          for 1995 are comparable, as the loan loss allowance for 1995 has been adjusted from Greek GAAP.
                                                                                           Year ended December 31,
                                                                  1995              1996            1997           1998        1999
                                                                                              (GRD in millions)
          Greek residents:
          Consumer:
            Residential mortgages*****************      682,864                    791,939           845,505      923,415    1,050,495
            Credit card**************************        56,700                     93,656            85,030       98,958      127,461
            Auto financings **********************            —                          —              2,276        3,358        5,666
          Other consumers ***********************        54,084                     83,872            83,835       84,184      131,986
          Total*********************************        793,648                    969,467         1,016,646    1,109,915    1,315,608
          Commercial:
            Industry and mining ******************      567,270                   482,393            755,872      764,956      735,878
            Small-scale industry ******************     221,425                   280,272            234,288      231,021      227,965
            Trade ******************************        296,880                   343,359            428,641      525,608      708,755
            Construction ************************         5,400                     6,126             38,308       46,128       36,070
            Tourism ****************************        106,805                   115,587            121,273       99,227       80,622
            Shipping and transportation ************     96,810                   127,359            117,657      159,611      197,578
            Commercial mortgages ****************        19,730                    22,742             29,640       47,188       51,287
            Public sector ************************      326,642                   403,928            381,351      508,862      693,652
            Other ******************************        188,477                   228,810             72,643       51,504      111,806
          Total********************************* 1,829,439                      2,010,576          2,179,673    2,434,105    2,843,613
          Total Greek residents loans ************** 2,623,087                  2,980,043          3,196,319    3,544,020    4,159,221
          Unearned income **********************           (107)                     (945)              (818)      (2,750)         (94)
          Loans, net of unearned income *********** 2,622,980                   2,979,098          3,195,501    3,541,270    4,159,127
          Foreign:
          Consumer:
            Residential mortgages*****************       40,506                     45,388             50,682     44,930       51,568
            Credit card**************************           234                        249                504        813        1,167
            Auto financings **********************         2,520                      2,715              3,348      3,380        4,221
            Other consumers *********************        23,608                     23,996             24,130     29,594       55,342
          Total*********************************         66,868                     72,348             78,664     78,717      112,298
          Commercial:
            Industry and mining ******************       95,106                    96,291            109,691      106,695      181,979
            Small-scale industry ******************       4,180                     4,231              4,511        5,372        4,134
            Trade ******************************         46,300                    49,022             55,071       70,601       95,363
            Construction ************************            —                         —                  —            —        24,941
            Tourism ****************************          8,250                     8,399              9,282       10,886       14,730
            Shipping and transportation ************     64,350                    66,632             68,950       63,313       88,573
            Commercial mortgages ****************        62,105                    67,429             82,577       90,229      147,141
            Public sector ************************        3,214                     3,240              8,791        7,444       15,672
            Other ******************************         16,493                    12,052             42,805       43,103       70,471
          Total*********************************        299,998                   307,296            381,678      397,643      643,004
          Total foreign loans *********************     366,866                   379,644            460,342      476,360      755,302
          Unearned income **********************           (981)                   (1,958)            (2,017)      (1,136)      (5,053)
          Loans, net of unearned income ***********     365,885                   377,686            458,325      475,224      750,249
          Total loans, net of unearned income ******* 2,988,865                 3,356,784          3,653,826    4,016,494    4,909,376
          Less: Allowance for loan losses*********** (373,394)                   (336,412)          (299,276)    (282,783)    (271,921)
          Total net loans************************* 2,615,471                    3,020,372          3,354,550    3,733,711    4,637,455


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              Of the Group’s loans outstanding at December 31, 1999 that are due after one year, GRD 756,942 million
          had fixed interest rates while GRD 1,597,902 million had floating interest rates.

               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 ‘‘— Credit
          Quality — Risk Management — Loan Approval Process,’’ below in this Item 4.E.

              The Group is also able to offer certain Government-subsidized mortgage loans in Greece to borrowers who
          meet certain criteria. See ‘‘— Overview of the Banking Services Sector in Greece — Retail banking — Mortgage
          Lending’’ in Item 4.B.

               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 (maximum
          GRD 1 million) 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.

               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.

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                                                                                         Year ended December 31, 1999
                                                                  Less than 1 year         1 to 5 years     After 5 years     Total
                                                                                               (GRD in millions)
          Greek Residents
          Consumer:
          Residential mortgages**********************                   78,136                 353,679         618,680      1,050,495
          Credit card*******************************                   127,461                      —               —         127,461
          Auto financing****************************                        603                   5,063              —           5,666
          Other consumers **************************                    44,872                  87,009             105        131,986
          Total************************************                    251,072                 445,751         618,785      1,315,608
          Commercial
          Industry and mining ***********************                  614,428                100,698           20,752        735,878
          Small-scale industry ***********************                 159,135                 68,830               —         227,965
          Trade ***********************************                    656,081                 52,654               20        708,755
          Construction *****************************                     4,512                  4,617           26,941         36,070
          Tourism *********************************                     17,572                 19,732           43,318         80,622
          Shipping and transportation *****************                115,665                 81,913               —         197,578
          Commercial mortgages *********************                     7,327                 10,811           33,149         51,287
          Public sector *****************************                  301,327                371,377           20,948        693,652
          Lease Financing **************************                    11,269                 32,470            2,617         46,356
          Other ***********************************                     54,565                 10,885               —          65,450
          Total************************************                  1,941,881                753,987          147,745      2,843,613
          Total Greek residents loans *****************              2,192,953              1,199,738          766,530      4,159,221
          Unearned income *************************                        (94)                    —                —             (94)
          Greek residents loans, net of unearned income              2,192,859              1,199,738          766,530      4,159,127
          Foreign:
          Consumer:
          Residential mortgages**********************                    24,183                 17,456           9,929        51,568
          Credit card*******************************                      1,167                     —               —          1,167
          Auto financing****************************                       1,079                  3,142              —          4,221
          Other consumers **************************                     25,576                 29,473             293        55,342
          Total************************************                      52,005                 50,071          10,222       112,298
          Commercial
          Industry and mining ***********************                  112,712                 47,343           21,924        181,979
          Small-scale industry ***********************                   3,987                    147               —           4,134
          Trade ***********************************                     44,369                 50,803              191         95,363
          Construction *****************************                     3,783                  4,661           16,497         24,941
          Tourism *********************************                      4,367                  9,929              434         14,730
          Shipping and transportation *****************                 42,147                 25,793           20,633         88,573
          Commercial mortgages *********************                    54,754                 65,336           27,051        147,141
          Public sector *****************************                    8,806                  6,046              820         15,672
          Lease financing ***************************                       118                  1,443              743          2,304
          Other ***********************************                     34,625                 33,088              454         68,167
          Total************************************                    309,668                244,589           88,747        643,004
          Total foreign loans ************************                 361,673                294,660           98,969        755,302
          Unearned income *************************                          0                 (4,878)            (175)        (5,053)
          Foreign loans, net of unearned income ********               361,673                289,782           98,794        750,249
          Total loans, net of unearned income **********             2,554,532              1,489,520          865,324      4,909,376
          Less: Allowance for loan losses *************               (260,423)                (7,880)          (3,618)      (271,921)
          Total net loans****************************                2,294,109              1,481,640          861,706      4,637,455




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          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 two years ended
          December 31, 1998 was to the United States, Cyprus, Germany and Italy and for the year ended December 31,
          1999, the United States, Cyprus and Germany. These foreign country outstandings represent additional economic
          and political risks, although the Group does not currently view these risks as significant.

               The tables below show the amount of foreign outstandings at December 31, 1997, 1998 and 1999 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, 1997(1)
                                                                                                                  Country
                                                                                                  United States    Germany         Cyprus
                                                                                                              (GRD in millions)
          Loans******************************************************                               156,970           9,054       99,687
          Interest bearing deposits with banks *****************************                         55,452          88,852        6,335
          Other interest bearing investments ******************************                         162,098           5,183           —
          Other monetary assets ****************************************                             28,083              65       29,988
          Total ******************************************************                              402,603         103,154      136,010

          (1) The aggregate amount of outstandings attributable to countries whose outstandings are between 0.75% and
              1% of total assets is GRD 346,517 million. This balance is attributable to foreign outstandings with Italy, the
              U.K. and Germany.
                                                                                                     At December 31, 1998(1)
                                                                                                            Country
                                                                                United States         Germany         Cyprus       Italy
                                                                                                        (GRD in millions)
          Loans *******************************************                        172,673              15,266      116,872           —
          Interest bearing deposits with banks ******************                   32,457             107,346       12,489      192,124
          Other interest bearing investments ********************                  244,877              33,332        1,407        3,117
          Other monetary assets ******************************                      17,475               4,053       32,116            1
          Total ********************************************                       467,482             159,997      162,884      195,242

          (1) The aggregate amount of outstandings attributable to countries whose outstandings are between 0.75% and
              1% of total assets is GRD 130,614 million. This balance is attributable to foreign outstandings with the U.K.
                                                                                                           At December 31, 1999(1)
                                                                                                                  Country
                                                                                                  United States    Germany         Cyprus
                                                                                                              (GRD in millions)
          Loans******************************************************                               251,559          16,779      165,288
          Interest bearing deposits with banks *****************************                         23,634         145,783       23,246
          Other interest bearing investments ******************************                         296,254          34,863       27,595
          Other monetary assets ****************************************                             60,484          27,509       14,705
          Total ******************************************************                              631,931         224,934      230,834

          (1) The aggregate amount of outstandings attributable to countries whose outstandings are between 0.75% and
              1% of total assets is GRD 140,827 million. This balance is attributable to foreign outstandings with the U.K.

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              The table below shows the amount of foreign outstandings by type of borrower for countries where the
          Group’s exposure exceeded 1% of total assets at December 31, 1997, 1998 and 1999.
                                                                                             At December 31,
                                                               1997                          1998                                1999
                                                            Country                         Country                             Country
                                                        United                    United                             United
                                                        States     Cyprus         States    Germany       Cyprus     States     Germany   Cyprus
                                                                                              (GRD in millions)
          Consumer:
          Residential mortgages *******************       32,503       381         28,924         —           428     29,501         —      2,319
          Credit card ****************************            —        504             —          —           814         —          —      1,167
          Auto financing *************************             —      2,218             —          —         2,753         —          —      3,227
          Other consumers************************          3,218     9,757          2,632         —        14,831      3,394      4,558    35,465
          Total *********************************         35,721    12,860         31,556         —        18,826     32,895      4,558    42,178
          Commercial
          Industry and mining *********************       58,654    39,052         61,328     1,500        43,858    130,207      3,951    25,297
          Small-scale industry *********************          —         —              —         —             —          —          —         —
          Trade *********************************             —     33,360             —      1,000        40,545         —       3,232    59,133
          Construction ***************************           613        —           2,537        —             —       1,662         —     19,781
          Tourism *******************************             —      8,874             —         —         10,006         —       2,910    11,452
          Shipping and transportation ***************         —      1,000             —     10,547            —          —          —      6,041
          Commercial mortgages*******************         55,960        —          61,940        —             —      85,839         —         —
          Public sector ***************************          522         2            392        —              6        329         —          5
          Lease financing*************************          1,827        —          11,287        —             —         627      1,562        —
          Other *********************************          3,673     4,539          3,633     2,219         3,631         —         566     1,401
          Total *********************************       121,249     86,827        141,117    15,266        98,046    218,664     12,221   123,110
          Total loans ****************************      156,970     99,687        172,673    15,266       116,872    251,559     16,779   165,288


          Note: Italy is not included in the above analysis because our exposure in that country does not include loan
                balances.

          Credit Quality

          Risk Management — Loan Approval Process

               The loan approval process is conducted separately by the Bank and each of its subsidiaries with respect to
          loans extended by each of them. The discussion below relates to the Bank and its principal banking subsidiaries,
          Atlantic Bank of New York and ETEVA.

                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 the credit centers. Loans in excess of
          GRD 3 billion but less than GRD 8 billion must be approved by the Bank’s Business Council, which is composed
          of at least one deputy governor of the Bank who supervises the relevant division, one or more credit managers of
          the Bank, the manager of the relevant division, as well as other executives. Loans in excess of GRD 8 billion but
          less than GRD 15 billion must be approved by the Bank’s Senior Business Council. Loans in excess of GRD 15
          billion must be ratified by the Board of Directors.

               Commercial credit decisions are based primarily on the customer’s operational sources of repayment, an
          assessment of the customer’s operational cash flow as well as an analysis of the customer’s investment and
          financing decisions. Commercial credit decisions are based secondarily on collateral value. Prior to 1996, lending
          decisions were based primarily on collateral values. In the case of its corporate customers, the Bank’s total
          exposure to each 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

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          division of the Bank and reviewed by the appropriate approving body described above. Large corporate loans and
          loans for investment programmes 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 addition, McKinsey & Co. reviewed the Bank’s new credit
          manual. The first phase of McKinsey & Co.’s review, which relates to investigation and assessment of the Bank’s
          current credit policies, was completed in April 1998. McKinsey & Co.’s recommendations to the Bank included a
          segmentation of the credit market, with appropriate lending procedures according to the type of client,
          centralization of credit procedures, removal of lending authority from branches, credit training for the Bank’s
          personnel (including distribution of a credit skills manual) and new collection procedures for small businesses.
                As a result, the Bank launched two separate initiatives in May 1998 with the help of McKinsey & Co. The
          new credit procedures are being implemented in order to better meet the criteria adopted under the new credit
          manual which formalizes credit approval policies throughout the Bank. The Bank estimates that it has
          approximately 65,000 small business clients (businesses with less than GRD 800 million in turnover). In order to
          standardize lending criteria and to free the resources of branch managers, the persons at the Bank who
          traditionally extended small corporate credit, the Bank has created small business credit centers in Athens,
          Thessaloniki and Patras. These small business credit centers, staffed by credit underwriters using a decision
          support model to assist in their credit decisions, are responsible for reviewing and making credit determinations
          on applications forwarded by branch managers. The benefits of this structure as demonstrated during the pilot
          program, are faster and more objective credit application determinations while freeing up branch managers to
          develop relationships with clients and expand the Bank’s market share. The Athens, Thessaloniki, and Patras
          credit centers will eventually handle all small business credit applications in Greece. Currently, approximately
          90% of the Bank’s credit authority branches are covered by the small business credit centers, and 100% coverage
          is expected to be achieved by mid-2000. In addition, the Bank is also implementing separate business banking
          centers to handle credit applications from middle market clients (enterprises with turnover of between
          GRD 800 million and GRD 15 billion and for loans up to GRD 2.5 billion. These centers are staffed by a lending
          team, 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. The Bank has fully implemented this new lending process, and the business
          banking centers now cover 100% of the Bank’s middle market clients.
               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, employment and any pre-existing relationships with the Bank. The income of the applicant is
          not taken into account in determining whether to approve a credit card application since personal income tends to
          be under-reported in Greece. The Bank uses the applicant’s reported income, however, in determining the credit
          limit.
                The Bank bases its lending decisions with respect to consumer loans on credit scoring programs provided by
          two software companies, Fair Issac and Experian. The Bank is currently in the process of implementing an
          advanced credit scoring program developed by Fair Issac that will replace the other programs. However, for all
          credit extension decisions, NBG’s total exposure to the customer is considered. Approval of personal loans and
          credit cards is now centralized. The Bank has recently introduced programs for pre-approval of consumer credit
          which currently account for 70% of the Bank’s activity in this area. Customers are entitled to pre-approval based
          on several criteria determined by credit scoring which the Bank implemented in 1998. The Bank has been active
          in 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. In 1999, the Bank
          introduced telemarketing directed primarily at consumers.
               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 GRD 10 million must be approved by a
          supervisor, and mortgage loan applications up to GRD 50 million must be approved by the relevant Deputy
          Manager. Mortgage loan applications up to GRD 150 million are approved by the Division Manager, the relevant

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          Deputy Manager, and the department supervisor, following a proposal from the section head. Mortgage loan
          applications in excess of GRD 150 million are approved by the Business Council of the Bank.
               The income of the borrower is now the primary criterion for approving mortgage loans. However, the Bank
          will also consider (in line with its previous practice), to a lesser extent, factors other than income and collateral
          value in making credit decisions, including whether the applicant has significant deposits with the Bank and the
          extent of its assets including real estate.
               For mortgage loans for construction or home purchases, the Bank uses in-house or outside appraisers to
          estimate the value of collateral using certain objective and subjective factors. The appraisers may value collateral
          above the objective price of the collateral (designated by the Greek tax authorities) but not below. Mortgages
          generally are provided based upon the recommendation of the appraiser for up to 75% of the estimated value of
          the collateral. Approximately 38.4% of the Bank’s mortgage loan portfolio comprises Government subsidized
          loans.
               The Bank permits transfers of mortgages without any credit approval, provided that the transferee agrees to
          assume the mortgage obligations. The transferor also remains liable for payments on the mortgage in the event of
          a default by the transferee.
               In response to competitive pressure from other banks offering mortgage loans, the Bank secures nearly all
          mortgage loans amounts outstanding with pre-notation filings (prosimiosi) which are less expensive and easier to
          record than mortgages. Prosimiosi may be converted into full mortgages upon receiving a final judgment from the
          relevant court in the event of a default. The Bank and, prior to the merger, NMB have been using these pre-
          notation filings since 1991.
               Collateral is taken in connection with most of the Bank’s loans and the value of the collateral taken by the
          Bank exceeds 60% 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 a real property, this evaluation is normally based
          on the appraisal of the Bank’s Technical Department. Listed securities are valued by reference to market value
          and liquidity. In unusual cases, where 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.
              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 mortgage loans made by Atlantic Bank is
          done centrally. Consumer and mortgage loans of up to U.S.$1 million are approved by the consumer business
          division with all mortgage loans screened by a mortgage underwriter. Loan approval authority for commercial
          loans up to U.S.$1.5 million is distributed among four commercial credit divisions. All loans in excess of
          U.S.$1.5 million, but less than U.S.$7.5 million must be approved by the Atlantic Bank Credit Committee. Loans
          in excess of U.S.$7.5 million must be approved by the board of directors of Atlantic Bank.
               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 ability to repay (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.
               ETEVA. Applications for loans granted by ETEVA to corporate customers are approved at two levels
          depending on the size of the loan and/or ETEVA’s total existing exposure to the customer and any companies
          within the same group. Loans, or increases in total group exposure, up to GRD 1 billion are approved by a senior

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          lending committee, consisting of the Managing Director of ETEVA and the two general managers. Applications
          for loans, or increases in total group exposure, in excess of GRD 1 billion must be approved by the Executive
          Committee, consisting of ETEVA’s Managing Director and two senior managers of the Bank. The loan proposals
          are signed by the manager and the lending officer of the relevant corporate finance department, and are co-signed
          by the General Manager supervising the Department.
               Long-term loans for investment programs are evaluated by means of feasibility studies carried out by the
          relevant corporate finance department. Collateral in this case usually consists of mortgages or pre-notices on real
          property. The evaluation of the latter is normally based on an appraisal by ETEVA’s Technical Department.
               Lending decisions on working capital loans are based primarily on the borrower’s cash flow and assessed
          repayment ability and secondarily on collateral values. Before credit is extended, a credit report for the borrower
          is prepared by the relevant corporate finance department of ETEVA which analyses the borrower’s history, the
          conditions of the industry it operates in, ETEVA’s aggregate credit volumes in relation to operations, capital
          structure, profitability, management quality and ETEVA’s total exposure to the customer. Collateral requirements
          are established based on this analysis and usually amount to 60-70% of the credit. Such collateral generally
          consists of cheques, promissory notes and marketable securities.

          Risk Management — Credit Review Policies
               Currently the credit review process is conducted separately by the Bank and each of its subsidiaries. The
          Group has commenced the implementation of systematic controls and monitoring of credit risk and market risks.
          The Group has recently formed a Group Risk Management Council to establish 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 banks in the Group described below are coordinated by
          the Group’s Risk Management Division.
                The Bank. The credit review process for the Bank is managed centrally by the Risk Management Unit
          which works closely with the branches responsible for the relevant loans. Under the Bank’s risk rating system,
          corporate borrowers are grouped into eight risk factors. Low risk borrowers are often offered more favorable
          terms, while loans to high risk borrowers generally require third party guarantees and extra collateral. Risk
          categories are assigned to borrowers based primarily upon the following criteria: (i) the viability of the business;
          (ii) the progress of the borrower’s activities and its financial results; and (iii) the financial structure of the
          borrower based on qualitative indicators such as the borrower’s equity/debt ratio, liquidity, inventory turnover and
          accounts receivable. In addition, the Bank considers the borrower’s position in its industry sector and the quality
          of management.
                The Bank’s credit exposure to each borrower is subject to a detailed review at least twice annually, with all
          facilities outstanding to that borrower reviewed at the same time. In certain cases, because of credit considera-
          tions 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 or if there are indications of
          problems in the business of the borrower. 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, more frequent
          reviews are generally undertaken. Such 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 local or industry trends and other external influences. These matters
          are considered in relation to the size, structure and maturity of the Bank’s exposure, together 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
          steps to limit its exposure to the borrower and down grades all loans extended to such borrower. For example, as
          most corporate borrowings reprice or are subject to renewal on a semi-annual basis, the Bank can increase its
          collateral level, reset the interest at a higher rate or decrease the credit limit at the time of repricing or renewal. In
          addition, the branch credit officer responsible for the customer will intensify the monitoring of such customers.
          When the review process results in a customer being classified in a high risk category, either the loans to the
          customers will be restructured or future lendings and renewals of existing loans will be rejected. The Bank
          complies with EU legislation concerning loan and equity exposures to single clients. With respect to the risk

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          rating categorization, a coefficient analysis is performed on commercial loans with balances below GRD
          100 million 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. We note that for
          those borrowers with credit risk ratings in categories four through eight, a credit rating review will take place
          twice in the same year, whereas for borrowers in categories one through three, only once a year is considered
          sufficient.
               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, as are reviews of all the NBG Group’s major exposures.
          The Bank also maintains an internal watchlist of commercial loans whose principal and interest have not been
          paid for one month, but which have not yet been classified as non-performing loans. Credit officers in the Bank’s
          branches are responsible for reporting all such loans to the Corporate Customer Financial Restructuring Division,
          which was formed in 1996. Branch credit officers responsible for customers on this watchlist must take action to
          prevent the relevant loans from becoming non-performing loans and must report monthly on their progress to the
          Corporate Customer Financial Restructuring Division.
              With respect to mortgage loans, the branch office where a loan originated is primarily responsible for the
          monitoring of the loan.
               Atlantic Bank of New York. All outstanding business loans in excess of U.S.$1.5 million are reviewed
          annually by the Atlantic Bank Credit Committee and all other loans are reviewed by the credit division
          responsible for approving the loan on an annual basis. In addition, Atlantic Bank’s Loan Review Unit carries out
          a separate review of loans representing two-thirds of the loan portfolio on an annual basis. The Loan Review Unit
          focuses its review on the largest and most recently granted loans and a random sample of other loans. Interim
          reviews are undertaken when the Loan Review Unit deems such a review necessary. Atlantic Bank employs a ten
          point risk rating system. All loans determined to be at risk are reviewed at least quarterly.
               ETEVA. Long-term loans are reviewed when a change in circumstances warrants a follow-up, such as a
          general market sector change, while short-term loans are reviewed once a year. Reports related to the status of
          loans are submitted regularly by the Bank’s Audit Department to the Bank’s Audit Committee, which is
          responsible for reviewing general categories of risk and implementing risk guidelines. Once a year, the Audit
          Committee presents a report on the quality of the Bank’s credit portfolio to the Board of Directors.

          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 these estimation processes and are currently being updated and improved to ensure
          consistently applied methodology.
              In general, the allowance incorporates the measurement methods, income recognition and disclosures
          concerning impaired loans 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 problem loans identified among large loans
                  in excess of GRD 100 million that we have extended to our commercial customers. 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.

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               )   Coefficient analysis. A coefficient analysis is performed on commercial loans with balances below
                   GRD 100 million 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.

               )   Homogeneous analysis. Our consumer loan portfolio is pooled by portfolio segments (residential
                   mortgages, installment loans, credit cards, etc.) and the losses inherent in the portfolio segments are
                   estimated and recorded as loan loss allowances based primarily on historical loss rates applied to current
                   delinquency data.

               )   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. Amounts which acknowledge the existence of flaws inherent in any estimative
                   process are also recorded for losses in the portfolio that are estimable based on historical data, but for
                   which specific loans or portfolio segments have not been identified. 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 regulatory development; 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 ‘‘— Credit
          Quality — Risk Management — Credit Review Policies’’ in this Item 4.E.




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               The following table sets forth the loan loss allowances for U.S. GAAP purposes by methodology for the last
          three years to which the methodology was applied to respective loan balances.
                                                                                                                    At December 31,
                                                                                                          1997           1998           1999
                                                                                                                   (GRD in millions)
          Specific allowances ********************************************* 140,911                                      115,538        106,758
          Coefficient analysis *********************************************   55,581                                     57,074         47,536
          Homogeneous analysis*******************************************     48,647                                     51,698         53,483
          Foreign loans **************************************************    28,287                                     29,366         38,966
          Unallocated****************************************************     25,850                                     29,107         25,178
          Total loan loss allowance **************************************** 299,276                                    282,783        271,921

               The following table illustrates the activity in the loan loss allowance balance over the previous five years:
                                                                                            Year ended December 31,
                                                                      1995              1996         1997          1998                 1999
                                                                                               (GRD in millions)
          Balance at beginning of year ****************            308,948           373,394           336,412          299,276        282,783
          Add: Provisions for probable loan losses *******          68,398            33,965            33,774           43,965         22,108
          Less: Write-offs ***************************              (4,698)          (74,053)          (75,802)         (61,423)       (37,890)
          Recoveries(1) ******************************                 594               766             1,336            1,088          1,780
          Net write-offs *****************************              (4,104)          (73,287)          (74,466)         (60,335)       (36,110)
          Exchange differences and other variations ******             152             2,340             3,556             (123)         3,140
          Balance at end of year**********************             373,394           336,412           299,276          282,783        271,921

          (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.
               During the periods presented, most notably between 1995 and 1996, the Group has generally been able to
          reduce its loan loss allowance to reflect the improved quality of its loan portfolio. In 1995, the Group was
          required to provide for loans identified to be of poor quality that were (1) extended in the past, due to government
          influence, to companies considered to be important to the Greek national economy or (2) not adequately
          monitored. Between 1996 and 1999, provisions were reduced as loan quality improved and other loans of lower
          credit quality from prior periods were written-off.
               Key ratios related to the activity in our loan loss allowance for the previous three years to which our loan
          loss methodology was applied are as follows:
                                                                                                                       At December 31,
                                                                                                                1997       1998        1999

          Allowance for loan losses as a percent of total loans**********************                            8.2%       7.0%           5.5%
          Provision for probable loan losses as a percent of net loans written-off*******                       45.4%      72.9%          61.2%
          Recoveries of loans to loans written-off in the previous year ***************                          1.8%       1.4%           2.9%
          Net loans written-off to average loans outstanding ************************                            2.1%       1.5%           0.8%
          Allowance for loan losses as a percent of non-accrual loans****************                           62.1%      61.5%          63.0%

                The general decline in our allowance for loan losses as a percent of total loans reflects the improvement of
          the overall credit quality of our loan portfolio. The provisions for probable loan losses as a percent of net loans
          written-off decreased in 1999 due to a lower level of provisions taken in 1999 related to the improved credit
          quality of our loan portfolio. Net loans written-off to average loans outstanding has declined due to lower write-
          offs in 1998 coupled with portfolio growth during the same year. The allowance for loan losses as a percent of
          non-accrual loans remained at the same level as in 1998.

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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 two years ended December 31, 1998 and 1999.
                                                                                                                         At December 31,
                                                                                                                       1998          1999
                                                                                                                        (GRD in millions)
          Domestic loans:
          Non-performing past due and restructured loans:
          Accruing loans:
            Past due 90 days — 180 days *********************************************     13,614                                   13,190
            Past due 180 days — 365 days ********************************************     23,753                                   25,890
          Total accruing loans *******************************************************    37,367                                   39,080
          Non-accruing loans:
            Past due 90 days — 180 days *********************************************      5,616                                    7,141
            Past due 180 days — 365 days ********************************************     30,902                                   16,360
            Past due 365 days or more************************************************ 391,614                                     361,853
          Total non-accruing loans *************************************************** 428,132                                    385,354
          Troubled debt restructuring *************************************************   33,859                                   28,899
          Total domestic loans ******************************************************* 499,358                                    453,333
          Foreign loans:
          Non-performing, past due and restructured loans:
          Accruing loans:
            Past due 90 days — 180 days *********************************************      2,467                                          —
            Past due 180 days — 365 days ********************************************         —                                           —
          Total accruing loans *******************************************************     2,467                                          —
          Non-accruing loans:
            Past due 90 days — 180 days *********************************************      1,615                                   13,834
            Past due 180 days — 365 days ********************************************      3,786                                    9,291
            Past due 365 days or more************************************************     26,239                                   23,303
          Total non-accruing loans ***************************************************    31,640                                   46,428
          Troubled debt restructuring *************************************************       —                                     6,233
          Other *******************************************************************        1,246                                       —
          Total foreign loans ********************************************************    35,353                                   52,661
          Total domestic and foreign loans ********************************************* 534,711                                  505,994


               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, 1995, 1996, 1997, 1998 and 1999.
                                                                                               At December 31,
                                                                1995              1996              1997            1998           1999
                                                                                              (GRD in millions)
          Group customer loans (gross amount)****           2,988,865         3,356,784          3,653,826        4,016,494     4,909,376
          Domestic loans:
            Non-performing loans***************               498,426            450,041           445,439         428,132        385,354
          Foreign loans:
            Non-performing loans***************                42,838             42,236            36,751          31,640         46,428
          Total non-performing loans ************             541,264            492,277           482,190         459,772        431,782

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               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 existing Greek law, a non-performing loan is one where interest and/or principal has not been paid for
          twelve months (regardless of the existence or value of collateral). However, the Bank has shortened the time
          period to 180 days and treats loans as non-performing at such time. In certain cases the Bank waits for the full
          twelve months to expire if the collateral held with respect to a loan exceeds the amount outstanding, or there are
          other indications that repayment is likely. The Bank ceases to accrue interest when a loan is determined to be
          non-performing. Pursuant to the provisions of Law 2789/2000, the Bank issued a circular on April 14, 2000
          capping the balance of non-performing loans. The cap is set by adding the amount due on the date the loan
          originally qualified as non-performing plus a monetary penalty. The penalty is calculated as a multiple of the
          original amount due which varies depending on when the loan was first classified as non-performing
          (i.e., April 15, 1998, December 31, 1990 or December 31, 1985). Any interest that may have been recorded on off
          balance sheet accounts exceeding the above cap will be written off. If the amount of such interest is not sufficient,
          the Bank must write off the difference against the interest accrued in the Profit and Loss column.
                The total value of non-performing loans (i.e., non-accruing loans) for the Group was GRD 432 billion at
          December 31, 1999. This corresponds to 8.8% of the Group’s loans outstanding at the same date. Of the Group’s
          non-performing loans, GRD 408 billion were held by the Bank. This amount represented 9.8% of the Bank’s
          portfolio.
                ETEVA considers loans to be non-performing and ceases to accrue interest on such loans where interest or
          principal has not been paid for twelve months, in accordance with Greek regulations. Atlantic Bank considers
          loans to be non-performing and ceases to accrue interest on such loans when interest or principal has not been
          paid for 90 days. ETEVA’s non-performing loans at December 31, 1999 totalled GRD 5.4 billion or 2.9% of its
          loans outstanding at such date. Atlantic Bank’s non-performing loans at December 31, 1999 totalled GRD 6.1
          billion or 2.3% of its loans outstanding at such date.
              For the year ended December 31, 1999 the Group should have recorded GRD 57.4 billion of gross interest
          income had the non-performing loans been current instead of GRD 8.8 billion that was actually recorded.
               The Group’s level of non-performing loans (approximately 8.8% of the total loan portfolio at December 31,
          1999) is significantly higher than most other banks in the EU. The high level of non-performing loans in the
          Group’s portfolio has resulted from several factors. Key factors that have contributed to the level of non-
          performing loans were the recession in the Greek economy, which affected many borrowers in the 1990s, and
          past Government influence over lending policies, including Government regulations requiring lending to specific
          sectors of the economy and Government policies that required the Bank to extend loans to troubled companies
          considered to be important to the Greek national interest. Other contributing factors were that the methods for
          approving loans and monitoring troubled loans in the past, in general, depended heavily on collateral and did not
          focus on the cash flow of the borrower, leading to relatively high levels of payment defaults. In addition, there
          were inadequate procedures for monitoring troubled loans.
               Furthermore, non-performing loans have tended to remain on the Group’s balance sheets significantly longer
          than would be the case with banks in other Western European countries and the United States due to Greek
          regulations limiting the ability of Greek banks to make provisions for and to write-off non-performing loans. See
          the subsection entitled ‘‘Provisions for Probable Loan Losses and Write-offs for 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 and ETEVA generally initiate 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.
               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-

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          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 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.

               Provisions for Probable Loan Losses and Write-offs of Non-Performing Loans. Approximately 94.5% of
          the Group’s non-performing loans as of December 31, 1999 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. They review the prospects
          of recovery and the estimated losses. The Bank establishes provisions for these loans, reserve levels and
          write-offs. 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 Greek State. Specific provisions for other loan losses are also permitted under relevant Greek
          tax law. Until recently, however, substantial tax penalties would apply where loans which have been specifically
          provided for are not written off within three years of the specific provision. In 1997, these rules were modified to
          extend the time limit to eight years with the modified time limit applied retroactively to specific provisions made
          from 1992 onward. 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, no specific provisions for non-performing loans were made and very limited amounts of write-
          offs of non-performing loans were made by the NBG Group until recent years. As part of the NBG Group’s
          strategy to improve the quality of its loan portfolio, the NBG Group has improved its methods of providing for
          losses inherent in its loan portfolio and increased its write-offs for non-performing loans.

              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. Going forward, provisioning levels will also be determined based on requirements
          imposed by the Bank of Greece, as described below.

               During 1997, 1998 and 1999 the Group wrote off GRD 75,802 million, GRD 61,423 million and 37,890
          million, respectively, in non-performing loans (and, with respect to 1997 only, certain other claims) and made
          new provisions of GRD 33,774 million, GRD 43,965 million and GRD 22,108 million, respectively, with respect
          to non-performing loans. The Bank has also increased the level of legal action in relation to defaults and
          centralized the collection operations.

              The central bank has recently introduced new regulations governing how and when banks in Greece must
          make provisions for non-performing loans. These new regulations, which came into effect in the fourth quarter of
          1999, 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.

               The Group complies with these new regulations and the guidelines set forth therein, and to the extent these
          new regulations do not require the Group to fully provide for any non-performing loans (as defined under the
          Bank’s policies), the Group intends to continue its current policy of fully providing for such loans. See ‘‘Non-
          Performing Loans, Loan Loss Provisions, and Loan Loss Experience — Non-Performing, Delinquent and
          Restructured Loans,’’ above, in this Item 4.E.




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              The table below shows allowances for loan losses for the Group by loan category for each of the years ended
          December 31, 1997, 1998 and 1999.
                                                                   1997                            1998                               1999
                                                             Amount               %(1)       Amount                   %(1)      Amount           %(1)
                                                          (GRD in millions)               (GRD in millions)                  (GRD in millions)
          Greek residents
          Consumer
          Residential mortgages ********************            27,543            23.1            28,861              23.0         30,206        21.4
          Credit card *****************************             12,388             2.3            13,405               2.5         13,792         2.6
          Auto financing **************************                  —              0.0                —                0.1             —          0.1
          Other consumers ************************               8,716             2.3             9,565               2.1          9,873         2.7
          Total **********************************              48,647            27.7            51,831              27.7         53,871        26.8
          Commercial
          Industry and mining**********************             80,146            20.7            48,200              19.0         39,367        15.0
          Small-scale industry**********************            19,816             6.4            21,042               5.7         19,898         4.6
          Trade**********************************               16,368            11.7            22,511              13.1         19,686        14.4
          Construction ****************************              2,102             1.0             2,603               1.1          3,856         0.7
          Tourism********************************               38,857             3.3            39,921               2.5         26,375         1.6
          Shipping and transportation****************           32,542             3.2            33,099               4.0         24,390         4.0
          Commercial mortgages *******************                  —              0.8                —                1.2          8,375         1.0
          Public sector****************************                 —             10.4                —               12.6          7,813        14.1
          Other**********************************                6,661             2.0             5,103               1.3          4,144         2.3
          Total **********************************            196,492             59.5          172,479               60.5       153,904         57.7
          Total Greek residents loans ****************        245,139             87.2          224,310               88.2       207,775         84.5
          Foreign
          Consumer
          Residential mortgages ********************               256             1.4               289               1.1            208         1.1
          Credit card *****************************                 28             0.0                42               0.0             49         0.0
          Auto financing **************************                 171             0.1               254               0.1            318         0.1
          Other consumers ************************                 743             0.7             1,011               0.8          3,535         1.1
          Total **********************************               1,198             2.2             1,596               2.0          4,110         2.3
          Commercial
          Industry and mining**********************              3,014             3.0             3,335               2.6          6,116         3.8
          Small-scale industry**********************               219             0.1               136               0.1            667         0.1
          Trade**********************************                3,363             1.5             3,553               1.7          2,737         1.9
          Construction ****************************                 —              0.0                —                0.0            780         0.5
          Tourism********************************                  348             0.3               399               0.3            854         0.3
          Shipping and transportation****************           15,425             1.9            14,982               1.6         16,683         1.8
          Commercial mortgages *******************               1,424             2.3             1,586               2.2            756         3.1
          Public sector****************************                 —              0.3                —                0.2             —          0.3
          Other**********************************                3,296             1.2             3,779               1.1          6,265         1.4
          Total **********************************              27,089            10.6            27,770               9.8         34,858        13.2
          Total foreign loans***********************            28,287            12.8            29,366              11.8         38,968        15.5
          Unallocated ****************************              25,850             —              29,107               —           25,178          —
          Total Allowance For Loan Losses **********          299,276             100           282,783               100        271,921          100

          (1) The percentages represent the balance of loans in the respective category as a percent of the total loan
              balance.




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               Total allowances for loan losses attributable to Greek residents decreased 7.4% from GRD 224,310 million
          in 1998 to GRD 207,775 million in 1999 due primarily to large write-offs in that period.

              An analysis of the Group’s write-offs and recoveries for non-performing loans for December 31, 1995, 1996,
          1997, 1998 and 1999 is presented in the following table:
                                                                                           Year ended December 31,
                                                           % of                   % of                % of                   % of                 % of
                                                            total                  total               total                  total                total
                                                   1995    loans       1996       loans       1997    loans    1998          loans      1999      loans
                                                                                              (GRD in millions)
          Write-offs
          Greek Residents:
          Commercial and industrial ********        855    0.02       68,311      2.04       71,417      1.95     57,094     1.42       34,718       0.71
          Real estate — construction********         —       —            —         —           700      0.02        760     0.02          551       0.01
          Real estate — mortgage **********          —       —            —         —           556      0.02         —        —            —          —
          Installment loans to individuals ****      —       —            60      0.00           96      0.00        952     0.02            1       0.00
          Total write-offs for loans to Greek
            residents*********************          855    0.02       68,371      2.04       72,769      1.99     58,806     1.46       35,270       0.72
          Foreign:
          Commercial and industrial ********       3,350   0.12        4,655      0.15        2,202      0.06       2,278    0.06        2,171       0.04
          Real estate — mortgage **********          493   0.01          806      0.02          663      0.02         270    0.01           49       0.00
          Installment loans to individuals ****       —      —           221      0.00          168      0.00          69    0.00          400       0.01
          Total write-offs for foreign loans ***   3,843   0.13        5,682      0.17        3,033      0.08       2,617    0.07        2,620       0.05
          Total write-offs *****************       4,698   0.15       74,053      2.21       75,802      2.07     61,423     1.53       37,890       0.77
          Recoveries
          Greek Residents:
          Real estate — mortgage **********        (205)   0.01          (235)    0.00         (213)     0.01          —       —           —           —
          Governments and official institutions       —       —             —        —            —         —         (125)   0.00          —           —
          Total recovery on loans to Greek
            residents*********************         (205)   0.01          (235)    0.00         (213)     0.01        (125)   0.00          —           —
          Foreign:
          Commercial and industrial ********       (284)   0.01          (501)    0.02         (750)     0.02        (484)   0.01       (1,441)      0.03
          Real estate — mortgage **********         (53)   0.00           (17)    0.00         (307)     0.01        (134)   0.00         (214)      0.00
          Installment loans to individuals ****     (52)   0.00           (13)    0.00          (66)     0.00        (345)   0.01         (125)      0.00
          Total recovery on foreign loans ****     (389)   0.01          (531)    0.02       (1,123)     0.03        (963)   0.02       (1,780)      0.03
          Total recoveries *****************       (594)   0.02          (766)    0.02       (1,336)     0.04      (1,088)   0.02       (1,780)      0.03


          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 contingent liabilities for guarantees and letters of credit which amounted to
          GRD 659,372 million and GRD 723,487 million as at December 31, 1998 and 1999, respectively, comprised
          mainly of commitments with respect to guarantees and irrevocable letters of credit granted. In addition, there are
          interest rate swaps (notional principal amount at December 31, 1999 of GRD 308,769 million), futures and
          forwards (notional amount at December 31, 1999 of GRD 889,453 million) foreign exchange swaps (notional
          principal amount at December 31, 1999 of GRD 3,257,012 million) and options (notional principal amount at
          December 31, 1999 of GRD 170,638 million). These commitments and contingent liabilities involve, to varying
          degrees, elements of credit and market risk in excess of the amount recognized in the consolidated balance sheet
          of the Group.

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          Liabilities

          Deposits

              The following table shows details of the Group’s average deposits and average interest rates thereon, for the
          Group’s domestic and foreign operations, for each of the three years ended December 31, 1997, 1998 and 1999:
                                                                                          Year ended December 31,
                                                                            1997                    1998                      1999
                                                                     Average     Average     Average      Average      Average     Average
                                                                     balance     rate (%)    balance      rate (%)     balance     rate (%)
                                                                                     (GRD in millions, except percentages)
          Domestic Operations:
          Deposits by Greek residents:
            Noninterest bearing demand deposits **************           3,382          —              3,143           —           1,270      —
            Interest bearing demand deposits *****************         804,528        3.10           829,674         2.91        806,259    3.83
            Savings(1) ************************************          4,901,963        8.80         5,178,477         8.47      4,858,828    8.78
            Time deposits*********************************           3,255,030        5.93         4,062,287         4.46      4,103,820    5.19
            Interbank ************************************             328,186        3.06           188,727         2.37        669,117    8.32
            Other****************************************                   —           —                 27         3.49             96    2.66
          Non-Greek residents or foreigners:
            Noninterest bearing demand deposits **************          53,630          —             62,938           —         11,629
            Interest bearing demand deposits *****************         148,218        1.09           220,886         0.77       109,048     1.11
            Savings(1) ************************************            115,772        1.51           125,948         1.15       138,021     2.70
            Time deposits*********************************             264,213        2.97           299,967         2.85       475,313     4.47
            Interbank ************************************             406,733        6.77           197,454         6.04       897,450     7.52
            Other****************************************                2,335        8.28             3,398         7.47         5,806     6.11
          Deposits in foreign banking offices:
            Banks located in foreign countries ****************           333           —                 77           —           6,252    0.42
            Foreign governments and official institutions *******           —            —                 —            —              —       —
            Other foreign demand deposits *******************             435         1.74                —            —              —       —
            Other foreign time and savings deposits ***********         2,261         3.74                —            —              —       —
          Total deposits **********************************        10,287,019         6.79        11,173,003         6.01     12,082,909    6.79

          (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, 1999. 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, 1999.
                                                                                                                               Year ended
                                                                                                                            December 31, 1999
                                                                                                                            (GRD in millions)
               Time certificates of deposit in amounts U.S.$100,000 or more:
                 3 months or less ****************************************************                                            79,732
                 Over 3 through 6 months*********************************************                                              3,314
                 Over 6 through 12 months********************************************                                             25,242
                 Over 12 months ****************************************************                                               4,910
               Other time deposits of U.S.$100,000 or more by time remaining until
                 maturity:
                 3 months or less ****************************************************                                         2,376,683
                 Over 3 through 6 months*********************************************                                            135,949
                 Over 6 through 12 months********************************************                                            190,533
                 Over 12 months ****************************************************                                               1,058
               Total time certificates of deposit and other deposits in amount of
                 U.S.$100,000 or more ***********************************************                                          2,817,421

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          Short-term Borrowings
              The table below shows outstanding amounts of short-term bonds issued by the Bank for each of the years
          ended December 31, 1997, 1998 and 1999.
                                                                                                              Year ended December 31,
                                                                                                          1997          1998            1999
                                                                                                         (GRD in millions, except percentages)
          End of period ************************************************** 103,803                                       108,543      39,292
          Maximum month-end amount during the period ********************** 103,803                                      128,643     105,750
          Average amount ************************************************    90,101                                      106,065      76,489
          Average interest rate ********************************************   12.2%                                        11.6%       11.0%

          Insurance Operations
               Our insurance subsidiary, Ethniki Hellenic General Insurance Company, carries out all insurance operations
          of the Group. EH, which under Greek GAAP is not required to consolidate its financial statements with those of
          the Group, prepares and publishes its financial statements in accordance with local statutory insurance regulations
          and Greek GAAP.
               EH in its present form has emerged following the consolidation of the Group’s four wholly-owned insurance
          subsidiaries in 1997. Amounts presented for 1995 relate to EH only, which was the largest insurance company of
          the Group. The 1996, 1997, 1998 and 1999 amounts relate to the insurance operations of the consolidated
          insurance subsidiaries.
               The Group, through EH, provides property and casualty insurance to several industries, as well as life
          insurance for individuals and groups as indicated by the following table.

                                                   Total Insurance Premiums by Sector
                                                                                                      Year ended December 31,
                                                                                       1995        1996       1997      1998            1999
                                                                                                               (in %)
          Fire ***********************************************                           9.6       12.0            9.7       9.2          7.6
          Motor vehicle ***************************************                         38.2       42.1           43.7      40.6         36.2
          Goods Transport*************************************                           2.2        1.3            1.2       1.0          0.9
          Air and sea carriers **********************************                        0.8        3.5            3.5       2.2          1.8
          Other**********************************************                            1.4        1.6            1.1       1.3          1.4
          Total property and casualty ****************************                      52.2       60.5           59.2      54.3         47.9
          Life — Individual policies ****************************                        n/a       29.1           32.2      36.6         37.9
          Life — Group policies *******************************                          n/a       10.4            8.6       9.1         14.2
          Total Life ******************************************                         47.8       39.5           40.8      45.7         52.1
          Total **********************************************                         100.0      100.0          100.0     100.0        100.0

          Note: n/a means that the life sector analysis is not available for periods prior to 1996.
               The mix of business has not changed significantly over the last five years. Motor vehicle policies constituted
          a higher percentage of the total property and casualty business than any other policy type. In addition, there has
          been an increase in the life business, which is primarily individual policies written, due to the success of our unit
          linked products.




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               Geographically, our insurance policies are written all over Greece as demonstrated below:

                                         Geographic Distribution of Net Insurance Premiums
          Region
                                                                                                                Year ended December 31,
                                                                                                    1996            1997        1998      1999
                                                                                                                         (in %)
          Greater Athens area ****************************************                              68.2            67.7       67.7        65.4
          Thessaloniki **********************************************                                5.9             5.1        5.1         5.4
          Peloponesse and Western Greece******************************                               9.0             7.0        7.0         6.5
          Eastern Greece (excluding Athens area) ************************                            2.8             2.6        2.7         2.5
          Ipiros and the Ionian islands *********************************                            2.7             2.3        2.3         2.1
          Crete ****************************************************                                 2.7             3.9        3.7         3.6
          Aegean islands ********************************************                                2.5             1.3        1.6         1.9
          Western Macedonia (excluding Thessaloniki) ********************                            2.0             3.8        3.7         3.8
          Thessalia *************************************************                                1.6             3.5        3.1         4.0
          Eastern Macedonia *****************************************                                1.5             1.7        2.0         3.2
          Thrace ***************************************************                                 1.1             1.1        1.1         1.6
          Total*****************************************************                               100.0           100.0      100.0       100.0

              The Greater Athens area is the region where most insurance operations are concentrated, with Peloponesse
          and Thessaloniki being the two other main areas. The current trend is expected to continue in the future, as
          Athens has been established as the main business area for the insurance sector.

          Payment patterns
               Premiums are collected on an average period of three months, with the exception of clients with significant
          premiums who are given one extra month’s credit. Every effort is made to receive premiums on a timely basis. In
          cases where premiums are not received within the pre-agreed time limit of three to four months, the policy is
          cancelled, hence minimizing credit risk exposure. Prior to the Merger, one of the companies within the Group
          offered credit of up to eight months. However, following the Merger, the longest period that credit is extended is
          four months.

          Risks
               The principal risks related to the insurance business of the Group are (1) the quality of business underwritten
          and retained, and (2) insufficient diversification of the investment portfolio in which premia are invested and from
          which claims are paid.
               Carefully considering and accepting new business as well as maintaining a conservative reinsurance policy
          monitors the quality of business underwritten and retained. The investment portfolio is monitored to ensure that it
          is well diversified with holdings of equity shares and Greek Government bonds.
               The liability related to insurance reserves is shown on the face of the balance sheet under the heading
          ‘‘Insurance reserves’’ and amounts to GRD 297,560 million and GRD 348,414 million in 1998 and 1999,
          respectively. Reinsurance operations and other insurance related costs are included in the balance sheet under
          ‘‘Accounts payable, accrued expenses and other liabilities.’’

          Property-casualty reserves
               EH has consistently made a provision for loss reserves by estimating potential liability on a claim-by-claim
          basis. The subjective nature of the estimating process leads to occasions where the amounts paid exceed the
          amounts provided for. This problem is exacerbated by the fact that in the motor vehicles business, major claims
          are often decided by court cases, which may grant claimants significant compensation. In addition, in the early
          1990’s there were numerous lawyer strikes, which led to the postponement of court cases for many years. When

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          these were finally settled, large interest charges were levied at the penalty interest rate, which was considerably
          higher than normal rates.
              The loss reserve development for the years ended December 31, 1993, 1994, 1995, 1996, 1997, 1998 and
          1999 is presented in the following table:
                                                                                   Loss reserve development(1)
                                                                                          December 31,
                                                    1993         1994           1995         1996          1997             1998         1999
                                                                               (GRD in millions, except percentages)
          Gross reserve for unpaid claims
            and claims expense *********           52,662      60,702           79,967         91,872        123,649       135,753      153,525
          Paid (cumulative) as of:
          One year later ***************            8,090      15,979           16,605         22,579          30,677       30,179
          Two years later***************           20,601      26,664           28,850         39,910          49,320
          Three years later *************          27,555      34,277           39,387         51,745
          Four years later **************          32,421      40,342           46,082
          Five years later***************          36,320      44,130
          Six years later ***************          39,580
          Reserve reestimated as of:
          End of year *****************            52,662      60,702           79,967        91,872         123,649       135,753      153,525
          One year later ***************           55,825      68,109           90,155        97,277         126,705       131,516
          Two years later***************           63,306      76,780           97,709       114,314         120,534
          Three years later *************          70,716      81,202          107,887       106,381
          Four years later **************          74,620      87,478           91,764
          Five years later***************          78,574      84,226
          Six years later ***************          77,133
          Initial reserve less than
            reestimated reserve:
          Amount*********************              24,471  23,524               11,797         14,509          (3,115)      (4,237)            0
          Percent *********************              46.5%   38.8%                14.8%          15.8%            (2.5%)       (3.1%)        0.0%

          (1) The loss reserve development for years prior to 1993 is not available.
                                                                                                                Year ended December 31,
                                                                                                            1997          1998            1999
                                                                                                           (GRD in millions, except percentages)
          Reserve for unpaid claims and claim adjustment expenses as at January 1,                          91,872      123,649         135,753
          Incurred claims and claim adjustment expenses:
            Provision for insured events of the current year ********************                           68,005         58,721        95,967
            Change in provision for insured events of prior years ***************                            5,405          3,056       (23,726)
          Total incurred claims and claim adjustment expenses ******************                            73,410         61,777        72,241
          Payments
            Claims and claim adjustment expenses attributable to Insured events of
               the current year ********************************************                                19,695         21,796        28,415
            Claims and claim adjustment expenses attributable to Insured events of
               prior years ************************************************                                 22,579         30,677        30,179
          Total payments *************************************************                                  42,274         52,473        58,594
          Changes in unearned premium reserves *****************************                                   641          2,800         4,125
          Reserves for unpaid claims and claim adjustment expenses as at
            December 31, ************************************************                                 123,649       135,753         153,525
          As a percent of total equity at December 31, ************************                               192%           69%             26%


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               The reserves for property and casualty unpaid claims and claim expenses as a percent of total equity have
          fluctuated significantly during 1997, 1998 and 1999 due to the changes in net equity the Group experienced
          during those years. The reserves have grown consistently with the development of our insurance business.

          Reinsurance arrangements
               EH endeavors to maintain a balance between its level of ‘‘own retention’’ of insurance risk and the amount
          of reinsurance it purchases. EH’s own retention level is based on its capital at 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.

          Currency fluctuations
               The majority of EH’s assets and liabilities are in Greek drachmas. Therefore, changes in exchange rates do
          not significantly affect EH’s profitability.

          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 70.0% of
          our total revenues for the year ended December 31, 1999 were generated by the Bank, which is the largest
          financial institution in Greece. At December 31, 1999, the Bank accounted for approximately 85.5% 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
          reserve requirements applicable in the past. The Bank’s management currently expects that the proportion of
          Government bonds to total assets will decrease in the medium to long-term, as a result of an expected increase in
          the loan portfolio.
               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. In addition, the Government has eliminated foreign exchange restrictions on borrowings and
          deposits in recent years, allowing lending and deposit-taking in foreign currency by Greek banks. During the
          period under review in this discussion, interest rates have been generally declining.
               Strategic Focus. Since 1996, we have been implementing a strategy aimed at 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 trade, mortgage and consumer segments. We are also streamlining in order to
          improve efficiency, reduce costs, facilitate cross-selling among various divisions and increase fee-related
          activities. Our strategy also involves improving 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 increasing our
          fee-related activities, including underwriting, investment banking and asset management. See Item 4.B,
          ‘‘Business Overview — Strategy.’’

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               Non-Performing Loans. Our level of non-performing loans is approximately 8.8% of our total loan
          portfolio at December 31, 1999. 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 (unallocated) 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, 1997, 1998 and 1999
          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 improve the quality of our loan portfolio, we have improved the methods of
          providing for losses inherent in our loan portfolio and increased our write-offs for non-performing loans. As a
          result, we have provided for all existing non-performing loans, taking into account any collateral with respect to
          such loans. We have also provided for other probable losses inherent in the portfolio to the extent such losses are
          reasonably estimable. In 1997, we made provisions under U.S. GAAP of GRD 33,774 million and wrote off
          GRD 75,802 million of non-performing loans and certain other claims. In 1998, we made GRD 43,965 million of
          provisions under U.S. GAAP and wrote off GRD 61,423 million of non-performing loans. In 1999, we made
          provisions of GRD 22,108 million and wrote off approximately GRD 37,890 million of non-performing loans.
          The provisions made under U.S. GAAP in 1997, 1998 and 1999 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.
          Loans written-off during 1997, 1998 and 1999 exceed provisions made in the respective years due to delays in
          our ability to write-off non-performing loans from prior periods as discussed above.
               The central bank has introduced new regulations in 1999 governing how and when banks in Greece must
          make provisions for non-performing loans according to Greek GAAP. These new regulations came into effect in
          the fourth quarter of 1999, setting out benchmarks for the level of provisions against all loans, with the
          benchmark amounts based upon the type and quality of the loan, as well as the institutions’ experience with such
          loans. The Group complies with these new regulations and the guidelines set forth therein, and to the extent these
          new regulations do not require us to fully provide for any non-performing loans (as defined under the Bank’s
          policies), we intend to continue our current policy of providing for such loans.
               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

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          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 are disposing of our
          investments in non-core businesses. Additionally, we are required, under European Union legislation imple-
          mented in Greece, to dispose of certain non-core equity investments as soon as practicable and in any event by
          2001. The Bank and National Investment Bank of Industrial Development, also known as ‘‘ETEVA,’’ the Group’s
          investment banking arm, and Ethniki Kefalaiou, disposed of equity investments in non-core businesses realizing
          the amount of GRD 31.3 billion in 1997, GRD 38.2 billion in 1998 and GRD 105.0 billion in 1999. The Bank
          and its subsidiary, Ethniki Kefalaiou, disposed of real estate in the approximate amounts of GRD 9.7 billion in
          1997, GRD 10.4 billion in 1998 and GRD 23.0 billion in 1999. 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 Capital
          Adequacy under Capital Adequacy Directive II 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 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 and GRD 170.7 billion, respectively, aimed at improving our
          capital base. At December 31, 1999, the Bank and we had GRD 696,504 million and GRD 825,517 million,
          respectively, of Tier I capital and GRD 763,638 million and GRD 891,537 million, respectively, of total capital.
               Year 2000. Neither the Bank nor any other company within the Group has experienced to date any
          technological problems with its internal systems in relation to the Millennium Bug. We estimate that we spent
          approximately GRD 6.0 billion on external advice and purchases of equipment and software relating to a Year
          2000 compliance program which was developed in conjunction with IBM, and we devoted significant in-house
          resources prior to Year 2000 in developing and modifying software. The cost of upgrades or replacements to deal
          with the systems problems related to the Year 2000 was not material to our financial position or results of
          operations in 1999 due to measures already taken with respect to our core operating systems. Labor costs in
          connection with our Year 2000 compliance program were met through in-house personnel. The funds necessary
          for achieving Year 2000 compliance were part of our working capital.
                The Bank’s Year 2000 compliance plans for its core systems were completed and tested in 1999, including
          testing its Year 2000-sensitive applications with other banks in Greece in multi-bank simulated transactions. The
          Bank provided some assistance to the other members of the Group, where necessary, to address Year 2000
          compliance issues. The Bank and all other companies in the Group are Year 2000 compliant.
               All our suppliers for both hardware and software were requested during 1999 to ensure that their systems
          and equipment are Year 2000 compliant. Written confirmations were obtained from all suppliers of critical
          systems and hardware. In addition, the Bank’s IT staff tested these systems to verify independently that they are
          Year 2000 compliant.
               In 1999, the Bank reviewed all non-IT information systems in detail and confirmed that all are Year 2000
          compliant or have no ‘‘date’’ processing functionality. Items checked include: alarm and security systems, camera
          surveillance systems, bank safes, customer individual safes, neon signs, elevators, water supply systems,
          electricity supply systems, telephone systems, motor vehicles, printers, fax machines, forms, franking machines,
          printers, wall clocks and staff entry clocks.
               Contingency plans for the Group’s branches were tested in 1999 and remain in place. We completed testing
          of our contingency plans and disaster recovery systems with respect to the Bank in May 1999. We have two
          disaster recovery rooms, located in two different countries, to maximize the probability of recovering any

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          damaged data records from at least one of these data storage sites. The Bank estimates that it could sustain
          limited manual processing of transactions for approximately 24 hours in the event of a complete failure of all the
          technology systems.
               Greek Credit Controls. In April 1999, the central bank announced ‘‘temporary measures’’ designed to curb
          credit growth in order to implement its anti-inflationary objectives. These new regulations set the following
          targets for credit growth for each Greek bank:

               March 31, 1999 to June 30, 1999 *************************************************                      3.5%
               March 31, 1999 to September 30, 1999 ********************************************                      5.5%
               March 31, 1999 to December 31, 1999 ********************************************                       9.5%
               December 31, 1999 to March 31, 2000 ********************************************                       12.0%

              To the extent credit grew during such periods in excess of these rates, the Bank, in common with other Greek
          banks, was required to place an amount equivalent to the excess in a six-month, non-interest-bearing deposit
          account with the Bank of Greece.
               These credit control measures were repealed with effect from April 1, 2000.
               In July 1999, the Bank of Greece announced additional measures to stem the expansion of consumer credit
          in an attempt to curb inflation. Consumer loans of all types were, for purposes of these regulations, treated as a
          special category of loans, pursuant to which credit institutions were required during the periods described below
          to deposit with the central bank an amount equivalent to double the amount in the excess of that permitted by the
          central bank’s prescribed targets for credit growth. Such additional reserves were deposited in a six-month,
          non-interest-bearing deposit account with the Bank of Greece. These regulations set the following targets for
          credit growth for each Greek bank:

               June 30, 1999 to September 30, 1999**********************************************                      2.0%
               June 30, 1999 to December 31, 1999 **********************************************                      6.0%

               These credit control measures were repealed with effect from January 1, 2000.




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          A.   Operating Results

          Results of Operations for the Year Ended December 31, 1999 Compared with the Year Ended
          December 31, 1998

               Net Interest Income. Our net interest income increased 4.7% to GRD 290,137 million for 1999 compared
          with GRD 277,133 million for 1998. Our net interest margin remained consistent during the period, at 2.08% in
          1998 and 2.07% in 1999. The Bank has been able to retain its net interest margin in an environment of generally
          declining interest rates and increased competition. The components of our net interest income for 1998 and 1999
          are reflected in the following table:
                                                                                                Year ended December 31,          1998/1999
                                                                                                  1998            1999          Change (%)
                                                                                                   (GRD in millions, except percentages)
          Interest Income:
             Loans ***********************************************                               413,899         384,558          (7.1)
             Securities ********************************************                             502,626         495,802          (1.4)
             Federal funds sold and securities purchased under resale
                agreements *****************************************                              2,044               892        (56.4)
             Interest-bearing deposits in other banks ********************                      291,053           272,565         (6.4)
             Other************************************************                               41,305            21,853        (47.1)
             Total interest income ***********************************                        1,250,927         1,175,670         (6.0)
          Interest Expense:
             Deposits *********************************************                              906,065         820,431          (9.5)
             Securities sold under agreements to repurchase**************                         20,588          38,455          86.8
             Other borrowed funds **********************************                              20,958           9,202         (56.1)
             Long-term debt****************************************                               15,941           7,043         (55.8)
             Other************************************************                                10,242          10,402           1.6
             Total interest expense **********************************                           973,794         885,533          (9.1)
          Net interest income **************************************                             277,133         290,137           4.7
          Provision for loan losses **********************************                           (43,965)        (22,108)        (49.7)
          Net interest income after provision for loan losses *************                      233,168         268,029          15.0


               Total interest income for the Group decreased 6.0% to GRD 1,175,670 million for 1999 from
          GRD 1,250,927 million for 1998. Interest income from loans decreased 7.1% in 1999 compared with 1998 as a
          result of lower interest rates, notwithstanding an increase in the loan portfolio. Interest income from the securities
          portfolio (consisting of securities available for sale, securities held to maturity and trading account securities)
          decreased as a result of lower interest rates in 1999. The average size of the securities portfolio during 1999
          remained constant. Interest income from interest-bearing deposits in banks (which includes reserves with the
          Bank of Greece) decreased in 1999 compared to 1998 primarily due to lower interest rates partially offset by an
          increase in the average volume of deposits with banks. Other interest income for the Group, which includes
          income received on amounts from money market investments, decreased from GRD 41,305 million in 1998 to
          GRD 21,853 million in 1999.

               Total interest expense for the Group decreased 9.1% to GRD 885,533 million for 1999 from GRD 973,794
          million for 1998. Interest on deposits decreased 9.5% in 1999, reflecting a decline in interest rates in 1999, which
          was offset in part by increased customer deposits. Interest expense on securities sold under agreements to
          repurchase increased, whereas interest expense on other borrowings, which consists primarily of short-term bonds
          issued by the former NMB, decreased. The increase in securities sold under agreements to repurchase was due to
          tax law changes which permitted the Bank to offer these instruments to certain high net worth customers as an
          alternative to lower-yielding deposit accounts. Interest expense on long-term debt decreased 55.8% primarily due
          to a reduction of fixed-rate senior debt.

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               Provision for Loan Losses. We recorded, for U.S. GAAP purposes, provisions of GRD 43,965 million for
          1998 which decreased 49.7% to GRD 22,108 million for 1999. This decrease reflects that we have provided in
          previous years for all existing non-performing loans taking into account any collateral with respect to such loans,
          as well as other losses inherent in the portfolio which are probable of occurring and reasonably estimable.
          Moreover, as a result of our new lending procedures, there was a significant decrease in the number of new non-
          performing loans in 1999. In the future, we expect to continue to provide fully for loan losses. See ‘‘—
          Overview’’ above, in this Item 5.

               Activity in the loan loss allowances for the two years ended December 31, 1998 and 1999 was as follows:
                                                                                                                        1998          1999
                                                                                                                         (GRD in millions)
          Balance at beginning of the year *******************************************                                 299,276      282,783
            Add: Provisions for probable loan losses **********************************                                 43,965       22,108
            Less: Write-offs*******************************************************                                    (61,423)     (37,890)
            Recoveries(1) *********************************************************                                      1,088        1,780
            Net write-offs ********************************************************                                    (60,335)     (36,110)
            Exchange differences and other variations *********************************                                   (123)       3,140
          Balance at end of year ***************************************************                                   282,783      271,921

          (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.

               During the period under review, total loan loss allowance decreased from GRD 282,783 million in 1998 to
          GRD 271,921 million in 1999, notwithstanding an increase in our total loan portfolio. Total loans increased from
          GRD 4,016,494 million at December 31, 1998 to GRD 4,909,376 million at December 31, 1999. At the same
          time, write-offs decreased from GRD 61,423 million in 1998 to GRD 37,890 million in 1999 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 decreased, primarily due to a lower amount of new non-performing loans. The
          decrease in total loan loss allowance as a percentage of total loans, from 7.0% in 1998 to 5.5% in 1999, 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, in Item 4.E, ‘‘Selected
          Statistical Data — Credit Quality — Allowance for Loan Losses — Methodology.’’
                                                                                                     At December 31,
                                                                                   1998                                    1999
                                                                        (GRD in millions)            (%)        (GRD in millions)      (%)

          Specific allowances ***************************                     115,538                40.9            106,758            39.3
          Coefficient analysis ***************************                     57,074                20.1             47,536            17.5
          Homogeneous analysis ************************                       51,698                18.3             53,483            19.7
          Foreign loans********************************                       29,366                10.4             38,966            14.3
          Unallocated *********************************                       29,107                10.3             25,178             9.2
          Total loan loss allowances *********************                   282,783               100.0            271,921           100.0

               Specific allowances as a percentage of total loan loss allowance decreased from 40.9% at December 31,
          1998 to 39.3% at December 31, 1999, reflecting the corresponding write-offs for the period, described above. The
          decrease in coefficient analysis as a percentage of total loan loss allowance, from 20.1% in 1998 to 17.5% in
          1999, is primarily attributable to write-offs being taken in respect of smaller loan amounts than in prior periods.
          Homogeneous analysis, which reflects consumer loan losses, increased as a percentage of total loan loss
          allowance from 18.3% in 1998 to 19.7% in 1999, reflecting increases in consumer lending, including residential
          mortgages, for the period. Allowances for foreign loans as a percentage of total loan loss allowance increased

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          from 10.4% in 1998 to 14.3% in 1999, resulting from increases in both the size of our foreign loan portfolio and
          in our provisions with respect to certain foreign loans. Unallocated loans losses as a percentage of total loan loss
          allowance decreased from 10.3% in 1998 to 9.2% in 1999.
              Total loan loss allowance as a percentage of non-accruing loans was 61.5% at December 31, 1998 and
          63.0% at December 31, 1999.
             Net interest income after provision for loan losses increased 15.0% to GRD 268,029 million in 1999 from
          GRD 233,168 million in 1998 as interest income decreased more slowly than interest expense.
               Non-interest Income. Non-interest income increased 20.4% to GRD 678,973 million for 1999 compared to
          GRD 563,731 million for 1998. The following table summarizes the principal components of non-interest income
          during each of the two years ended December 31, 1998 and 1999:
                                                                                                          Year ended
                                                                                                         December 31,             1998/1999
                                                                                                      1998          1999         Change (%)
                                                                                                      (GRD in millions, except percentages)
          Profit on disposal of subsidiary undertakings*********************                              —        30,063             n/a
          Profit on disposal of equity investments*************************                            5,076       69,013         1,259.6
          Credit card fees ********************************************                               9,485       12,595            32.8
          Service charges and commission on deposit accounts**************                           20,329       16,017           (21.2)
          Other fees and commissions **********************************                             112,871      100,671           (10.8)
          Net trading account profits ***********************************                            156,357      180,342            15.3
          Net realized gains on sales of available-for-sale securities **********                    28,011       16,272           (41.9)
          Equity in earnings or losses of investees ************************                          2,034       (2,572)         (226.4)
          Other non-interest income ************************************                            229,568      256,572            11.8
          Total non-interest income ************************************                            563,731      678,973            20.4

                Profits on disposal of subsidiary undertakings were GRD 30,063 million in 1999, representing a profit of
          GRD 17 billion from the sale of Potidaia S.A. The remaining GRD 13 billion resulted from the deemed disposal
          of Chemical Industries of Northern Greece S.A. through the exchange of shares representing our 60% interest in
          that company for a 23.4% interest in Phosphate Fertilizers Industries S.A., the company into which it was merged
          during 1999. Profit on disposals of equity investments increased 1,259.6%, from GRD 5,076 million in 1998 to
          GRD 69,013 million in 1999, due primarily to our disposal of Lampsa Hotel Co. Credit card fees increased from
          GRD 9,485 million in 1998 to GRD 12,595 million in 1999 due to a corresponding increase in the number of
          cards in circulation. Service charges and commission on deposit accounts reflect commissions received from the
          central bank in connection with the redeposit of foreign currency with the central bank resulting from certain
          deposit accounts in foreign currencies held by us as well as service charges payable by depositors whose balances
          fall below a certain minimum threshold. The decrease from GRD 20,329 million in 1998 to GRD 16,017 million
          in 1999 was due primarily to lower commissions from the central bank because of lower commission rates and a
          lower level of mandatory redeposits. Other fees and commissions include, among other things, commissions on
          money transfers, guarantees, letters of credit, foreign exchange transactions, sales of Greek government
          securities, brokerage, underwriting and custodian services. Other fees and commissions decreased 10.8% due
          primarily to a substantial decrease in the commission receivable from the Greek State on the sale of Greek
          government securities partially offset by an increase in commissions on investment banking activities. Net trading
          account profit, which consist of profits from our trading portfolio, increased 15.3% in 1999. Our securities trading
          portfolio consists primarily of Greek government bonds and is marked to market. The 1999 trading account
          profits is made up of realized gains of GRD 97,681 million and unrealized gains of GRD 82,661 million. These
          gains were due to declining interest rates and improved securities market conditions in 1999. Net realized gains
          on sales of available-for-sale securities decreased by 41.9%. Our equity in losses of investees reflects primarily
          our share of the loss for 1999 reported by AGET Heracles which amounted to GRD 11,594 million (Group share
          of loss: GRD 3,082 million) compared to a profit of GRD 13,486 million (Group share of profit: GRD 3,791
          million). Other non-interest income consists primarily of income from our insurance operations as well as from

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          our other activities such as sale of properties, mutual fund fees and hotel revenues. Other non-interest income
          increased by 11.8% from GRD 229,568 million in 1998 to GRD 256,572 in 1999 due to a substantial increase in
          mutual fund management fees and the gain realized on the disposal of properties, partially offset by the effect of
          de-consolidation of Chemical Industries of Northern Greece S.A. which removed the sales of this company
          (1998: GRD 35,223 million) from the consolidated statement of income in 1999. Insurance operations income
          increased 7.9% from GRD 138,608 million in 1998 to GRD 149,594 million in 1999 due primarily to growth in
          the Greek insurance market.
               Non-interest Expense. Non-interest expense decreased 3.8% to GRD 532,276 million for 1999 compared
          with GRD 553,384 million for 1998. The following table summarizes the principal components of non-interest
          expense during each of the two years ended December 31, 1998 and 1999.
                                                                                                  Year ended December 31,        1998/1999
                                                                                                    1998          1999          Change (%)
                                                                                                    (GRD in millions, except percentages)
          Salaries and employee benefits *******************************                           246,949        249,152            0.9
          Occupancy and equipment expense ***************************                              17,561         18,287            4.1
          Amortization and depreciation *******************************                            18,624         25,949           39.3
          Other non-interest expense **********************************                           270,250        238,888          (11.6)
            Total non-interest expense *********************************                          553,384        532,276           (3.8)

               Salaries and employee benefits increased 0.9% from GRD 246,949 million for 1998 to GRD 249,152 million
          for 1999. This increase was due to wage increases in 1999 and increased employee benefit costs in line with
          salary increases as well as a bonus given to employees and executives in the form of a fixed price participation in
          the Bank’s rights issue that took place in 1999. This component increased the compensation expense in 1999 by
          GRD 6,955 million. See Note 40 to the U.S. GAAP Financial Statements. The corresponding amount in 1998 was
          GRD 10,693 million in respect of a bonus given to employees and executives in the form of convertible bonds.
          Employee benefit costs in 1999 and 1998 include actuarial adjustments to pension and post-retirement benefit
          contributions. In 1998 these adjustments included increased reserves of GRD 12,200 million to reflect shortfalls
          in the Group’s pension plans. See Note 38 to the U.S. GAAP Financial Statements. The de-consolidation of
          Chemical Industries of Northern Greece S.A. in 1999 and the resulting exclusion of the entity’s payroll expense
          from the Consolidated Statement of Income has had a positive impact in containing the rate of growth in payroll
          costs. Occupancy and equipment expense increased 4.1% from GRD 17,561 million in 1998 to GRD 18,287
          million in 1999 due to inflationary price adjustments on these costs. Amortization and depreciation expense
          (which includes depreciation and amortization of tangible and intangible assets) increased 39.3% to GRD 25,949
          million for 1999 compared with GRD 18,624 million for 1998 primarily due to an increase in depreciable assets.




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               The table below summarizes the principal components of other non-interest expense during each of the two
          years ended December 31, 1998 and 1999:
                                                                                                  Year ended December 31,        1998/1999
                                                                                                    1998          1999          Change (%)
                                                                                                    (GRD in millions, except percentages)
          Reinsurance premiums and insurance operating costs *************                        144,179        139,039          (3.6)
          Chemical industries cost of sales *****************************                          26,836             —            n/a
          Mutual funds management costs******************************                               9,460          9,923           4.9
          Warehouse cost of services **********************************                             1,637            779         (52.4)
          Hotel running costs ****************************************                              6,806          6,655          (2.2)
          Credit card costs ******************************************                              4,600          3,483         (24.3)
          Broker costs **********************************************                               1,908          6,862         259.6
          Loss on property sales**************************************                              1,495          1,574           5.3
          Deposit insurance premiums *********************************                              3,468          2,628         (24.2)
          Other****************************************************                                69,861         67,945          (2.7)
                                                                                                  270,250        238,888         (11.6)

               Other non-interest expense decreased by 11.6% from GRD 270,250 in 1998 to GRD 238,888 in 1999
          primarily because of the effect of the de-consolidation of Chemical Industries of Northern Greece which removed
          the entity’s cost of sales component from the Group’s Consolidated Statement of Income.
               Income Before Income Tax Expense. Income before income tax expense and minority interests increased
          significantly from GRD 243,515 million for 1998 to GRD 414,726 million for 1999. This increase resulted
          primarily from increases in both net interest income (which increased by GRD 13,004 million) and non-interest
          income (which increased by GRD 115,242 million), the latter being attributable to significant gains on disposal of
          subsidiary undertakings and equity investments. A decrease in provisions by GRD 21,857 million and in non-
          interest expense by GRD 21,108 million contributed favorably to the increase in income before income tax
          expense.
               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 1999 was GRD 131,987
          million compared to GRD 103,134 million for 1998 resulting primarily from increased profits in 1999. The
          applicable Greek statutory rate of tax for the Bank and non-listed companies in the Group is 40%. The effective
          tax rate applicable to the Group determined under U.S. GAAP in 1999 was significantly higher than that under
          Greek GAAP primarily because, under U.S. GAAP, unlike Greek GAAP, 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 GRD 219,225 million for 1999
          compared to GRD 131,152 million for 1998.
               Exchange Rate Exposure. The Group is an active participant in the foreign exchange markets and also
          makes loans denominated in foreign currencies. The Group’s goal in managing exchange rate exposure is to
          minimize the effect of exchange rate movements on profitability. The Group adheres to central bank guidelines
          and other guidelines applicable to the Group and actively manages its foreign currency position. To the extent that
          foreign currency-denominated assets are not matched with liabilities denominated in the same currencies, the
          Group engages in swaps and other hedging transactions in order to reduce the effects of these imbalances.
          Management, therefore, does not consider the Group’s foreign exchange risk to be significant with respect to the
          Group’s overall financial position. At December 31, 1999, 39.9% of the Group’s liabilities and 34.4% of the
          Group’s assets were denominated in currencies other than the drachma, before taking into account hedging
          transactions.




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          Results of Operations for the Year Ended December 31, 1998 Compared with the Year Ended
          December 31, 1997

               Net Interest Income. The Group’s net interest income increased 36.1% to GRD 277,133 million for 1998
          compared with GRD 203,656 million for 1997. Net interest margin for the Group increased from 1.69% in 1997
          to 2.08% in 1998. The Bank has been able to achieve increased net interest margins in an environment of
          generally declining interest rates as a result of its ability to increase yield spreads through asset and liability
          management as well as time lags in repricing assets and liabilities. The components of the Group’s net interest
          income for 1997 and 1998 are reflected in the following table:
                                                                                                Year ended 31 December,          1997/1998
                                                                                                  1997            1998          Change (%)
                                                                                                   (GRD in millions, except percentages)
          Interest Income:
             Loans ***********************************************                               376,441         413,899          10.0
             Securities ********************************************                             431,927         502,626          16.4
             Federal funds sold and securities purchased under resale
                agreements *****************************************                              2,082             2,044         (1.8)
             Interest-bearing deposits in other banks ********************                      239,336           291,053         21.6
             Other interest income***********************************                            29,768            41,305         38.8
          Total interest income *************************************                         1,079,554         1,250,927         15.9
          Interest Expenses:
             Deposits *********************************************                              816,583         906,065          11.0
             Securities sold under agreements to repurchase**************                         13,792          20,588          49.3
             Other borrowings **************************************                              17,814          20,958          17.7
             Long-term debt****************************************                               18,334          15,941         (13.1)
             Other interest expense **********************************                             9,375          10,242           9.2
          Total interest expense ************************************                            875,898         973,794          11.2
          Net interest income for the Group **************************                           203,656         277,133          36.1
          Provision for loan losses **********************************                           (33,774)        (43,965)         30.2
          Net interest income after provision for loan losses *************                      169,882         233,168          37.3

               Total interest income for the Group increased 15.9% to GRD 1,250,927 million for 1998 from
          GRD 1,079,554 million for 1997. Interest income from loans increased 10.0% in 1998 compared with 1997
          despite lower interest rates, due primarily to an increase in the loan portfolio. Interest income from the securities
          portfolio (consisting of securities available for sale, securities held to maturity and trading account securities)
          increased principally as a result of a corresponding average increase in the size of the securities portfolio during
          1998. Interest income from interest-bearing deposits in banks (which includes reserves with the Bank of Greece)
          increased in 1998 compared to 1997 primarily due to increased interbank lending, specifically in drachmas which
          yielded higher interest. The increases in the securities portfolio and deposits in banks were due to excess drachma
          liquidity generated from increased customer deposits and other customer liabilities as well as the disposal of non-
          core assets. Other interest income for the Group, which consists primarily of income received under swap
          agreements as well as interest received on amounts from money market investments, increased from GRD 29,768
          million in 1997 to GRD 41,305 million in 1998. This increase was due mainly to increased swap activity.

               Total interest expense for the Group increased 11.2% to GRD 973,794 million for 1998 from GRD 875,898
          million for 1997. Interest on deposits increased 11.0% in 1998 despite a decline in interest rates in 1998, due to
          increased customer deposits. Interest expense on securities sold under agreements to repurchase also increased, as
          did interest expense on other borrowings, which consists primarily of short-term bonds issued by the former
          NMB. The increase in securities sold under agreements to repurchase was due to tax law changes which
          permitted the Bank to offer these instruments to certain high net worth customers as an alternative to lower-
          yielding deposit accounts. Interest expense on long-term debt decreased 13.1% primarily due to a reduction of

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          fixed-rate senior debt. Other interest expense in 1998, which consisted primarily of amounts paid under swap
          agreements, increased from GRD 9,375 million to GRD 10,242 million during 1998.

               Provision for Loan Losses. We recorded, for U.S. GAAP purposes, provisions of GRD 33,774 million for
          1997 which increased 30.2% to GRD 43,965 million for 1998, reflecting provisions for non-performing loans
          taking into account any collateral with respect to such loans, as well as other losses inherent in the portfolio
          which are probable of occurring and reasonably estimable.

               Activity in the loan loss allowances for the two years ended December 31, 1997 and 1998 was as follows:
                                                                                                                   1997            1998
                                                                                                                     (GRD in millions)
          Balance at beginning of the year ****************************************                               336,412         299,276
            Add: Provisions for probable loan losses *******************************                               33,774          43,965
            Less: Write-offs****************************************************                                  (75,802)        (61,423)
            Recoveries(1) ******************************************************                                    1,336           1,088
            Net write-offs *****************************************************                                  (74,466)        (60,335)
            Exchange differences and other variations ******************************                                3,556            (123)
          Balance at end of year ************************************************                                 299,276         282,783

          (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.

               During the period under review, total loan loss allowance decreased from GRD 299,276 million in 1997 to
          GRD 282,783 million in 1998, notwithstanding an increase in our total loan portfolio. Total loans increased from
          GRD 3,653,826 million at December 31, 1997 to GRD 4,016,494 million at December 31, 1998. At the same
          time, write-offs decreased from GRD 75,802 million in 1997 to GRD 61,423 million in 1998 as we continued to
          remove poor quality loans originated in previous years, particularly in the industrial and mining sectors.
          Provisions for the period increased, primarily due to the increase in our total loan portfolio. The decrease in total
          loan loss allowance as a percentage of total loans, from 8.2% in 1997 to 7.0% in 1998, reflects principally the
          continued improvement in the quality of our loan portfolio, resulting from our enhanced loan approval process
          and the removal of non-performing loans through write-offs during the period.

               The Group’s total loan loss allowance consists of five principal components. See, in Item 4.E, ‘‘Selected
          Statistical Data — Credit Quality — Allowance for Loan Losses — Methodology.’’
                                                                                                      At December 31,
                                                                                       1997                                1998
                                                                               (GRD in                             (GRD in
                                                                               millions)              (%)          millions)         (%)

          Specific allowances ****************************                     140,911                47.1          115,538           40.9
          Coefficient analysis ****************************                     55,581                18.6           57,074           20.1
          Homogeneous analysis *************************                       48,647                16.2           51,698           18.3
          Foreign loans *********************************                      28,287                 9.5           29,366           10.4
          Unallocated **********************************                       25,850                 8.6           29,107           10.3
          Total loan allowance ***************************                    299,276               100.0          282,783          100.0

               Specific allowances as a percentage of total loan loss allowance decreased from 47.1% at December 31,
          1997 to 40.9% at December 31, 1998, reflecting the corresponding write-offs for the period, described above.
          Coefficient analysis, which reflects commercial loan losses, increased as a percentage of total loan loss allowance
          from 18.6% in 1997 to 20.1% in 1998, primarily attributable to an increase in the loan portfolio. Homogeneous
          analysis, which reflects consumer loan losses, increased as a percentage of total loan loss allowance from 16.2%
          in 1997 to 18.3% in 1998, reflecting increases in consumer lending, including residential mortgages, for the
          period. Allowances for foreign loans as a percentage of total loan loss allowance increased from 9.5% in 1997 to

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          10.4% in 1998, resulting from increases in both the size of our foreign loan portfolio and in our provisions with
          respect to certain foreign loans. Unallocated loans losses as a percentage of total loan loss allowance increased
          from 8.6% in 1997 to 10.3% in 1998.

              Total loan loss allowances as a percentage of non-accruing loans was 62.1% at December 31, 1997 and
          61.5% at December 31, 1998.

               Net interest income after provision for loan losses increased 37.3% to GRD 233,168 million in 1998 from
          GRD 169,882 million in 1997 due to 15.9% higher interest income, primarily at the Bank, while interest expense
          increased only 11.2%.

               Non-interest Income. Non-interest income increased 38.7% to GRD 563,731 million for 1998 compared to
          GRD 406,490 million for 1997. The following table summarizes the principal components of non-interest income
          during the two years ended December 31, 1997 and 1998:
                                                                                                Year ended December 31,          1997/1998
                                                                                                  1997            1998          Change (%)
                                                                                                   (GRD in millions, except percentages)
          Profit on disposal of equity investments************************                          2,590          5,076             96
          Credit card fees *******************************************                             9,115          9,485            4.0
          Service charges and commission on deposit accounts*************                         23,189         20,329          (12.3)
          Other fees and commissions *********************************                           111,280        112,871            1.4
          Net trading account profits and losses *************************                         17,876        156,357          774.7
          Net realized gains on sales of available-for-sale securities *********                  17,658         28,011           58.6
          Equity in earnings of investees *******************************                          6,386          2,034          (68.1)
          Other non-interest income ***********************************                          218,396        229,568            5.1
          Total non-interest income ***********************************                          406,490        563,731           38.7

               Profit on disposal of equity investments amounted to GRD 2,590 million in 1997 and GRD 5,076 million in
          1998, respectively, and was primarily attributable to sales of shares in AGET Heracles in both years. Credit card
          fees increased from GRD 9,115 million in 1997 to GRD 9,485 million in 1998 due to a corresponding increase in
          the number of cards in circulation. Service charges and commission on deposit accounts reflect commissions
          received from the central bank in connection with the redeposit of foreign currency with the central bank
          resulting from certain deposit accounts in foreign currencies held by us as well as service charges payable by
          depositors whose balances fall below a certain minimum threshold. The decrease from GRD 23,189 million in
          1997 to GRD 20,329 million in 1998 was due primarily to lower commissions from the central bank. Other fees
          and commissions increased by 1.4%, due primarily to an increase in commissions on investment banking
          activities partially offset by a decrease in the commission receivable from the Greek state on the sale of
          government securities. Other fees and commissions include, among other things, commissions on money
          transfers, guarantees, letter of credit, foreign exchange transactions brokerage, underwriting, custodian services
          and sales of government securities. Net trading account profits, which consist of profits from our trading
          portfolio, increased 774.7% in 1998. Our securities trading portfolio consists primarily of Greek government
          bonds and is marked to market. The 1998 trading account profits is made up of realized gains of GRD 96.9 billion
          and unrealized gains of GRD 59.4 billion. These gains were due to declining interest rates and improved
          securities market conditions in 1998. Net realized gains on sales of available-for-sale securities increased 58.6%.
          Other non-interest income consists primarily of income from our insurance operations as well as from our other
          activities such as sales from our chemical industry subsidiary, Chemical Industries of Northern Greece S.A., sale
          of properties, mutual fund fees and hotel revenues. Insurance operations income increased 3.7% from
          GRD 133,632 million in 1997 to GRD 138,608 million in 1998.




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               Non-interest Expense. Non-interest expense increased 6.4% to GRD 553,384 million for 1998 compared
          with GRD 520,201 million for 1997. The following table summarizes the principal components of non-interest
          expense during the two years ended December 31, 1997 and 1998.
                                                                                                Year ended December 31,          1997/1998
                                                                                                  1997            1998          Change (%)
                                                                                                   (GRD in millions, except percentages)
          Salaries and employee benefits *******************************                          223,821        246,949           10.3
          Occupancy and equipment expense ***************************                             16,490         17,561            6.5
          Amortization and depreciation *******************************                           17,335         18,624            7.4
          Other non-interest expense **********************************                          262,555        270,250            2.9
          Total non-interest expense ***********************************                         520,201        553,384            6.4

                Salaries and employee benefits increased 10.3% from GRD 223,821 million for 1997 to GRD 246,949
          million for 1998. This increase was due primarily to wage increases in 1998 and increased employee benefit costs
          in line with salary increases. Employee benefit costs in 1998 and 1997 include actuarial adjustments to pension
          and post-retirement benefit contributions. See Note 38 to the U.S. GAAP Financial Statements. Occupancy and
          equipment expense increased 6.5%. Amortization and depreciation expense (which includes depreciation and
          amortization of tangible and intangible assets) increased 7.4% to GRD 18,624 million for 1998 compared with
          GRD 17,335 million for 1997 primarily due to an increase in depreciable assets. Other non-interest expense
          consisting of certain Bank expenses as well as expenses related to non-financial companies within the Group,
          particularly the Group’s insurance company, increased 2.9% from GRD 262,555 million in 1997 to GRD 270,250
          million in 1998.
               Income before income tax expense. Income before income tax expense and minority interests increased
          significantly from GRD 56,171 million for 1997 to GRD 243,515 million for 1998. This increase resulted
          primarily from increases in both net interest income (which increased GRD 73,477 million) and non-interest
          income (which increased GRD 157,241 million) primarily net trading account profits, compared to a small
          increase in provisions (which increased GRD 10,191 million) and in non-interest expense (which increased
          GRD 33,183 million).
               Income Tax Expense. The Group’s 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 1998 was
          GRD 103,134 million compared to GRD 26,471 million for 1997 resulting primarily from increased profits in
          1998. The applicable Greek statutory rate of tax for the Bank and non-listed companies in the Group is 40%. The
          effective tax rate applicable to the Group determined under U.S. GAAP in 1997 was significantly higher than that
          under Greek GAAP primarily because, under U.S. GAAP, unlike Greek GAAP, deferred tax assets and liabilities
          are recognized for temporary differences in the determination of income tax expense for the given fiscal period.
               Net income. The Group had net income of GRD 131,152 million for 1998 compared to GRD 28,570
          million for 1997.
               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 such imbalances.
          Management, therefore, does not consider the Group’s foreign exchange risk to be significant with respect to the
          Group’s overall financial position. At December 31, 1998, 40.3% of the Group’s liabilities and 37.6% of the
          Group’s assets were denominated in currencies other than the drachma, before taking into account hedging
          transactions.




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          Recently Issued Accounting Pronouncements
               In June 1998, the Financial Accounting Standards Board, also known as ‘‘FASB,’’ issued SFAS No. 133,
          ‘‘Accounting for Derivative Instruments and Hedging Activities.’’ In June, 1999, the FASB issued SFAS No. 137,
          ‘‘Accounting for Derivative Instruments and Hedging Activities — Deferral of the Effective Date of FASB
          Statement No. 133, an amendment of FASB Statement No. 133’’ which amended SFAS No. 133 by changing the
          effective date of SFAS No. 133 to fiscal years beginning after June 15, 2000 with earlier adoption encouraged.
          SFAS No. 133 supersedes the current accounting standards for derivatives and hedging, including SFAS No. 52,
          ‘‘Foreign Currency Translation’’ and SFAS No. 80, ‘‘Accounting for Futures Contracts.’’ SFAS No. 133 requires
          companies to record all derivatives on the balance sheet as assets or liabilities, measured at fair value. The
          classification of the gains or losses resulting from changes in these fair values would be treated either as a
          component of current year income or other comprehensive income, depending on use of the derivative and
          whether it qualifies for hedge accounting treatment as redefined under SFAS No. 133. The Group plans to adopt
          SFAS No. 133, as amended, for the year beginning January 1, 2001. The effect of the adoption of this new
          standard by the Group on its financial condition and results of operations is not currently determinable.

          B.   Liquidity and Capital Resources
               The Group is the principal market maker in Greek government bonds and is active in drachma-denominated
          interest rate swaps and cross currency swaps generally on behalf of corporate clients. The Group is also active in
          hedging the fixed interest rate exposure of the Bank’s Greek government bonds. The majority of the drachma
          interest rate risk carried on our swap portfolio is hedged against drachma-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 also ranks among the top three underwriters and market makers in Eurodrachma debt (drachma-
          denominated debt of non-resident issuers). As a result, the Group carries a small inventory of securities of
          European and supranational investment grade issuers. The Group routinely enters into asset swaps of non-
          drachma 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 equity 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. The securities portfolio of the Group has generally been larger than loans to customers. Although
          the Bank is required to deposit a high proportion of foreign currency with the central bank pursuant to reserve
          requirements, the Group is 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 drachma 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, 1997, 1998 and 1999.
                                                                                                             Year ended December 31,
                                                                                                          1997        1998         1999
                                                                                                                (GRD in millions)
          Interbank lending **********************************************                            1,120,480 1,980,138 1,161,717
          Interbank borrowing ********************************************                             (846,689) (183,116) (875,652)
          Net interbank lending *******************************************                             273,791 1,797,022   286,056
             Operating cost 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, 1997, 1998 and 1999.

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                                                                                                         Year ended December 31,
                                                                                                1997              1998               1999
                                                                                                            (GRD in millions)
          Cash flows from operating activities ***********************                         (793,629)            383,216          (872,502)
          Cash flows from investing activities ***********************                       (1,085,553)         (1,463,894)          (88,753)
          Cash flows from financing activities ***********************                         2,056,627             622,773         1,393,358
          Net increase (decrease) in cash and cash equivalents**********                       177,445            (457,905)          432,103

               During 1997, we made significant investments in Greek government bonds held for trading (GRD 829,422
          million), an operating activity, and in the available-for-sale portfolio (GRD 571,469 million), an investment
          activity, in response to the favorable rate environment anticipated for such debt securities, as mentioned above.
          The additional investments, as well as increased net lending activities of GRD 425,110 million, were funded
          primarily by increased deposit-taking activities of GRD 1,474,153 million and, to a lesser extent, by increased
          borrowings from the central bank of GRD 430,314 million.
               During 1998, our overall cash and cash equivalent balance declined due to additional investments we made
          in interest bearing deposits with banks of GRD 859,658 million to take advantage of short-term interest rates
          being offered by the central bank. We also made additional investments of GRD 607,453 million in Greek
          government bonds (due to the expected interest rate convergence described above), and increased our net lending
          to customers by GRD 394,767 million. Although these investments generated a net cash outflow, we also
          increased our cash generated in operations by GRD 388,515 million. Additional cash flows of GRD 487,361
          million resulted from our customer deposit-taking activities, while GRD 176,565 million of cash flows resulted
          from our increased borrowings from the central bank.
               During 1999, we made significant investments in Greek government bonds held for trading (GRD 926,469
          million), an operating activity, in response to the favorable rate environment anticipated for these debt securities.
          As Greece nears its entry into the third stage of EMU in 2001, interest rates on Greek government medium and
          long-term debt, including bonds, are expected to fall to rates closer to those prevailing for medium and long-term
          sovereign debt for countries currently participating in EMU. The additional investments, as well as increased net
          lending activities of GRD 928,992 million and reduced central bank borrowings of GRD 562,157 million were
          funded primarily by increased deposit taking activities of GRD 1,382,194 million, an increase in securities sold
          under agreements to repurchase of GRD 474,478 million and by reduced interest bearing deposits in banks of
          GRD 818,421 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 GRD 28,878 million in 1999,
          with GRD 28,073 million budgeted for such planned capital expenditures in 2000. See Item 4.A, ‘‘History and
          Development of the Company.’’ We fund our capital expenditure requirements principally through operating cash
          flow.
               Our capital expenditures, as presented under U.S. GAAP, also include interests acquired in other companies,
          amounting to an additional GRD 4,594 million for the year ended December 31, 1999 and GRD 13,792 million
          for the current year, to May 31, 2000. These expenditures reflect our acquisitions in 1999 of Planet, a domestic
          consultancy, Action Plan, a direct marketing and sales agency, Fterotos Hermes, a postal services provider, and
          the 25% interest in Diethniki Mutual Fund Management which we did not already own, from Deutsche Bank.
          Our acquisitions of Stopanska Banka and of a 10% interest in OTEnet account for such expenditures in 2000, to
          the date of this Annual Report. See Item 4.B, ‘‘Business Overview — Pursue Internal and External Growth
          Opportunities.’’
               Additionally, from time to time, we and some of our non-wholly owned subsidiaries raise funds through
          capital markets transactions. In January, 1999, National Investment Co., a closed-end investment fund, conducted
          a rights issue and raised approximately GRD 100 billion. NBG Real Estate and General Warehouses conducted,
          in March 2000, a share capital increase of approximately GRD 109 billion in connection with the consolidation
          of our non-core real estate portfolio. In addition, Ethniki Hellenic General Insurance Company S.A., our

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          insurance subsidiary, raised approximately GRD 24 billion through a rights issue in November 1999 in order to
          invest in its life insurance products, to consolidate its operations abroad and to improve its reserves.
               At December 31, 1999, the Group’s total assets were GRD 15,878,590 million, an 11.5% increase over the
          GRD 14,243,719 million of total assets at December 31, 1998, which was 6.3% greater than total assets of
          GRD 13,400,456 million at December 31, 1997. The 1999 increase was attributable primarily to substantial
          increases in the size of the securities and loan portfolios, offsetting a 41.3% decrease in interest-bearing deposits
          with other banks. The 1998 increase was attributable primarily to a 76.7% increase in interest bearing deposits
          with other banks as well as substantial increases in the size of the securities and loan portfolios. Obligatory
          deposits with the central bank were GRD 1,903,605 million in 1999, compared to GRD 2,016,844 million in
          1998 and GRD 2,109,114 million in 1997. Federal funds sold and securities purchased under agreements to resell
          were GRD 49,739 million in 1999, compared to GRD 7,422 million in 1998 and GRD 35,045 million in 1997.
          Interest-bearing deposits with other banks were GRD 1,161,717 million in 1999, compared to GRD 1,980,138
          million in 1998 and GRD 1,120,480 million in 1997. The Group’s securities portfolio was GRD 6,278,039
          million at December 31, 1999 compared to GRD 5,221,292 million at December 31, 1998, and GRD 4,847,826
          million at December 31, 1997.
               The Group’s loan portfolio grew from GRD 3,653,826 million at December 31, 1997 GRD 4,016,494
          million at December 31, 1998 to GRD 4,909,376 million at December 31, 1999. At December 31, 1999, the
          Group’s total loan portfolio accounted for 30.9% of total assets. Allowance for loan losses decreased from
          GRD 299,276 million in 1997 to GRD 282,783 million in 1998 and GRD 271,921 million in 1999. See above,
          Item 4.E, ‘‘Assets — Loan Portfolio.’’
               Deposits increased 4.4%, from GRD 11,033,436 million at December 31, 1997 to GRD 11,520,797 million
          at December 31, 1998 and a further 12.0% to GRD 12,902,991 million at December 31, 1999. Of these, interbank
          deposits increased 172.0% to GRD 1,066,628 million at year end 1999 compared with GRD 392,262 million at
          year end 1998, which was also a decrease of 61.8% compared with GRD 1,027,094 million at year end 1997.
               Although Greek law generally 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 subsidiaries, including Ethniki Kefalaiou. Subsidiary
          holdings of treasury stock have increased to GRD 102,605 million at December 31, 1999 from GRD 59,110
          million and GRD 37,626 million at December 31, 1998 and December 31, 1997, respectively.
                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 8A(8), ‘‘Financial Information —
          Consolidated Statement 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 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 two months. Day-to-day
          asset/liability management is delegated to the Bank’s Treasury Department which is divided into several

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          operating units. The subsidiaries of the Bank follow asset and liability management policies similar to those of
          the Bank.
               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 Committee and the Credit
          Committee (collectively, the ‘‘Group Risk Committees’’ or the ‘‘GRCs’’). The 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 Group’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 151 people (approximately 1% of the Group’s employees, which is in line with international
          standards) and reports to the Governor of the Bank. 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.
               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 require-
          ments 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, 1999, approximately 45.4% of the Group’s deposits were demand deposits with

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          no specified maturity. Approximately 81.2% of the Group’s deposits had maturities of less than three months at
          December 31, 1999. At December 31, 1999, 52.0% of the loans with customers had a maturity of less than one
          year. Loans to customers with maturities in excess of 60 months represent 17.6% of the Group’s total loan
          portfolio at December 31, 1999. Over 91.2% of the Group’s loans to banks had maturities of less than three
          months at December 31, 1999. As a result medium-term and long-term liabilities of the Group were insignificant.
          In the course of its drachma-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-drachma-denominated assets and liabilities are managed and matched individu-
          ally. Usually, a non-drachma 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.
                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, 1999, 64.9% of the interest-bearing securities of the Group, including securities purchased
          under agreements to resell, and 84.6% 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. Please see
          Item 11, ‘‘Quantitative and Qualitative Disclosures about Market Risk — Interest Rate Risk.’’




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              Assets and Liabilities by Currency Denominations. The following table sets forth the assets and liabilities
          and shareholders’ equity by those denominated in drachma and those denominated in other currencies for the
          Group under U.S. GAAP at December 31, 1997, 1998 and 1999.
                                                                                                Year ended December 31,
                                                                 1997                                     1998                                      1999
                                                                Other                                    Other                                     Other
                                                   GRD         Currency        Total        GRD         Currency       Total         GRD          Currency       Total
                                                                                                      (GRD in millions)
          Assets:
          Cash and due from banks********          581,923        47,250       629,173      134,041        37,227      171,268       323,258        280,113      603,371
          Obligatory deposits with central
             Bank***********************           365,513     1,743,601     2,109,114      721,311      1,295,533    2,016,844      673,828      1,229,777     1,903,605
          Federal funds sold and securities
             purchased under agreements to
             resell **********************               —        35,045        35,045            —          7,422        7,422       43,170          6,569       49,739
          Interest bearing deposits with
             banks **********************          452,934       667,546     1,120,480      624,515      1,355,623    1,980,138      640,376        521,341     1,161,717
          Money market investments *******         143,043        24,468       167,511       25,606         24,994       50,600       32,352         20,545        52,897
          Debt and equity instruments —
             Trading*********************         1,914,078      641,167     2,555,245    1,808,483       597,891     2,406,374     3,031,574       453,105     3,484,679
          Available for sale, at fair value ***   1,127,364      513,759     1,641,123      700,411       319,090     1,019,501       424,874       541,972       966,846
          Held to maturity, at amortized
             cost************************           600,969       50,489       651,458    1,469,315        326,102    1,795,417     1,487,991       338,523     1,826,514
          Equity method investments*******           91,117           —         91,117       91,340             —        91,340        90,793            —         90,793
          Loans ************************          2,488,400    1,165,426     3,653,826    2,711,289      1,305,205    4,016,494     3,022,235     1,887,141     4,909,376
          Less: Allowance for loan losses***       (264,464)     (34,812)     (299,276)    (248,740)       (34,043)    (282,783)     (226,787)      (45,134)     (271,921)
          Net loans *********************         2,223,936    1,130,614     3,354,550    2,462,549      1,271,162    3,733,711     2,795,448     1,842,007     4,637,455
          Intangible assets ***************          13,366        2,678        16,044       30,656          2,932       33,588        50,485         3,342        53,827
          Premises and equipment, net *****         100,986       14,836       115,822      110,108         15,788      125,896       120,001        19,362       139,363
          Customers’ liability on
             acceptances *****************              —            311           311           —            346          346            40            848          888
          Accrued interest receivable*******       201,488        27,684       229,172      244,190        30,975      275,165       240,076         66,827      306,903
          Other assets *******************         512,842       171,449       684,291      464,143        71,966      536,109       464,419        135,574      599,993
          Total assets *******************        8,329,559    5,070,897 13,400,456       8,886,668      5,357,051 14,243,719      10,418,685     5,459,905    15,878,590

          Liabilities and Shareholders’
            Equity:
          Total deposits *****************        6,386,221    4,647,215 11,033,436       6,145,728      5,375,069 11,520,797       7,288,256     5,614,735    12,902,991
          Central bank borrowings*********          481,222           22    481,244         657,743             66    657,809          95,652            —         95,652
          Securities sold under agreements to
            repurchase ******************          123,822        80,578       204,400      146,189       132,181      278,370       488,898        263,950      752,848
          Other borrowed funds ***********         142,025        12,384       154,409      152,838            —       152,838        41,456         18,652       60,108
          Acceptances outstanding*********              —            311           311           —            346          346            40            848          888
          Accounts payable, accrued
            expenses and other liabilities ***     823,421       189,081     1,012,502      880,934        82,972      963,906       775,424        133,294      908,718
          Long-term debt ****************          107,614        59,792       167,406       85,012        48,558      133,570        53,863         73,201      127,064
          Insurance reserves **************        254,415         6,049       260,464      270,131        27,429      297,560       348,414             —       348,414
          Minority interests **************         21,902            —         21,902       42,022            —        42,022        98,269            343       98,612
          Total liabilities*****************      8,340,642    4,995,432 13,336,074       8,380,597      5,666,621 14,047,218       9,190,272     6,105,023    15,295,295
          Total shareholders’ equity********         64,382           —      64,382         196,501             —     196,501         519,626        63,669       583,295
          Total liabilities and shareholders’
            Equity *********************          8,405,024    4,995,432 13,400,456       8,577,098      5,666,621 14,243,719       9,709,898     6,168,692    15,878,590



          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, 1999, the Bank and the Group had GRD 696,504 million and GRD 825,517 million of Tier I
          capital and GRD 763,638 million and GRD 891,537 million of total capital, respectively.




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              The following table shows the EU capital adequacy ratios for the Bank and the Group at December 31, 1997,
          1998 and 1999.
                                                                                               Year ended December 31,
                                                                                  1997                   1998                 1999
                                                                         Tier I          Total    Tier I      Total    Tier I      Total

          Bank **************************************                    9.3%        11.9%         10.2%        11.7%     13.8%   15.1%
          Group**************************************                    7.9%        10.1%          8.9%        10.3%     13.4%   14.5%

          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 — European Economic and Monetary Union Could Have a
          Negative Effect on Our Results of Operations,’’ the European Council at the summit of leaders held on June 19
          and 20, 2000, ratified Greece’s accession to the third stage of EMU. It is the stated goal of the Greek government
          to participate in the third stage of EMU, resulting in the adoption of the euro as the legal currency in Greece. If
          Greece does participate in the third stage of EMU as planned, the drachma will be withdrawn from circulation no
          later than July 1, 2002. In the interim period, drachma-denominated coins and bills will remain legal tender along
          with the new euro-denominated coins and bills.
               If Greece does proceed with its participation in the third stage of EMU on January 1, 2001, the Bank may
          consequently experience both positive and negative effects on its financial condition and operating results. For
          example, accession by Greece to the euro is predicted to place downward pressure on interest rates in Greece as
          they converge with interest rates prevalent in other EMU countries. Lower interest rates in Greece should increase
          the value of the Bank’s bond portfolio, but may at the same time create pressure on the Bank’s lending margins.
          The introduction of the euro in Greece may also 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
          position to take advantage of any macroeconomic changes that may be brought about by the introduction of the
          euro in fending off other competitors. Also, although the conversion rate between the drachma and the euro was
          fixed on June 20, 2000 at 41.00 = GRD 340.75 for the purposes of Greece’s prospective participation in EMU on
          January 1, 2001, exchange rate fluctuations between the drachma and the euro prior to Greece’s entry in EMU
          may affect the euro equivalent of the drachma-denominated price of the Bank’s shares. The Bank’s management
          anticipates that Greece’s adoption of the euro will benefit the Bank’s results of operations in several other
          respects, including increases in fees and commissions in connection with capital markets activities and in the
          value of the Bank’s equity portfolio.
               The Bank may also experience increased expenses associated with the changeover to euro-denominated
          coins and bills. For example, the withdrawal of drachma-denominated coins and bills from circulation may
          impose costs on the Bank. The Bank may also incur 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 will need to be
          modified to list amounts in drachma and euros during the transition period in which drachma-denominated coins
          and bills remain in circulation along with the new euro-denominated coins and bills, and will need to be modified
          again to list amounts only in euros when all drachma-denominated coins and bills have been removed from
          circulation. The Bank may initiate a public relations program and a staff retraining program in anticipation of the
          introduction of the euro, and these programs will also result in additional costs to the Bank. Apart from costs
          associated with the Bank’s adaptation to the new currency, there may also be inadvertent costs caused by human
          errors, systems errors, and other unforeseen problems associated with the introduction of the euro. We are taking
          steps to ensure that all of our systems are euro-compliant, and these steps should mitigate some of the potential
          increased costs associated with the introduction of the euro.

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          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 commercial banks has decreased from 17 to 11. 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. In January 2000, EFG Eurobank S.A. and Ergobank S.A. announced their intention to merge and are
          predicted to have completed their legal merger by June 30, 2000. Additionally, the three banks which form part of
          the Piraeus Group are currently in the process of consolidating. See, in Item 4.B, ‘‘Business Overview —
          Competition.’’ Management believes that this trend toward consolidation may afford NBG the ability to expand
          its business in Greece as opportunities may arise.

          ITEM 6     DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
          A.   Directors and Senior Management
          Board of Directors
               The Governor is responsible for the management of the Bank, under the supervision of the Board of
          Directors. Currently, the Board of Directors is composed of fifteen members, including the Governor (who also
          serves as chairman) and three Deputy Governors. The members are elected by the shareholders at their annual
          general meeting. 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 elected by the Board of Directors for a
          term of three years. One-third of the Board of Directors retires by rotation each year, but retiring directors may be
          re-elected. Each of the three Deputy Governors reports to the Governor and is responsible for certain divisions 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 Karatzas Mr. Karatzas became Governor of the Bank in February 1996. He is 70 years old. He
                                                                                               ´              e
          is a graduate of the University of Athens Law School and the Centre des Hautes Etudes Europ´ ennes at the
          University of Strasbourg. From 1982 to 1985, he was chairman of ETEVA 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 six foreign bank
          subsidiaries of the Group. He is also chairman of the National Investment Bank for Industrial Development and
          of NBG International.
              The following divisions report directly to the Governor: Audit, Treasury, Secretariat, Legal, Human
          Resources, Human Resources Development, Domestic Network, Head Office and six Regional Administrations.

          Deputy Governors
               Theodoros Pantalakis Mr. Pantalakis, age 46, 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 and NBG Real Estate and General Warehouses, and is a
          board member of NBG Cyprus and SABA. He is a vice-president of the Board of Directors of the Athens Stock

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          Exchange. Additionally, he serves as the chairman of two non-Group companies, Phosphate Fertilizers Industries
          and the Athens Depository S.A., as well as vice-chairman of Heracles Cement and board member for Cosmote,
          also non-Group companies. 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 ETEVA
          in 1980. 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, Domestic Subsidiaries, Safekeeping, Property
          Management, Technical Services, Procurement and Information Technology Divisions report directly to
          Mr. Pantalakis.
               Andreas Vranas Mr. Vranas, age 48, became a Deputy Governor in September 1996. He is also vice
          chairman of the Board of Directors. He is chairman of the board of a number of companies within the Group,
          including Ethniki Leasing, National Company of Portfolio Investment and Ethniki Mutual Fund Management
          Company. He is vice-president of National Mortgage and Organization Company (‘‘NMOC’’). He is vice-
          chairman of Halkis Cement Company and Siemens Industrial S.A. and a board member of Hellenic Petroleum.
          He holds a Masters degree in finance from Manchester University, a degree in business administration from
          Athens University of Economics and Business, and a PhD in finance from the University of Athens. He
          previously worked for ETEVA from 1979 to 1985 and the Ministry of National Economy from 1985 to 1988
          before rejoining ETEVA.
               The Corporate Banking, Shipping Finance, Credit, Financial Restructuring and Non-Performing Loans
          Divisions report to Mr. Vranas.
               Apostolos Tamvakakis Mr. Tamvakakis, age 43, became the Deputy Governor of the Bank in July 1998.
          He is also Vice Chairman of the Board of Directors. Following the resignation of Nicholas Karamouzis as Deputy
          Governor of the Bank on June 22, 1999, Mr. Tamvakakis assumed most of Mr. Karamouzis’ previous executive
          responsibilities. He is also chairman or a board member of a number of companies within the Group. For
          example, he is chairman of NMOC and National Securities Company, as well as vice-chairman of National
          Insurance Co. and Stopanska Banka. Moreover, he is a member of the boards of ETEVA, NBG International,
          Atlantic Bank of New York, NBG Canada, NBG Cyprus, Diethniki Mutual Fund Management and BNG France.
          Outside the Group, he is also a member of Europay, a body of representatives of credit card organizations. In
          1996 he 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 Mortgage Credit, Consumer Credit, Risk Management, Marketing, Investment Banking, International,
          Custodian Services and Institutional Clients 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 69.
              Panagiotis Lambropoulos (former Managing Director, Retail Lambropoulos Bros. S.A.), age 72.
              Ioannis Panagopoulos, age 45, is an employee representative to the Bank’s board and is also a member of
              the board of National Securities Co. S.A.
              Christos Polyzogopoulos, age 52, is the president of the General Confederation of Greek Workers and is a
              member of the board of directors of OTE, the Greek telephone company.
              Panagiotis Zarras, age 55, is a Bank manager and employee representative to the Bank’s board.
              Additionally, Mr. Zarras is the vice-chairman of Ethniki Kefalaiou and a member of the board of directors of
              National Securities Co. S.A.

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              Nicolaos Kalogeropoulos, age 70, is the chairman of Ethniki Kefalaiou and vice-chairman of Cosmocar, a
              car dealer in Greece.
              Georgios Lanaras (shipowner), age 78, is a shipowner and vice-chairman of Protipos Ktimatiki.
              Vassilios T. Rapanos, age 52.
              Georgios Tsougiopoulos is a civil engineer and architect, age 69.
              Miltiadis Nektarios, age 47, is chairman of IKA, the Social Security Fund in Greece, as well as a board
              member of Ethniki Hellenic General Insurance Co.
              Pavlos Stellakis, age 42, is CEO and board member of NBG International, vice-chairman of the board of
              directors of ETEVA and chairman of both NBG Venture Capital Management and NBG International. He is
              also a board member of BNG France.

          Key Management
               Nicolaos Bertsos Mr. Bertsos, age 49, is president of Diethniki Mutual Funds and Ktimatiki Mutual
          Funds. He is also chairman of National Investment Co. He is a member of the Board of Directors of Elke, the
          Hellenic Center for Investment. He served as a Deputy Governor of the National Mortgage Bank from 1996-
          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 1994-1996. 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 continued his education at
          the University of Essex, where he received an MA in economics with a specialization in monetary and fiscal
          economics.
               Dimitris Pavlakis Mr. Pavlakis, age 48, is the chairman of ETEVA, the investment banking affiliate of the
          Group. He is also a board member of a number of companies within the Group. He is vice chairman of Diethniki
          Mutual Funds and NBG International. He is chairman of the National Regional Development Co. of Northern
          Greece S.A. as well as of various ETEVA subsidiaries. He is also Managing Director of Ethniki Mutual Fund
          Management Co. S.A. He was previously a vice-president of Salomon Brothers in New York and Managing
          Director of Ernst & Young Finance A.E. in Athens. He joined the Group in 1996. Mr. Pavlakis graduated from
          Dartmouth College in 1975 where he also received his M Eng and MBA degrees.
               Constantine Filippou Mr. Filippou, age 53, is General Manager 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 Auxilliary Capital Fund, member of the
          Hellenic Insurance Companies’ Union’s Accident Committee, and chairman of the Boards of Directors of
          Audatex Hellas S.A., Laiki Insurance Company S.A., and Garanta S.A. in Romania. Mr. Filippou received a
          degree in Management Studies from the Athens School of Commercial and Economic Sciences.
               Spyros Papaspyrou Mr. Papaspyrou, age 40, joined the Group in January 1998 as general manager of
          National Management and Organization Company, where he now serves as a managing director. He began his
          career at Citibank N.A. before joining the Interamerican Group as managing director of Interamerican Cards S.A.
          Immediately prior to joining the Group, Mr. Papaspyrou was manager of credit cards and loyalty programs for the
          Marinopoulos group of companies. He obtained a BSc in finance and management from the American College in
          Greece and an MBA from Aston University in the United Kingdom.
               Thomas O’Brien Mr. O’Brien, age 49, 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 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.

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          B.     Compensation

              For the 1999 financial year, the Bank granted approximately GRD 2,285 million in remuneration and
          benefits-in-kind to the officers of the Bank and the Board of Directors.

               The following table sets forth the net salary compensation received by the senior management of the Bank
          during the year ended December 31, 1999.
                                                                                                                                Net Salary
          Name                                                                                              Title              Compensation
                                                                                                                             (GRD in millions)
          Theodoros Karatzas ******************************************                           Governor                         45.8
          Nicolaos Karamouzis*****************************************                            Deputy Governor                  17.8(1)
          Theodoros Pantalakis*****************************************                           Deputy Governor                  34.3
          Apostolos Tamvakakis****************************************                            Deputy Governor                  34.2
          Andreas Vranas *********************************************                            Deputy Governor                  34.4
          (1) Reflects net payments to Nicolaos Karamouzis to June 22, 1999, at which time he resigned his position at the
              Bank.

              As at December 31, 1999, the members of the Board of Directors held, in aggregate, 38,072 shares in the
          Bank.

              In 1999, the Bank contributed approximately GRD 637 million to funds for the benefit of the officers of the
          Bank and the Board of Directors in respect of pension, retirement and similar benefits.

                In its fully subscribed rights issue in May 1999, the Bank also held aside 682,000 new shares that were
          distributed to employees. The employees purchased these shares at GRD 11,500 per share, the subscription price
          for existing shareholders. About 1,000 senior executives received a bonus related to their performance while the
          rest of the employees were rewarded based on rank and seniority.

          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 members of the Board of Directors of the National Bank
          of Greece.
          Name                                                                                             Start of Term         End of Term

          Theodoros Karatzas *******************************************                             February 22, 1996               2002
          Theodoros Pantalakis ******************************************                            March 18, 1996                  2001
          Andreas Vranas **********************************************                              September 4, 1996               2002
          Apostolos Tamvakakis *****************************************                             July 9, 1998                    2003
          H.E. The Metropolitan of Ioannina Theoklitos**********************                         June 28, 1994                   2001
          Panagiotis Lambropoulos ***************************************                            January 5, 1980                 2001
          Vassilios Rapanos ********************************************                             November 25, 1997               2001
          Ioannis Panagopoulos******************************************                             June 28, 1994                   2001
          Georgios Tsougiopoulos****************************************                             June 19, 1996                   2002
          Pavlos Stellakis***********************************************                            June 28, 1999                   2002
          Nicolaos Kalogeropoulos ***************************************                            September 4, 1996               2002
          Christos Polyzogopoulos ***************************************                            October 30, 1996                2003
          Georgios Lanaras *********************************************                             December 23, 1993               2003

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          Name                                                                                                Start of Term         End of Term

          Miltiadis Nektarios ******************************************** June 28, 1999                                               2003
          Panagiotis Zarras ********************************************* June 28, 1994                                                2003
                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. Fifth and 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.
                 The following list sets forth the members of the Bank’s audit committee:


                                                           Audit Committee Members
          Name

          Georgios Lanaras (Chairman)
          Nicolaos Kalogeropoulos (Vice Chairman)
          Panagiotis Lambropoulos
          Gikas Hardouvelis (Managing Officer)
          Agissilaos Karambelas (Managing Officer)
                                                    Audit Committee Alternate Members
          Name

          Georgios Tsougiopoulos
          Thomas Pliakos (Managing Officer)
          Heracles Hortarias (Managing Officer)
               The Bank has also commissioned a Financial Incentives Policy Committee, known as the ‘‘FIPC’’, to advise
          management on the payment of productivity bonuses to the Bank’s employees. In accordance with the Act
          No. 128/16.03.99 of the Governor of the central bank, the FIPC is chaired by the head of the Bank’s Personnel
          Division and is composed of the heads of the Bank’s Organization, Audit, 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 accordance with the Act No. 106/19.02.96 of the
          Governor of the central bank. 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

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          of the work and the amount of surplus value generated by the work. Once the review process is completed, the
          FIPC submits its report to the Bank’s management to facilitate decision-making.
                 The following list sets forth the members of the Bank’s remuneration committee:


                                                Remuneration Committee Members (FIPC)
          Name

          Thomas Pliakos (Chairman)
          Nicolaos Mallouchos
          Ioannis Papanikos
          Anthimos Thomopoulos
          George Giannisakis
          Constantine Ikonomopoulos

          D.     Employees
               The Bank employed a total of 15,744 full-time equivalent staff in Greece as at December 31, 1999,
          compared to 15,984 as at December 31, 1998. Additionally, in connection with our operations outside of Greece
          (including the Bank’s foreign branches), we employed more than 1,600 employees internationally, as at
          December 31, 1999. The table below sets forth the principal concentrations of our employees by geographic
          location, as at December 31, 1999:
                                                                                                                 Number of Group employees
          Country                                                                                                 (as at December 31, 1999)
          Greece ***************************************************************                                          18,484
          United States**********************************************************                                            353
          Cyprus ***************************************************************                                             309
          Canada **************************************************************                                              246
          South Africa **********************************************************                                            194
          United Kingdom *******************************************************                                             132
          Germany *************************************************************                                              100
          Albania **************************************************************                                              63
          Bulgaria**************************************************************                                              59
          France ***************************************************************                                              51
          Romania *************************************************************                                               43
          Egypt ****************************************************************                                              28
          Australia *************************************************************                                              8
          Sweden **************************************************************                                                5
          Belgium**************************************************************                                                4
              The average number of our full-time equivalent employees, as a Group, during the financial years ended
          December 31, 1997, 1998 and 1999 was 21,148, 20,930 and 20,090, respectively.




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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, 1999:
                                                                                                                  Number of Group employees
          Division                                                                                                 (as at December 31, 1999)
          Commercial and retail banking *******************************************                                        17,142
          Insurance *************************************************************                                           1,525
          Investment banking*****************************************************                                             556
          Asset management *****************************************************                                               91
          Other Group companies *************************************************                                             776

               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 a two-year collective wage
          agreement allowing pay rises of 3.4% in 1999 and 2.4% in 2000.
                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-day country-wide general strikes that occurred in Greece between
          1994 and May 2000, and in each instance the participation rate was low (approximately 20% or less) and 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 relations with the labor unions representing our employees.
               The Bank’s policy is to continue implementing its ongoing reduction strategy by a program of strictly
          limited hiring and natural attrition. As a result of this strategy, the total number of staff of the Bank fell from
          16,176 employees in 1997, to 15,984 in 1998 and 15,744 in 1999. New hirings are limited to specially-skilled
          professionals and people with special needs (including the disabled, children of veterans of World War II and
          children of families of four or more children, as required by Greek law). We expect this trend to continue. 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 child care. For employed persons, these programs replace the pensions and welfare schemes
          operated by the Hellenic Republic. Each company in 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 GRD 8.6
          billion 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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                In 1997, the Bank offered to its personnel 122,085 convertible bonds held by the Bank at GRD 17,000 each,
          NBG’s book value for these securities. Each bond was converted into two shares of the Bank on November 15,
          1998, and the shares were not entitled to dividends for fiscal year 1998. This offer was made as a bonus but was
          not linked to individual performance. Each employee received between five and 11 convertible bonds depending
          on his or her seniority. In 1998, the Bank offered a further 78,500 convertible bonds to its employees. This offer
          was made as a bonus but was not linked to performance. In addition, as part of a new incentive payment scheme,
          the Bank offered executives 14,500 convertible bonds. The distribution of these convertible bonds was related
          directly to the relative performance of the executives. In its rights issue in May, 1999, the Bank also held aside
          682,000 new shares to be distributed to employees as a bonus for fiscal year 1998. The employees were able to
          purchase these shares at GRD 11,500 per share, the subscription price offered to existing shareholders. Amounts
          distributed to executives depended upon performance as evaluated by each employee supervisor.

          E.     Share Ownership

               The table below sets forth information on the shareholdings of the members of the Bank’s Board of
          Directors as at May 26, 2000.
                                                                                                                        Number of
          Name                                                                                                            shares

          Theodoros Karatzas *****************************************************************                           15,820
          Theodoros Pantalakis****************************************************************                           16,240
          Andreas Vranas ********************************************************************                             6,440
          Apostolos Tamvakakis ***************************************************************                            4,571
          H.E. The Metropolitan of Ioannina Theoklitos *******************************************                        1,663
          Vassilios Rapanos ******************************************************************                            2,779
          Nicolaos Kalogeropoulos*************************************************************                               29
          Panagiotis Lambropoulos ************************************************************                                0
          Georgios Lanaras *******************************************************************                              182
          Miltiadis Nektarios *****************************************************************                             612
          Ioannis Panagopoulos ***************************************************************                              258
          Christos Polyzogopoulos *************************************************************                             943
          Pavlos Stellakis ********************************************************************                               0
          Georgios Tsougiopoulos *************************************************************                              520
          Panagiotis Zarras *******************************************************************                               5

               Members of the Bank’s Board of Directors own, collectively, less than 1% 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 228,080,452
          ordinary shares. No single shareholder beneficially owns more than 6.4% of the Bank’s shares (as at May 26,
          2000). The following table sets forth certain information regarding the NBG shareholders.




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                                                                                                                     After conversion of all
                                                                                                                    Mandatorily Convertible
                                                                                        As at May 26, 2000               Bonds by 2001
                                                                                      Number      Percentage        Number         Percentage
                                                                                      of shares     holding         of shares        holding

          Hellenic Republic(1) **********************************************    10,307,754                4.5      23,229,950          9.6
          State-related Entities(2) *******************************************  79,284,310               34.8      79,284,310         32.9
          Other NBG subsidiaries (including Ethniki Kefalaiou) ***************** 11,404,911                5.0      11,404,911          4.7
          Hellenic Finance S.C.A.(3) ****************************************    14,560,681                6.4      14,560,681(4)      6.1
          Other investors ************************************************* 112,522,796                   49.3     112,522,796         46.7

          (1) Through DEKA.
          (2) Includes only state-related entities most of whose boards of directors are appointed by the Hellenic Republic
              but excludes DEKA. With respect to the ‘‘State-related Entities’’ described in the table above, as at May 26,
              2000, the Bank’s second largest shareholder is the Postal Savings Bank, which owned 12,658,079 shares
              (5.5% of NBG’s outstanding shares).
          (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.
          (4) Assumes no exchange of exchangeable bonds issued by Hellenic Finance S.C.A. for shares of the Bank.
              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, 1997, for the three years ended
          December 31, 1997, 1998 and 1999, respectively, and as at May 26, 2000.
                                                                                                      Number         Share
                                        Shareholder                                     Date          of Shares      Capital        Percentage

          DEKA *********************************************************    01-01-1997                   809,610    15,883,352         5.1
                                                                            12-31-1997                 1,793,388    22,581,298         7.9
                                                                            12-31-1998                 2,200,130    35,401,744         6.2
                                                                            12-31-1999                 3,005,834   162,914,608         1.8
                                                                            05-26-2000                10,211,531   228,080,452         4.5
          Postal Savings Bank********************************************** 01-01-1997                   758,554    15,883,352         4.8
                                                                            12-31-1997                 1,101,291    22,581,298         4.9
                                                                            12-31-1998                 1,345,550    35,401,744         3.8
                                                                            12-31-1999                 7,741,485   162,914,608         4.8
                                                                            05-26-2000                12,658,079   228,080,452         5.6

              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 309 record holders of the Bank’s
          shares and nine record holders of the Bank’s ADRs in the United States, as at June 16, 2000, and the portion of
          the Bank’s shares held in the United States as a percentage of total shares outstanding was 2.7% as at that date.

          State Interests
               The Hellenic Republic, through DEKA, currently directly controls approximately 4.5% of the issued share
          capital of the Bank. The Hellenic Republic and certain state-related entities, primarily pension funds (most of
          whose boards of directors are appointed by the Hellenic Republic) control shares representing approximately
          39.3% of the issued share capital of the Bank. On November 15, in each of the years 2000 and 2001, the Hellenic
          Republic will acquire, in the aggregate, an additional 12,922,196 shares upon conversion of the mandatorily
          convertible bonds due 2001 issued by the Bank, referred to in this Annual Report as the ‘‘Mandatorily
          Convertible Bonds,’’ that the Hellenic Republic holds.

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                The Hellenic Republic, acting through DEKA, sold to Hellenic Finance S.C.A. 3,939,391 shares of the Bank
          and Mandatorily Convertible Bonds which on November 15, 1999 were converted into an additional 6,461,096
          shares of the Bank. Hellenic Finance S.C.A. purchased those shares and Mandatorily Convertible Bonds in
          connection with its issuance on June 30, 1999 of 2% bonds due 2003 that are exchangeable into shares of the
          Bank. After conversion of the Mandatorily Convertible Bonds on November 15, 1999, and the four for ten bonus
          issue in April 2000, Hellenic Finance S.C.A. holds 14,560,681 shares of the Bank. 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. Assuming all of the bonds are eventually exchanged into shares of the Bank, the Hellenic
          Republic’s (including certain state-related entities, most of whose boards of directors are appointed by the
          Hellenic Republic) participation in the Bank’s equity will be approximately 42.5% by the end of 2001.
               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 (1) the conversion of the Mandatorily Convertible Bonds in 2000 and 2001 and (2) the repurchase
          of all 14,560,681 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
          48.6%, 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. See ‘‘Risk Factors — Historically, the Hellenic Republic Has Exerted
          Influence on Our Operations and Could Influence Them in the Future’’ in Item 3.D.

          B.   Related Party Transactions
               There are no loans or transactions between the Bank and any related parties other than those made on usual
          terms and conditions and in the ordinary course of business, but see Note 29 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 13.1% 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 is not
               expected to have a material adverse effect on the consolidated financial condition of the Bank.

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          8.   The Bank pays dividends out of:

               )   net profits of the preceding financial 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 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.

                The 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 fiscal 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.

               However, according to Greek Emergency Law 148/67, as amended by Greek Law 876/79, a majority of the
          shareholders that represent at least 80% of the paid-up share capital may vote not to pay the minimum required
          dividend at a given General Meeting of the shareholders. If this occurs, the undistributed dividends are converted
          into new share capital. The undistributed dividends may be transferred into reserves or otherwise applied as
          directed by a resolution of the shareholders, passed by a majority vote representing at least 95% of the paid-up
          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. 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,
          ‘‘Key Information — 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, 1999, the date of the last
          audited financial statements included in this Annual Report, please see Note 41 to the U.S. GAAP Financial
          Statements which describes post balance sheet events.




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          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 Athens Stock Exchange for the five most
          recent financial years are shown below, expressed in drachma.
          Year                                           High (date)                                      Low (date)

          1995 *****************************             1,693 (on August 9)                              1,245 (on March 29)
          1996 *****************************             1,907 (on December 31)                           1,433 (on January 2)
          1997 *****************************             5,169 (on May 28)                                1,982 (on January 2)
          1998 *****************************             10,709 (on December 31)                          2,732 (on January 29)
          1999 *****************************             20,211 (on September 20)                         10,726 (on January 13)

              The quarterly high and low market prices of the Bank’s shares on the Athens Stock Exchange for the two
          most recent financial years are shown below, expressed in drachma.
          Quarter                                        High (date)                                      Low (date)

          Q1   1998 **************************           5,057 (on March 26)                              2,732   (on   January 29)
          Q2   1998 **************************           7,862 (on April 23)                              5,007   (on   April 1)
          Q3   1998 **************************           9,493 (on July 31)                               6,536   (on   September 21)
          Q4   1998 **************************           10,709 (on December 31)                          5,091   (on   October 12)
          Quarter                                        High (date)                                      Low (date)

          Q1   1999 **************************           16,182    (on   March 19)                        10,726   (on   January 13)
          Q2   1999 **************************           17,029    (on   May 24)                          12,912   (on   April 1)
          Q3   1999 **************************           20,211    (on   September 20)                    14,571   (on   July 13)
          Q4   1999 **************************           17,429    (on   October 1)                       14,679   (on   November 24)

               For the quarter following the most recent financial year, the high and low market prices of the Bank’s shares
          on the Athens Stock Exchange are shown below, expressed in drachma.
          Quarter                                        High (date)                                      Low (date)

          Q1 2000 **************************             18,379 (on February 11)                          15,357 (on January 26)

              The monthly high and low market prices of the Bank’s shares on the Athens Stock Exchange for the six
          most recent months are shown below, expressed in drachma.
          Month                                          High (date)                                      Low (date)

          December 1999 ********************             17,286    (on   December 30)                     15,500   (on   December 23)
          January 2000 **********************            17,686    (on   January 3)                       15,357   (on   January 26)
          February 2000 *********************            18,379    (on   February 11)                     15,850   (on   February 1)
          March 2000 ***********************             17,536    (on   March 30)                        16,043   (on   March 14)
          April 2000 ************************            17,729    (on   April 10)                        14,379   (on   April 18)
          May 2000*************************              17,050    (on   May 16)                          16,005   (on   May 2)
               The quarterly 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.
          Quarter                                        High (date)                                      Low (date)

          Q4 1999 **************************             10.54 (on December 13)                           8.75 (on November 24)
          Q1 2000 **************************             10.67 (on January 3)                             8.97 (on February 1)




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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 1999 ********************              10.53 (on December 13)                           9.55   (on   December 23)
          January 2000 **********************             10.67 (on January 3)                             9.02   (on   January 31)
          February 2000 *********************             10.45 (on February 14)                           8.97   (on   February 1)
          March 2000 ***********************              9.82 (on March 28)                               9.11   (on   March 15)
          April 2000 ************************             9.91 (on April 11)                               8.22   (on   April 28)
          May 2000*************************               9.19 (on May 30)                                 8.31   (on   May 2)
               No significant trading suspensions with respect to the Bank’s shares have occurred on the Athens Stock
          Exchange during the past three years ended December 31, 1997, 1998 and 1999, 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 Athens Stock Exchange, as well as the stock exchanges of Frankfurt,
          Copenhagen and Luxembourg. In addition, the Bank’s GDRs are listed on the London Stock Exchange and its
          ADRs are listed on the New York Stock Exchange.

          The Athens Stock Exchange
          General
                The Athens Stock Exchange was established in 1876, initially for the trading of Government bonds and the
          shares of the Bank. 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
                                                                                       ee
          corporate status was transformed into a company limited by shares (soci´ t´ 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 of December 31, 1999.
              From January 1, 1999 to December 31, 1999, the average daily volume on the Athens Stock Exchange was
          GRD 235.8 billion. At December 31, 1999, 294 companies had shares listed on the Main and Parallel Markets of
          the Athens Stock Exchange. In relation to the market capitalization of the Athens Stock Exchange, at
          December 31, 1999:
               )    224 companies had 264 shares listed on the Main Market of the ASE, and 70 companies had 72 shares
                    listed on the Parallel Market;
               )    the total market capitalization was GRD 67.3 trillion;
               )    the top 20 companies accounted for approximately 44.2% of the total market capitalization; and

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               )   the Group’s market capitalization represented GRD 5.17 trillion or approximately 7.7% of the total
                   market capitalization on the ASE.

               The ASE and the Athens Derivatives Exchange are the only stock 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 Athens Stock Exchange is supervised by the Ministry of National Economy. A Commissioner is in
          charge of supervising the ASE and attending its daily trading sessions. 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, the securities markets function
          properly, investors have adequate protection and securities laws are enforced.

               The Athens Stock Exchange is governed by a board of directors, which consists of nine members appointed
          for three-year terms. The board of directors has the responsibility, along with others, for:

               )   management of the ASE and its finances;

               )   public representation of the ASE;

               )   the ASE’s daily operation;

               )   admission 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 Athens Stock Exchange. At
          December 31, 1999, there were 75 members of the ASE, the vast majority of which are brokerage firms limited
                         ee
          by shares (soci´ t´ 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 GRD 1 billion 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 GRD 200 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 Athens Stock Exchange is also subject to the granting of membership to an Investment
          Services Company by the ASE.

                ‘‘Introducing Brokers,’’ also known as ELDE, 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 ELDE 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 60 leading Greek companies. The Bank constitutes
          approximately 12.3% of the index, as of December 31, 1999.
               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 (through May 31, 2000) ************************************** 5,795.0                               3,952.0   4,608.0
          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 20.1%
          of the FTSE/ASE-20 Index, as of December 31, 1999. On December 9, 1999, another composite index was
          introduced, the FTSE/ASE Mid 40, which is made up of 40 medium capitalization companies.
              59 Greek securities belonging to 56 companies listed on the ASE have recently entered the
          FT/S&P-Actuaries World Index. Two of these securities are issued by companies in the Group, the Bank and
          Ethniki Hellenic General Insurance S.A.

          Trading on the ASE
               The Athens Stock Exchange is open for business every week from Monday to Friday, except for public
          holidays. The market is open between 10:30 a.m. and 2:15 p.m., Athens time. Trading sessions are preceded by a
          pre-opening session of 30 minutes. During the pre-opening session, members of ASE input ‘‘limit orders,’’ which
          are orders for a given security at a specific price, or ‘‘market orders,’’ which are orders priced at the security’s
          opening price.
               This pre-opening order information is used to determine the opening price of the day for each listed security.
          The opening price of the day is established based on the limit orders for a security that are placed in an
          electronically-matched order system during the pre-opening session, while market orders get time priority for
          execution soon after the opening of the market. The opening price purports to maximize the opening trading
          volume of a given security. When two prices produce the same maximum volume, the price closest to the
          previous closing price is selected. If their differential from the previous close coincides, the system will select the
          highest price of the two. If a ‘‘no limit’’ order (an order where the price is not specified) exists, then the system
          uses the previous closing price as the opening price.
               Orders are executed by means of an electronic matching-order system into which ASE members place order-
          entries. Buy orders with the highest price for any given security are matched with those sell orders with the
          lowest price for that security. If two buy or sell orders are entered at the same price, the system executes the order
          that was entered first. Shares may be traded in blocks of one, five, ten, or 25 shares according to the trading lot set
          for each security.
               The price of a security listed on the ASE on a certain day is not permitted to fluctuate more than 10% from
          the closing price of the previous day. In the case of securities that are in a ‘‘monitored trading’’ status, the ASE
          may reduce the limit on fluctuation to 5%. Newly-listed securities are allowed to fluctuate freely during the first
          three sessions of their listing. Fluctuation is controlled through the electronically-matched order system, which

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          can control prices by not executing any order at a price higher than the highest end or lower than the lowest end
          of the 10% fluctuation limit.
               Trades of equity securities with a value exceeding GRD 200 million may be conducted outside the electronic
          trading system, with the express approval of the ASE’s Trading Committee. These are known as block trades.
          Block trades may take place at prices of:
               )   at 100% of the most recent transaction share price, when the block trade ranges from more than GRD
                   200 million to GRD 400 million;
               )   no more than 105% and no less than 95% of the most recent transaction share price, when the block
                   trade ranges from more than GRD 400 million to GRD 800 million; and
               )   no more than 110% and no less than 90% of the most recent transaction share price when the block trade
                   amounts to more than GRD 800 million.
             Block trades of a transaction value of up to GRD 400 million require the approval of the ASE’s Trading
          Committee. Block trades exceeding GRD 400 million in value require the approval of the ASE’s Trading
          Committee and of the President of the ASE.
                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 GRD 50 billion
          of majority Greek government-owned listed companies’ shares or block trades of shares of listed companies with
          total assets exceeding GRD 500 billion; (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 GRD 5 billion; and (v) for transfers of
          share blocks in the context of an IPO and/or a private placement as long as they are regulated by an ad hoc ASE
          board of directors decision.
               In each block trade a maximum number of three sellers and three buyers is allowed.
               Matched order transactions are not allowed on the ASE with the exception of block trades. Matched orders
          in the form of block trades are executed outside the electronic trading system. Transactions with a value of up to
          GRD 200 million pertaining to the transfer of no less than 5% of a company’s outstanding shares are treated as
          block trades and therefore can be executed by a matched order.
               Prices of all securities listed on the Athens Stock Exchange 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
                           ee
          form of a soci´ t´ 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

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          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. During times of heavy
          volume trading, delays may be experienced and settlement may require up to seven days.
                Once a transaction involving crossing of shares on the Athens Stock Exchange 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 sold shares 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. In case the seller sells part of the shares that were represented in his Depositary
          Document, the remaining shares after the sale are delivered to it in the form of a new Depositary Document in its
          name.
                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.
               Shareholders holding either registered Depositary Documents or bearer Depositary Documents are entitled
          to exercise their rights and privileges by reference to the Depositary Document.
               By virtue of Law 2396/96, as amended by Greek Laws 2533/97 and 2651/98, dematerialization of listed
          shares has been introduced. In a dematerialized trading and safekeeping 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 is run centrally by the CSD, and remote terminals have been installed in all
          ASE members and custodian banks.
              The dematerialization of the market commenced in March 1999 and the market is almost fully
          dematerialized.
               In the dematerialized environment, instead of endorsing and delivering his Depositary Documents to his
          broker, 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 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.
               The settlement and clearing procedures described above apply also to the dematerialized ASE transactions.
               NBG shares commenced being traded in book-entry form on July 7, 1999.

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               According to Law 2731/99, shares acquired by Privatization Certificate holders exercising exchange rights
          are transferred outside the facility of the ASE.
                Finally, under Greek law, a person is prohibited from entering into sales of securities on the Athens Stock
          Exchange if such person does not have full and encumbered title to, and possession of, the securities being sold at
          the time the order is submitted to his broker. Thus, ‘‘short sales’’ of securities listed on the ASE are not permitted.

          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: Formation of Additional Exchanges
               In 1997, Greek Law 2533/97 created a derivatives exchange modeled after other European derivatives
          exchanges. The Athens Derivatives Exchange, known as ‘‘ADEX,’’ will operate separately from the Athens Stock
          Exchange. The ADEX is organized as a corporate entity and has a share capital of GRD 3.0 billion. Its
          shareholders include the ASE and various institutional investors. The ADEX’s Board of Directors designates the
          derivatives instruments that may be traded.
               Greek Law 2533 also established two organized markets within the Athens Stock Exchange:
               )   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 certificates,
          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 2651/98 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: Formation of the ‘‘New Market’’
              Pursuant to the provisions of Law 2733/99, a new stock market (the ‘‘New Market’’) has been formed on the
          Athens Stock Exchange 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.
               Law 2733/1999, inter alia, provides that credit institutions or investment services companies which, by
          virtue of Law 2396/96 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 Athens Stock Exchange.

          D.   Selling Shareholders
               Not applicable.

          E.   Dilution
               Not applicable.

          F.   Expenses of the Issue
               Not applicable.

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          ITEM 10     ADDITIONAL INFORMATION
          A.   Share Capital
               Not applicable.

          B.   Memorandum and Articles of Association
               See Exhibit 1 in this Annual Report for our Articles of Association (and English translation thereof), as most
          recently amended on April 18, 2000 to reflect the share capital increase resulting from our April 2000 bonus
          issue. The Bank’s Articles of Association (the ‘‘Articles’’) are the Bank’s sole constitutional document.
               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
                                                                   ee
                    and abroad, as shall be allowed to banking Soci´ t´ s 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 as follows:
                                (a)    To extend all types of loans, credits or guarantees;
                                (b)    To acquire or assign claims thereunder;
                                (c)    To provide intermediary services in the financing of business, inter-business
                                       cooperation or in the underwriting of share capital issues through public subscrip-
                                       tion or bond issues; also to represent bond holders or other lenders;
                                (d)    To borrow funds, obtain credits or guarantees and issue bond loans;
                                (e)    To accept cash deposits or other refundable funds, in drachmae and in foreign
                                       exchange or in foreign currency;
                                (f)    To purchase, sell, safekeep, manage or collect negotiable instruments; also
                                       securities (whether quoted on the Stock Exchange or not), foreign exchange or
                                       foreign currency;
                                (g)    To issue and manage means of payment (credit cards, travellers cheques and
                                       letters of credit);
                                (h)    To participate in security issues and provide related services;
                                (i)    To provide consulting services to companies in respect of the capital structure,
                                       industrial strategy and related matters; also to provide consultation and services
                                       with regard to mergers, acquisitions or liquidation of companies;
                                (j)    To provide intermediary services in the interbank markets;
                                (k)    To manage portfolios and provide related consulting services;
                                (l)    To provide credit information reports;
                                (m)    To lease safe deposit boxes; and
                                (n)    To participate in businesses at home and abroad.

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                         The Bank may establish foundations under Article 108 of the Greek Civil Code and firms
                    under Article 784 of such Code, engaged in cultural, educational and financial activities, as well as
                    participate in such firms already existing.
               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 2190/20, 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.’’
              (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
          of the Bank’s shareholders (‘‘General Meeting’’), dividends must be paid to shareholders within two months of
          the date on which the Bank’s annual financial statements were approved. Dividends are forfeited to the Hellenic
          Republic if they are not claimed by shareholders within five years following December 31 of the year in which
          they were declared.
               (b) Under Article 8 of the Bank’s Articles, all of the Bank’s shareholders have the right to participate in
          General Meetings, and the number of each shareholder’s votes at such meetings shall be equal to the number of
          his or her shares because each of the Bank’s shares entitles its holder to one vote.
               Pursuant to Article 19 of the Bank’s Articles, the Bank’s Directors are elected by the General Meeting, with
          each Director elected for a term of three years, and with one-third of those terms to be subject to renewal each
          year. 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. In this Item 10.B, see 3(a), above.
               (d) On a liquidation of the Bank, a General Meeting shall appoint three liquidators, who shall exercise all
          such powers of the Board of Directors necessary or related to the procedure and objects of liquidation. The
          liquidators shall take an inventory of corporate assets, draw up and publish liquidation financial statements in the
          press and in the Greek Government Gazette. Subsequently, the General Meeting shall approve the liquidation
          financial statements and the net balance of the corporate assets left after discharge of the debts of the Bank shall
          be distributed to the shareholders in cash, in proportion to the capital percentage represented by their shares.

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               (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 shareholder’s obligations. See Article 15(2) of the Bank’s Articles in Exhibit 1 to this Annual Report.
               (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 703/77, as amended by Greek Law 2296/95, Greek
          Law 2323/95 and Greek Law 2741/99.
               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 (or
          a bond loan convertible into the Bank’s shares is issued), preference rights on all the 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 set forth in Article 15(2) and Article 16(2) of the Bank’s Articles, described above.
                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 considered necessary by the Board or pursuant
          to a request of holders of 5% or more of the paid-up share capital.
               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
                                                                                                     ee
          branch of the Bank or with the Deposit and Loan Fund or with any banking soci´ t´ 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.

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              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 participa-
          tions 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.

          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 Athens Stock Exchange as well as government bonds and treasury bills. Repatriation of capital and
          dividends and any other income on securities is, subject to the points below, fully deregulated.
               In order to enjoy the benefits of these currency rights, foreign investors must hold the following certificates:
               )    the certificate of a broker or other relevant person evidencing the purchase of the securities;
               )    the certificate of the issuer as to the entitlement to the payment of dividends; and
               )    in the event of the sale of securities, the certificate of a broker, or some other form of written proof, that
                    the relevant securities were purchased with foreign currency converted into Greek drachmas or sold for
                    drachmas in Greece with a view to the export of the sale proceeds.

          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.

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          E.   Taxation
                The following is a summary of the 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 in connection with the Global Offering. For the purposes of this
          summary, a ‘‘U.S. Holder’’ is an individual citizen of or resident in the U.S., a corporation or partnership
          organized under the laws of the U.S. or any state thereof or the District of Columbia or any other entity that
          otherwise is subject to U.S. federal income tax on a net income basis in respect of shares or ADRs. 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 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 and Holders whose ‘‘functional currency’’ is not the U.S. dollar. This summary is based
          upon current U.S. law 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,
          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.

          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 U.S. 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 dividends paid by the Bank to a 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 gross amount of dividends paid in Greek drachmas (or any successor or other foreign 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 Bank of New York, in its capacity as depositary, in the
          case of the ADRs) regardless of whether the payment is in fact converted into dollars. If the Greek drachmas (or
          any successor or other foreign 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 Greek
          drachmas 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. A U.S. Holder will have a
          basis in any Greek drachmas distributed equal to their U.S. dollar value on the date they are received (including

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          by The Bank of New York in the case of ADRs). Any gain or loss recognized upon a subsequent disposition of
          Greek drachmas will generally be ordinary income or loss.
              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 U.S.

          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
          gain or loss. 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.
               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 the separate limitation calculation 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. 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.
              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 U.S. for 183 days or more in
          the taxable year of such sale and certain other conditions are met.

          U.S. Backup Withholding
               Noncorporate U.S. Holders may be subject to backup withholding at a rate of 31% on the payment of
          dividends on, and the proceeds received from the disposition of, shares or ADRs. Backup withholding will apply
          only 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 social security number, (ii) furnishes an incorrect TIN, (iii) is
          notified by the IRS that it has failed to properly report payments of interest and dividends or (iv) under certain
          circumstances, fails to certify, under penalty of perjury, that it has furnished a correct TIN and has not been
          notified by the IRS that it is subject to backup withholding for failure to report interest and dividend payments.
              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 of any backup withholding withheld from a payment to a U.S. Holder 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

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          that the required information is furnished to the IRS. Finalized Treasury regulations generally expand the
          circumstances under which backup withholding may apply for payments made after December 31, 2000.

          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 proposed Treasury Regulations which are not yet in effect 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), 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 1999 (the latest period for which the determination can be made) and, based further on 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. In addition, there can be no assurances that the proposed
          regulations will be finalized in their current form.
               If for any year in which a U.S. Holder held shares or ADRs the Bank were 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. Because
          the shares will be listed on the Athens Stock Exchange, the Bank expects that U.S. Holders should be eligible to
          make a mark to market election with respect to the ADRs and shares. Such election cannot be revoked without
          the consent of the IRS unless 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.

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              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 U.S. Securities Act of 1933, as amended (known as the ‘‘Securities Act’’), with respect to
          its ordinary shares offered in the U.S. 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, 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 Seven World Trade Center, Suite 1300, New York, New York 10048 and the Northwest
          Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material and
          any part thereof will also be available by mail from the Public Reference Section of the U.S. Securities and
          Exchange Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Also, certain
          reports and other information concerning NBG will be available for inspection at the offices of The New York
          Stock Exchange, 20 Broad Street, New York, New York 10005.
               NBG will furnish The Bank of New York, as depositary, with annual reports which will include a
          description of its business and annual audited consolidated financial statements prepared in accordance with
          U.S. GAAP. NBG currently intends to furnish its shareholders with semi-annual reports which will include
          unaudited interim consolidated financial information 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 sharehold-
          ers 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.

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          J.   Relationship with the Hellenic Republic
          Shareholding

               The Hellenic Republic, through DEKA, directly controls approximately 4.5% of the issued share capital of
          the Bank, as at May 26, 2000. The Hellenic Republic and certain state-related entities, primarily pension funds
          (most of whose boards of directors are appointed by the Hellenic Republic), have the power to vote shares
          representing approximately 39.3% of the issued shares. Following this offering and assuming

               (1)    the conversion of the Mandatorily Convertible Bonds into 12,922,196 shares in 2000 and 2001 and

               (2)    the repurchase of all 10,400,487 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 48.6%, assuming no other acquisitions or dispositions of shares by such party during that
          period.

               The remaining shares are held by institutional and retail investors in Greece and institutional investors
          internationally. See ‘‘Risk Factors — Historically, the Hellenic Republic Has Exerted Influence on Our
          Operations and Could Influence Them in the Future’’ in Item 3.D.

          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 following this offering are likely to allow the Hellenic Republic continued influence
          over decisions relating to matters submitted to shareholder vote, including election of the Governor and other
          members of the Bank’s Board of Directors, even though its direct and indirect holdings amount to less than a
          majority of the outstanding shares. As long as the Hellenic Republic retains effective control over such shares, it
          will have the power to nominate the Governor of the Bank and members of its Board of Directors for election.
          Historically, when a general election in Greece has resulted in a new government, the existing Governor and
          certain other members of senior management of the Bank have been replaced by persons selected by the new
          government. Accordingly, there can be no assurance that the current senior management of the Bank will
          continue to serve in their current capacities or that the initiatives and policies implemented by the current
          management of the Bank will not be discontinued by a new government.

          Republic as Customer

               The Hellenic Republic, including state-related entities, is the largest customer of the Bank in terms of loans
          and deposits. At December 31, 1999, approximately 14.1% of the Bank’s outstanding gross loans were to the
          Hellenic Republic and state-related entities, and approximately 6.3% of the Bank’s deposits were from the
          Hellenic Republic and state-related entities.

               The commercial relationship between the Bank, the Hellenic Republic and other state-owned enterprises is
          conducted on a normal ‘‘arm’s length’’ basis. The Group’s senior management believes that the commercially-
          oriented strategy currently being implemented will continue for the foreseeable future.

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          Republic as Sovereign
               The Bank is subject to the regulatory authority of the central bank, the Bank of Greece. Historically, the
          Bank’s operations and commercial decision-making, like those of other state-controlled banks, were influenced
          by political and budgetary objectives of the government in power. For example, in the 1980s, the Bank was
          required to extend loans to, and make equity investments in, troubled companies deemed to be important to the
          national interest. These loans and investments were undertaken with little consideration for the credit quality of
          such companies. See Item 4.B. Accordingly, actions by the Greek Government could have a significant impact on
          the Bank’s financial condition, results of operations and prospects or on the market price of NBG’s shares and the
          ADRs.

          Privatization
               In October 1998, the Hellenic Republic issued two series of privatization certificates. The terms of the
          privatization certificates provide their holders with a right to receive preferential allocations of shares in future
          privatization offerings by the Hellenic Republic, including future offerings of shares by the Bank.

          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 hold sizeable positions of Greek government bonds
          in our investment portfolio in order to benefit from the convergence of Greek long-term interest rates to the lower
          interest rates of the countries participating in EMU and make best use of excess liquidity. We also 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 to institutional investors
          abroad.
               We are active in drachma-denominated interest rate swaps and cross currency swaps generally on behalf of
          corporate clients. We are also active in hedging the fixed interest rate exposure of the Bank’s Greek government
          bonds. The majority of the drachma interest rate risk that we carry on our swap portfolio is hedged against
          drachma-denominated Greek government bonds. The net interest rate exposure of the swap portfolio, taken
          together with its bond hedges, is minimal and confined to credit spread risk.
               We are also active in the interbank deposit market (denominated in drachma and all 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-drachma 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 the Greek government bonds trading activity.
          We are positioned for the convergence of Greek long-term interest rates to those of Germany in the period to
          January 1, 2001, the anticipated entry date for Greece’s participation in EMU.
               We enter into futures contracts on medium- and long-term German government bonds in order to hedge our
          fixed-interest rate exposure arising on 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

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          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 as it carries Greek government bonds as hedges to
          the swap portfolio. The money market business is geared towards market making and 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.
          10-year equivalent positions).

          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 volatility in short-term drachma 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. With respect to
          the hedging of Greek government bonds with future contracts on German government bonds, we expect Greek
          long-term rates to converge with those of Germany and other countries participating in EMU at the time Greece
          expects to participate in EMU (January 1, 2001). 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 Athens Interbank Offered Rates (three month, six month and 12 month
          Athens interbank rates) up to the end of the year and EURIBOR thereafter, assuming Greece enters the third
          stage of EMU by that date. We expect that, when Greece enters EMU, the asset swap spreads of the domestic
          sovereign debt will be reduced as in the case of other EU member states which followed the same course into
          EMU. We will suffer losses if the asset swap spreads of Greek sovereign debt widen. However, we have ample
          liquidity to fund our positions to maturity and would not be forced to liquidate any of these positions.
               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 605 branches and sub-branches, and its domestic customer deposit base
          accounts for 30.2% of the Greek deposit market (as at December 31, 1999). This provides us with sufficient
          drachma 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 are an active market maker in the foreign exchange market, trading in all major currencies against the
          drachma. 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-drachma 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-drachma denominated expenses are largely offset by our non-drachma denominated
          revenues, our foreign exchange risk is low.

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               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 and
          Egypt, all of which are considered emerging markets.
               Our primary focus is to service our Greek corporate clients expanding their activities in these countries and
          provide them with a full range of services. In these markets, we have a local funding base (consisting of retail,
          corporate and interbank deposits) and invest in short-term domestic sovereign debt. We also place excess liquidity
          with local branches of international banks or the most creditworthy domestic financial institutions. Our strategy is
          to minimize open foreign exchange positions in these countries and to hold a largely matched interest rate
          exposure profile. Foreign exchange and interest rate positions arising from our presence in emerging markets are
          centrally monitored on a daily basis by our Treasury and Risk Management Divisions and are reported to the
          local supervisory authorities, as required.
              We are a primary dealer of local sovereign debt in Romania where we are also active in the secondary
          market of domestic treasury bills with maturities of up to six months.

          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 which reprice or mature within a relatively short period of time have a fair value
          which approximates their carrying amount. However, for the purposes of the sensitivity analysis below, we
          included assets and liabilities which 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 the on and off-balance sheet financial instruments held as at December 31, 1999. The analysis
          below was performed based on the following assumptions:

          Balance sheet items
               )   All balance sheet items have been revalued assuming both a 1% and 2% (i.e., 100 and 200 basis points)
                   increase and both a 1% and a 2% (i.e., 100 and 200 basis points) decrease in interest rates across the
                   maturity ladder (i.e. ‘‘parallel shift of the yield curve’’).
               )   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 Greek drachma, the Athens Interbank Offered Rate, hereafter referred to as
                   ‘‘ATHIBOR,’’ was used; for instruments denominated in foreign currencies, the London Interbank
                   Offered Rate, commonly referred to as ‘‘LIBOR,’’ and the European Interbank Offered Rate, commonly
                   referred to a ‘‘EURIBOR,’’ were 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.

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               )   All other variables, such as foreign currency exchange rates, were held constant.

          Off-balance sheet items
               )   All off-balance sheet items have been revalued assuming both a 1% and a 2% (i.e., 100 basis points)
                   increase and both a 1% and a 2% (100 and 200 basis points) decrease in interest rates across the maturity
                   ladder, (i.e., ‘‘parallel shift of the yield curve.’’)
               )   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 Greek drachma, ATHIBOR was used; for derivative instruments denomi-
                   nated in foreign currencies, LIBOR was used.
               )   The swap yield curves were used as the basis for valuing derivative instruments with over one year to
                   maturity or repricing. The yield curves were adjusted parallel to the changes in interest rates.
               )   All other variables, such as foreign currency exchange rates, were held constant.
                                                                  December 31, 1999               Market Value Change          Market Value Change
                                                                 Carrying
                                                                 amount     Fair value             +100bps    –100bps          +200bps     –200bps
                                                                                                   (GRD in millions)
          Assets:
          Obligatory deposits with central bank********          1,903,605        1,903,605          (2,506)           2,506     (5,013)     5,013
          Federal funds sold and securities purchased
             under agreements to resell ***************             49,739           49,739            (318)            318        (636)       636
          Interest bearing deposits with banks *********         1,161,717        1,161,620            (933)            931      (1,866)     1,863
          Money market investments*****************                 52,897           52,897             (96)             96        (191)       191
          Securities
             Trading ******************************              3,484,679       3,484,679         (49,610)        53,122      (105,649)   119,024
             Available for sale and held to maturity *****       2,793,360       2,841,795         (53,812)        56,976      (109,854)   117,658
          Loans**********************************                4,637,455       4,723,770         (18,722)        19,286       (37,724)    39,984
          Total interest rate sensitive assets*************     14,083,452      14,218,105        (125,997)       133,235      (260,933)   284,369
          Liabilities
          Deposits******************************** 12,902,991 12,903,375                           (15,612)           15,612    (31,225)    31,225
          Central bank borrowings ******************             95,652     95,652                     (40)               40        (80)        80
          Securities sold under agreements to repurchase        752,848    752,808                    (731)              731     (1,462)     1,462
          Other borrowed funds*********************              60,108     58,139                    (286)              286       (572)       572
          Long term debt and mandatorily convertible
            bond*********************************               127,064    125,353                  (1,562)            1,498     (3,193)     3,007
          Total interest rate sensitive liabilities ******** 13,938,663 13,935,327                 (18,231)           18,167    (36,532)    36,346
          Total interest rate balance sheet sensitivity ****                                      (107,766)       115,068      (224,401)   248,023

                                                                     December 31, 1999            Market Value Change          Market Value Change
                                                                    Notional
                                                                     Value    Fair value           +100bps   –100bps           +200bps     –200bps
                                                                                                    (GRD in millions)
          Derivatives
          Interest rate swaps *************************          308,769             (3,245)        1,952          (2,047)      4,620       (5,394)
          Cross currency interest rate swaps*************        489,427             (9,226)        5,147          (5,334)     11,953      (13,170)
          Foreign exchange swaps ********************* 3,257,012                      4,817          (112)            113        (227)         225
          Financial futures ***************************          618,909              8,251        34,316         (37,412)     64,123      (76,205)
          Outright foreign exchange forwards ***********         270,544                516            10             (10)         20          (20)
          Options **********************************             170,638               (369)           —               —           —            —
          Total interest rate derivatives sensitivity ******** 5,115,299                744        41,313         (44,670)     80,489      (94,564)




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                                                                               December 31, 1998             Market Value Change
                                                                            Carrying
                                                                            amount        Fair value       +100bps         –100bps
                                                                                               (GRD in millions)
          Assets:
          Obligatory deposits with central bank *************               2,016,844          2,016,844               (4,308)       4,308
          Securities purchased under agreements to resell*****                  7,422              7,422                  (10)          10
          Interest bearing deposits with banks **************               1,980,138          1,980,138               (3,018)       3,018
          Money market investments **********************                      50,600             50,600                 (200)         200
          Securities
             Trading ***********************************                  2,406,374            2,406,374              (25,269)      26,464
             Available for sale and held to maturity **********           2,814,918            2,863,457              (59,636)      63,591
          Loans ***************************************                   3,733,711            3,749,030               (7,223)       7,680
          Total interest rate sensitive assets ****************          13,010,007           13,073,865              (99,664)     105,271
          Liabilities
          Deposits*************************************                  11,520,797           11,522,370              (10,595)      10,595
          Central bank borrowings ***********************                   657,809              657,809                   —            —
          Securities sold under agreements to repurchase *****              278,370              278,370                 (172)         172
          Other borrowed funds**************************                    152,838              152,838                 (566)         566
          Long term debt and mandatorily convertible bond ***               133,570              133,220               (1,231)       1,231
          Total interest rate sensitive liabilities**************        12,743,384           12,744,607              (12,564)      12,564
          Total interest rate balance sheet sensitivity *********                                                     (87,100)      92,707

                                                                                            December 31, 1998     Market Value Change
                                                                                           Notional
                                                                                            Value     Fair value  +100bps     –100bps
                                                                                                        (GRD in millions)
          Derivatives
          Interest rate swaps **************************************                       509,892          (6,781)       2,376     (3,713)
          Cross currency swaps ***********************************                         418,384         (15,342)       8,323     (8,424)
          Financial futures ***************************************                          1,798              (3)          —          —
          Foreign exchange forwards *******************************                      4,059,950          (3,301)        (159)       512
          Options ***********************************************                          264,436            (195)          80        (80)
          Total interest rate derivatives sensitivity*********************               5,254,460         (25,622)      10,620    (11,705)

                The market value change of our trading securities in a 100bps parallel shift of the yield curve has gone up
          from GRD 25,269 million (upward shift) and GRD 26,464 million (downward shift) in 1998 to GRD 49,610
          million (upward shift) and GRD 53,122 million (downward shift) in 1999 reflecting increased volumes of trading
          securities 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 1.05% to 1.42% (upward 100bps shift) and from
          1.10% to 1.52% (downward shift), in 1998 and 1999, respectively. This indicates 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.

                The market value change of our available for sale and held to maturity securities in a 100bps parallel shift of
          the yield curve has decreased from GRD 59,636 (upward shift) and GRD 63,591 (downward shift) in 1998 to
          GRD 53,812 (upward shift) and GRD 56,976 (downward shift) in 1999. This indicates a lower level of interest
          rate risk considering that the total fair value of our available for sale and held to maturity securities has remained
          constant in the years concerned (1999: GRD 2,841,795 million 1998: GRD 2,863,457 million). The lower levels
          of interest rate risk are attributable to a change in the composition of our available for sale and held to maturity
          portfolios towards equities and equity funds and a corresponding reduction in the Greek government bonds
          component from GRD 2,378,452 in 1998 to GRD 2,215,427 in 1999.

              The market value change of our loan portfolio in a 100 bps parallel shift of the yield curve has increased
          from GRD 7,223 million (upward shift) and GRD 7,680 million (downward shift) in 1998 to GRD 18,722 million

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          (upward shift) and GRD 19,286 million (downward shift) in 1999, 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
          has increased from GRD 10,595 million to GRD 15,612 million and is attributable to an increase of the overall
          volume of deposits, and specifically, of time deposits from customers and other banks.

               The market value change of our derivatives portfolio in a 100 bps parallel shift of the yield curve has
          increased from GRD 10,620 million (upward shift) and GRD 11,705 million (downward shift) in 1998 to GRD
          41,313 million (upward shift) and GRD 44,760 million (downward shift) in 1999. This is primarily attributable to
          significant volumes of financial futures contracts held on balance sheet date as a hedge of our fixed rate bond
          portfolio. See also, in this Item 11, ‘‘— Interest Rate Risk — Spread Risk.’’

          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 Greek drachma. Hence, a sensitivity analysis
          has been performed to show the effects that a simultaneous change of all currencies against the Greek drachma
          would have on our financial position. The only foreign exchange sensitive off-balance items are some minor
          positions in foreign exchange options against the Greek drachma and outright foreign exchange forwards. All
          other derivatives are fully hedged against any currency revaluations.

              The foreign currency exchange sensitivity analysis below was performed based on the following
          assumptions:

          On-balance sheet items

               )   All on-balance sheet items have been revalued assuming a 10% increase and a 10% decrease in the value
                   of all currencies against the Greek drachma.

               )   All other variables, such as interest rates, were held constant.

          Off-balance sheet items

               )   All off-balance sheet items have been revalued assuming a 10% increase and a 10% decrease
                   respectively in the value of all currencies against the Greek drachma.

               )   All other variables, such as interest rates, were held constant.




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                                                                                    December 31, 1999           Market Value Change
                                                                                 Carrying
                                                                                 amount        Fair value        +10%         –10%
                                                                                                  (GRD in millions)
                  Assets
                  Cash and due from banks ******************                      603,371             603,371    31,124     (25,465)
                  Obligatory deposits with central bank ********                1,903,605           1,903,605   136,642    (111,798)
                  Federal funds sold and securities purchased
                     under agreements to resell ****************                   49,739              49,739       730        (597)
                  Interest bearing deposits with banks **********               1,161,717           1,161,620    57,927     (47,395)
                  Money market investments *****************                       52,897              52,897     2,283      (1,868)
                  Securities
                     Trading *******************************                    3,484,679           3,484,679    50,345     (41,191)
                     Available for sale ***********************                   966,846             966,846    60,219     (49,270)
                     Held to maturity ************************                  1,826,514           1,874,949    37,614     (30,775)
                  Net loans********************************                     4,637,455           4,723,770   204,667    (167,455)
                  Customers’ liability on acceptances **********                      888                 888        94         (77)
                  Total foreign exchange sensitive assets********              14,687,711          14,822,364   581,645    (475,891)
                  Liabilities
                  Deposits ********************************                    12,902,991          12,903,375   623,859    (510,430)
                  Central bank borrowings *******************                      95,652              95,652        —           —
                  Securities sold under agreements to repurchase                  752,848             752,808    29,328     (23,995)
                  Other borrowed funds *********************                       60,108              58,139     2,072      (1,696)
                  Acceptances outstanding *******************                         888                 888        94         (77)
                  Long-term debt***************************                        86,194              85,604     8,133      (6,655)
                  Total foreign exchange sensitive liabilities *****           13,898,681          13,896,466   663,486    (542,853)
                  Total foreign exchange balance sheet sensitivity                                              (81,841)     66,962

                                                                                   December 31, 1999           Market Value Change
                                                                                 Notional
                                                                                  Value      Fair value        +10%          –10%
                                                                                                  (GRD in millions)
                  Derivatives
                  Interest rate swaps ************************                   308,769              (3,245)      175         (162)
                  Cross currency interest rate swaps************                 489,427              (9,226)      692         (578)
                  Foreign exchange swaps ********************                  3,257,012               4,817       523         (428)
                  Financial futures **************************                   618,909               8,251       916         (751)
                  Outright foreign exchange forwards **********                  270,544                 516     2,833         (995)
                  Options *********************************                      170,638                (369)    1,504         (818)
                  Total foreign exchange derivatives sensitivity ***           5,115,299                 744     6,643       (3,732)




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                                                                                     December 31, 1998           Market Value Change
                                                                                  Carrying
                                                                                  amount        Fair value        +10%         –10%
                                                                                                   (GRD in millions)
                  Assets:
                  Cash and due from banks ******************                       171,268             171,268     4,136      (3,384)
                  Obligatory deposits with central bank ********                 2,016,844           2,016,844   143,948    (117,776)
                  Securities purchased under agreements to
                     resell *********************************                        7,422               7,422       825        (675)
                  Interest bearing deposits with banks **********                1,980,138           1,980,138   150,403    (123,057)
                  Money market investments *****************                        50,600              50,600     2,777      (2,272)
                  Securities
                     Trading *******************************                     2,406,374           2,406,374    66,432     (54,354)
                     Available for sale ***********************                  1,019,501           1,019,501    35,454     (29,008)
                     Held to maturity ************************                   1,795,417           1,843,956    36,204     (29,621)
                  Net loans********************************                      3,733,711           3,749,030   148,282    (121,322)
                  Customers’ liability on acceptances **********                       346                 346        38         (31)
                  Total foreign exchange sensitive assets********               13,181,621          12,225,978   588,499    (481,500)
                  Liabilities
                  Deposits ********************************                     11,520,797          11,522,370   597,405    (488,786)
                  Central bank borrowings *******************                      657,809             657,809         7          (6)
                  Securities sold under agreements to
                     repurchase *****************************                      278,370             278,737    14,728     (12,050)
                  Other borrowed funds *********************                       152,838             152,838        —           —
                  Acceptances outstanding *******************                          346                 346        38         (31)
                  Long-term debt***************************                         72,265              71,314     8,490      (6,946)
                  Total foreign exchange sensitive liabilities *****            12,682,425          12,683,414   620,668    (507,819)
                  Total foreign exchange balance sheet
                     sensitivity *****************************                                                   (32,169)     26,319

                                                                                    December 31, 1998           Market Value Change
                                                                                  Notional
                                                                                   Value      Fair value        +10%          –10%
                                                                                                   (GRD in millions)
                  Derivatives
                  Interest rate swaps ************************                    509,892              (6,781)       53          (53)
                  Cross currency swaps **********************                     418,384             (15,342)      714         (646)
                  Financial futures **************************                      1,798                  (3)       —            —
                  Foreign exchange forwards******************                   4,059,950              (3,301)    1,912       (2,347)
                  Options *********************************                       264,436                (195)       13         (110)
                  Total foreign exchange derivatives sensitivity ***            5,254,460             (25,622)    2,692       (3,156)

               Although the overall market value change in a 10% change in the value of all currencies against the Greek
          drachma in the asset side has remained fairly stable between 1998 and 1999, there has been some change in
          individual balance sheet captions, mainly in the cash and due from banks and the loans categories, where
          balances denominated in foreign currencies increased from GRD 37,227 million and GRD 1,305,205 million in
          1998 to GRD 280,113 million and GRD 1,887,141 million in 1999, respectively. Also, the balance of the interest
          bearing deposits with banks, which are denominated in foreign currency, has decreased from GRD 1,355,623
          million in 1998 to GRD 521,341 million in 1999.
                On the liabilities side, the increase of the market value change in a 10% change in the value of all currencies
          against the Greek drachma from GRD 620,668 million (upward shift) and GRD 507,819 million (downward
          shift) in 1998 to GRD 663,486 million (upward shift) and GRD 542,853 million (downward shift) is attributable
          mainly to an increase of the foreign currency deposits and repos.
               The market value change of our derivatives portfolio in 1999, although higher than in 1998, remains at very
          low levels.



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          ITEM 12      DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

               Not applicable.


                                                                   PART II

          ITEM 13      DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

               Not applicable.

          ITEM 14      MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND
                       USE OF PROCEEDS

               E. Use of Proceeds

               To date, we have not expended the proceeds of the Bank’s offer and listing in connection with 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 (the ‘‘Registration Statements’’).

                The Registration Statements were filed pursuant to a global offering of 4,600,000 of the Bank’s shares,
          comprised of a registered offering in the United States and an offering outside the United States pursuant to
          Regulation S under the United States Securities Act of 1933, as amended. In connection with the offering, the
          Bank registered 1,100,000 ordinary shares, pursuant to the Registration Statements described above. Of those
          registered shares, 835,340 shares were sold in the form of American Depositary Receipts (‘‘ADRs’’), each ADR
          representing one-fifth of one share, in the United States. The remainder of the registered shares were sold outside
          the United States pursuant to Regulation S. The offering commenced on October 4, 1999 and closed on October
           25, 1999. The offering did not terminate before all of the shares offered were sold. Merrill Lynch International
          and Warburg Dillon Read were the managing underwriters for the offering in the United States and internation-
          ally, with the exception of the domestic offering in Greece. Alpha Credit Bank and Commercial Bank of Greece
          were the managing underwriters for the domestic offering in Greece.

               In connection with the offering, the Bank registered 100,000,000 ADRs, each representing one-fifth of one
          share, and representing 20,000,000 shares in total, pursuant to the Bank’s registration statement on Form F-6 (file
          no. 333-10910). The 835,340 registered shares which were sold in the United States are represented by 4,176,700
          of those registered ADRs.

               The table below summarizes, with respect to the offering of the Bank’s shares, the amount of shares
          registered, the aggregate price of the offering amount registered, the amount of shares sold globally to date in the
          offering and the aggregate offering price of the amount of shares sold globally to date in the offering:
                                                                                                           Amount of                Aggregate
                                                           Amount of            Aggregate price          ordinary shares          offering price
                                                         ordinary shares         of the amount            sold globally             of amount
                                                            registered             registered                to date               sold to date
          Ethniki Kefalaiou***************************      550,000            U.S.$ 41,635,000                  2,000,000(1)   U.S.$ 151,400,000(1)
          DEKA************************************          550,000            U.S.$ 41,635,000                  2,000,000      U.S.$ 151,400,000

          (1) Ethniki Kefalaiou initially sold 2,600,000 ordinary shares in connection with the offering. 600,000 of those
              shares were subsequently repurchased by the underwriters in stabilization transactions and then repurchased
              by Ethniki Kefalaiou. Of the 600,000 shares repurchased, 411,700 were represented by ADRs, with the
              remainder in the form of ordinary shares.

              Underwriting discounts and commissions, before expenses, in connection with the offering totalled
          U.S.$7,570,000.

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                Following are the estimated expenses, other than underwriting commissions, incurred in connection with the
          distribution of the Bank’s registered shares and registered ADRs:

          Securities and Exchange Commission registration fee ******************************************************           U.S.$ 13,886
          NASD filing fee*************************************************************************************                  U.S.$ 30,500
          New York Stock Exchange listing fee *******************************************************************              U.S.$ 100,000
          Fees and expenses of qualification under state securities laws (including legal fees)******************************   U.S.$ 10,000
          Printing and engraving expenses ***********************************************************************              U.S.$ 450,000
          Legal fees and expenses ******************************************************************************               U.S.$1,400,000
          Accounting fees and expenses *************************************************************************               U.S.$2,430,000
          Depositary fees and expenses **************************************************************************              U.S.$        0
          Miscellaneous **************************************************************************************                 U.S.$       0
            Total ********************************************************************************************                 U.S.$4,434,386

               Expenses associated with the domestic offering were approximately U.S.$3,470,432.
               None of the expenses described above were paid, directly or indirectly, to directors, officers, general partners
          of the Bank or their associates, holders of 10% or more of the Bank’s shares or affiliates of the Bank.
               Neither the Bank nor the Group, nor any member thereof, received any of the proceeds of the shares sold by
          the Hellenic Republic, acting through DEKA. The proceeds of the offering from the sale of shares by Ethniki
          Kefalaiou, net of underwriting discounts and commissions and expenses, were U.S.$143,689,806.
               We anticipate that we will use the proceeds of the shares sold by Ethniki Kefalaiou in connection with the
          offering 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       [RESERVED]
               Not applicable.

          ITEM 16       [RESERVED]
               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 for the Years Ended
                           December 31, 1997 (as restated), 1998 (as restated) and 1999 (as restated) and
                                                  Independent Auditors’ Report


                                                 INDEX TO FINANCIAL STATEMENTS
                                                                                                                        Page

              INDEPENDENT AUDITORS’ REPORT ******************************************                                    146
              CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED
                DECEMBER 31, 1997, 1998 AND 1999:
                Consolidated Balance Sheets **************************************************                           147
                Consolidated Statements of Income and Comprehensive Income *********************                         149
                Consolidated Statements of Changes in Shareholders’ Equity ************************                      150
                Consolidated Statements of Cash Flows *****************************************                          151
                Notes to Consolidated Financial Statements **************************************                        153




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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, 1997, 1998 and 1999, and the related consolidated statements of
          income and comprehensive income, shareholders’ equity, and cash flows for the years then ended. 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 generally accepted auditing standards 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, 1997, 1998 and 1999, and the
          results of its operations and cash flows for the years then ended in conformity with accounting principles
          generally accepted in the United States of America.
               Our audits also comprehended the translation of the Greek drachma amounts into U.S. dollar amounts and,
          in our opinion, such translation has been made in conformity with the basis stated in Note 2. The translation of
          the financial statements amounts into U.S. dollars has been made solely for the convenience of the readers.

          Deloitte & Touche Hadjipavlou Sofianos & Cambanis S.A.


          Athens, Greece
          May 31, 2000




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                                      NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                                                 CONSOLIDATED BALANCE SHEETS
                                                                                                     Year ended December 31,
                                                                           Note         1997             1998          1999        1999
                                                                                      (GRD in          (GRD in       (GRD in     (U.S.$ in
                                                                                      millions)        millions)     millions)   millions)
                                                                                                                                 (Note 2)
          ASSETS
          Cash and due from banks ***********************                    5         629,173            171,268      603,371    1,672
          Obligatory deposits with Central Bank *************                6       2,109,114          2,016,844    1,903,605    5,274
          Federal funds sold and securities purchased under
             agreements to resell **************************                 7          35,045              7,422       49,739      138
          Interest bearing deposits with banks ***************               8       1,120,480          1,980,138    1,161,717    3,218
          Money market investments **********************                    9         167,511             50,600       52,897      147
          Trading securities:
             Debt and equity instruments *******************                10       2,555,245          2,406,374    3,484,679    9,654
          Securities:
             Available-for-sale, at fair value *****************            11       1,641,123          1,019,501      966,846    2,679
             Held-to-maturity, at amortized cost (fair value of
               GRD 651,641, GRD 1,843,956 million and GRD
               1,874,949 million at December 31,
               1997, 1998 and 1999, respectively)************               11        651,458  1,795,417  1,826,514  5,060
          Equity method investments **********************                  12         91,117     91,340     90,793    252
          Loans****************************************                     13      3,653,826  4,016,494  4,909,376 13,601
             Less: Allowance for loan losses ****************                        (299,276)  (282,783)  (271,921)  (753)
          Net loans*************************************                            3,354,550  3,733,711  4,637,455 12,848
          Intangible assets *******************************                            16,044     33,588     53,827    149
          Premises and equipment, net *********************                 14        115,822    125,896    139,363    386
          Customers’ liability on acceptances ***************                             311        346        888      2
          Accrued interest receivable **********************                          229,172    275,165    306,903    850
          Other assets***********************************                   15        684,291    536,109    599,993  1,662
          TOTAL ASSETS******************************                               13,400,456 14,243,719 15,878,590 43,991




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

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                                      NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                                        CONSOLIDATED BALANCE SHEETS — (Continued)
                                                                                                Year ended December 31,
                                                             Note             1997                 1998            1999         1999
                                                                            (GRD in              (GRD in         (GRD in      (U.S.$ in
                                                                            millions)            millions)       millions)    millions)
                                                                                                                              (Note 2)
          LIABILITIES AND
             SHAREHOLDERS’ EQUITY
          Interest bearing deposits ****************          17          9,724,368            10,329,789       11,908,849    32,993
          Non-interest bearing deposits ************          17          1,309,068             1,191,008          994,142     2,754
          Total deposits *************************                       11,033,436            11,520,797       12,902,991    35,747
          Central Bank borrowings ****************            18            481,244               657,809           95,652       265
          Securities sold under agreement to
             repurchase **************************            19             204,400               278,370         752,848     2,086
          Other borrowed funds ******************             20             154,409               152,838          60,108       167
          Acceptances outstanding ****************                               311                   346             888         2
          Accounts payable, accrued expenses and
             other liabilities **********************         21          1,012,502               963,906          908,718     2,518
          Insurance reserves *********************            22            260,464               297,560          348,414       965
          Long-term debt ************************             23             85,666                72,265           86,194       239
          Minority interests **********************                          21,902                42,022           98,612       273
          Mandatorily convertible bond ************           24             81,740                61,305           40,870       113
          Total liabilities************************                      13,336,074            14,047,218       15,295,295    42,375
          SHAREHOLDERS EQUITY:
          Common stock, par value GRD 1,450
             (shares authorised, issued and outstanding
                at 1997 — 108,049,112, at 1998 —
                141,606,976 and at 1999 —
                162,914,608) **********************                          156,671               205,330         236,225        654
          Additional paid-in capital ***************          31              97,610                99,599         325,765        903
          Accumulated (deficit)/surplus ************                         (160,531)              (75,043)        103,899        288
          Accumulated other comprehensive
             income*****************************              39                 8,258               25,725         20,011         55
          Treasury stock, at cost (5,813,800,
             9,330,648 and 9,506,509 shares at 1997,
             1998 and 1999, respectively) ***********                         (37,626)             (59,110)       (102,605)     (284)
          Total shareholders’ equity**************                             64,382              196,501         583,295     1,616
          TOTAL LIABILITIES AND
             SHAREHOLDERS’ EQUITY*********                               13,400,456            14,243,719       15,878,590    43,991




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

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                                         NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                                                                                            Year ended December 31,
                                                                                Note         1997              1998           1999                 1999
                                                                                           (GRD in           (GRD in        (GRD in              (U.S.$ in
                                                                                           millions)         millions)      millions)            millions)
                                                                                                                                                 (Note 2)
          Interest Income:
          Loans ************************************************                               376,441            413,899            384,558      1,065
          Securities available-for-sale*******************************                         126,686             70,507             81,396        226
          Securities held-to-maturity *******************************                           58,247            187,092            173,537        481
          Trading account securities********************************                           246,994            245,027            240,869        667
          Federal funds sold and securities purchased under agreements to
             resell ***********************************************                              2,082              2,044              892            2
          Interest-bearing deposits with banks ***********************                         239,336            291,053          272,565          755
          Other ************************************************                                29,768             41,305           21,853           61
          Total interest income ************************************                         1,079,554          1,250,927        1,175,670        3,257
          Interest Expense:
          Deposits **********************************************                17            816,583            906,065            820,431      2,273
          Securities sold under agreements to repurchase **************          19             13,792             20,588             38,455        107
          Other borrowed funds ***********************************               20             17,814             20,958              9,202         25
          Long-term debt ****************************************                23             18,334             15,941              7,043         20
          Other ************************************************                                 9,375             10,242             10,402         28
          Total interest expense ***********************************                           875,898            973,794            885,533      2,453
          Net interest income *************************************                            203,656            277,133            290,137        804
          Provision for loan losses *********************************            13            (33,774)           (43,965)           (22,108)       (61)
          Net interest income after provision for loan losses ************                     169,882            233,168            268,029        743
          Non-Interest Income:
          Profit on disposal of subsidiary undertakings ****************                             —                  —              30,063         83
          Profit on disposal of equity investments ********************           12              2,590              5,076             69,013        191
          Credit card fees ****************************************                              9,115              9,485             12,595         35
          Service charges on deposit accounts ***********************                           23,189             20,329             16,017         44
          Other fees and commissions ******************************                            111,280            112,871            100,671        279
          Net trading profit ***************************************                             17,876            156,357            180,342        500
          Net realised gains on sales of available-for-sale securities ******                   17,658             28,011             16,272         45
          Equity in earnings or losses of investees ********************                         6,386              2,034             (2,572)        (7)
          Other ************************************************                 26            218,396            229,568            256,572        711
          Total non-interest income ********************************                           406,490            563,731            678,973      1,881
          Non-interest Expense:
          Salaries ***********************************************                             144,206            154,584             168,861       468
          Employee benefits **************************************                               79,615             92,365              80,291       222
          Occupancy expenses ************************************                               11,349             12,766              13,522        38
          Equipment expenses ************************************                                5,141              4,795               4,765        13
          Depreciation and amortisation of premises and equipment******                         10,999             13,316              18,370        51
          Amortisation of intangible assets **************************                           6,336              5,308               7,579        21
          Deposit insurance premium*******************************                               1,660              3,468               2,628         7
          Other ************************************************                 27            260,895            266,782             236,260       655
          Total non-interest expense********************************                           520,201            553,384             532,276     1,475
          Income before income tax expense ************************                             56,171            243,515             414,726     1,149
          Income tax expense *************************************               28            (26,471)          (103,134)           (131,987)     (366)
          Minority interests, net of tax *****************************                          (1,130)            (9,229)            (63,514)     (176)
          NET INCOME*****************************************                                   28,570            131,152             219,225       607
          Other comprehensive income, net of tax:
          Foreign currency translation adjustments (net of taxes: GRD 771
             million in 1997, GRD (1,527) million in 1998 and GRD
             1,747 million in 1999) ********************************             39               1,432             (2,837)             3,244         9
          Net unrealised gains on available-for-sale securities:
          Net unrealised gains during the period (net of taxes: GRD 4,458
             million in 1997, GRD 14,789 million in 1998, GRD
             (910) million in 1999)*********************************                              6,687             33,684               586          2
          Reclassification adjustment for transfers between portfolios (net
             of taxes GRD 3,219 million in 1998) ********************                                  —             4,827                —          —
          Less: reclassification adjustment for net gains included in net
             income (net of taxes: GRD 7,087 million in 1997, GRD
             9,804 million in 1998 and GRD 6,728 million in 1999) *****                         (13,161)          (18,207)            (9,544)       (27)
          Subtotal **********************************************                39              (6,474)           20,304             (8,958)       (25)
          COMPREHENSIVE INCOME/(LOSS) *********************                                      23,528           148,619            213,511        591
          EARNINGS PER SHARE
          Basic*************************************************                 33    GRD          176    GRD           682   GRD      1,039        2.9
          Diluted ***********************************************                33    GRD          168    GRD           633   GRD        963        2.7

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

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                                      NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
                                                                                                      Year ended December 31,
                                                                           Note         1997             1998         1999        1999
                                                                                      (GRD in          (GRD in      (GRD in     (U.S.$ in
                                                                                      millions)        millions)    millions)   millions)
                                                                                                                                (Note 2)
          Common Stock:                                                     32
          Balance at beginning of year (63,533,408,
             108,049,112 and 141,606,976 shares at 1997, 1998
             and 1999) **********************************                               92,123         156,671      205,330          568
          Issuance of stock (44,515,704, 33,557,864 and
             21,307,632 shares during 1997, 1998 and 1999) ***                          64,548           48,659      30,895            86
          Balance at end of year (108,049,112, 141,606,976 and
             162,914,608 shares at 1997, 1998 and 1999) ******                        156,671          205,330      236,225          654
          Additional Paid-in Capital:
          Balance at beginning of year *********************                            32,914           97,610      99,599          277
          New issuance of stock **************************                              71,169           14,904     160,240          444
          Capitalization of additional paid-in capital upon
             issuance of new stock ************************                            (12,325)         (19,121)         —            —
          Convertible bonds sold to employees **************                             5,852            6,206          —            —
          Common stock offered to employees at a discount ***                               —                —        6,955           19
          Profit on sales of treasury stock (net of tax) ********                            —                —       58,094          161
          Treasury stock dividends paid to subsidiaries********                             —                —          877            2
          Balance at end of year **************************                             97,610           99,599     325,765          903
          Accumulated (Deficit) / Surplus:
          Balance at beginning of year *********************                         (182,948)        (160,531)     (75,043)        (207)
          Net income ***********************************                               28,570          131,152      219,225          607
          Dividends ************************************                               (6,153)         (23,062)     (40,283)        (112)
          Statutory appropriations *************************                               —           (22,602)          —            —
          Balance at end of year **************************                          (160,531)         (75,043)     103,899          288
          Accumulated Other Comprehensive Income:
          Balance at beginning of year *********************                            13,300             8,258     25,725            71
          Net change in fair value of available-for-sale
             securities ***********************************                              (6,474)         20,304      (8,958)          (25)
          Foreign currency translation adjustments ***********                            1,432          (2,837)      3,244             9
          Balance at end of year **************************                               8,258          25,725      20,011            55
          Treasury Stock, at Cost:                                          32
          Balance at beginning of year (5,100,380, 5,813,800
             and 9,330,648 shares at 1997, 1998 and 1999) ****                         (16,416)         (37,626)    (59,110)        (163)
          Sale of treasury stock (14,433,684, 13,708,776 and
             4,636,588 shares during 1997, 1998 and 1999) ****                          82,016         113,936       46,603          129
          Purchase of treasury stock (15,147,104, 17,225,624
             and 4,812,449 shares during 1997, 1998 and
             1999) **************************************                            (103,226)        (135,420)     (90,098)        (250)
          Balance at end of year (5,813,800, 9,330,648 and
             9,506,509 shares at 1997, 1998 and 1999) ********                         (37,626)        (59,110)    (102,605)        (284)
          Total Shareholders’ Equity *********************                              64,382         196,501      583,295        1,616

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

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                                      NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                                  Year ended December 31,
                                                                                  1997               1998           1999         1999
                                                                                (GRD in            (GRD in        (GRD in      (U.S.$ in
                                                                                millions)          millions)      millions)    millions)
                                                                                                                               (Note 2)
          Cash flows from Operating Activities:
          Net Income ******************************                                28,570            131,152       219,225          607
          Adjustments to reconcile net income to net cash
             provided by (used in) operating activities:
          Provision for loan losses ********************                           33,774              43,965        22,108           61
          Net gain on sale of premises and equipment****                             (374)             (1,506)       (2,724)          (7)
          Net realized gains on sales of available for sale
             securities ******************************                            (20,248)           (28,011)       (16,272)         (45)
          Equity in earnings or losses of equity method
             investees *******************************                             (6,386)             (2,034)        2,572           7
          Depreciation******************************                               10,999              13,316        17,775          49
          Amortization of intangibles******************                             6,336               5,308         6,251          18
          Provision for deferred income taxes***********                           (8,101)             42,945        40,518         112
          Profit on disposal of equity investments *******                          (1,987)             (5,076)      (69,013)       (191)
          Changes in assets and liabilities
          Deposits with central bank ******************                           27,721              92,270        113,239         314
          Trading account securities*******************                         (829,422)             20,470     (1,078,305)     (2,987)
          Accrued interest receivable ******************                         (81,429)            (45,993)       (31,738)        (88)
          Other assets ******************************                           (267,972)             98,559        (90,378)       (250)
          Accounts payable and accrued expenses *******                          263,882             (19,245)       (56,614)       (157)
          Insurance reserves *************************                            51,008              37,096         50,854         141
          Cash flows from operating activities **********                        (793,629)            383,216       (872,502)     (2,416)
          Cash Flows from Investing Activities
          Activities in available-for-sale securities:
          Purchases ********************************                            (571,469)           (166,813)      (414,852)     (1,149)
          Sales proceeds ****************************                             74,217             295,195        293,007         812
          Maturities, prepayments and calls ************                          77,679              37,021        180,904         501
          Activities in held-to-maturity securities:
          Maturities ********************************                              67,812            104,632        156,581         434
          Purchases ********************************                              (50,659)          (607,453)      (187,678)       (520)
          Purchases of premises and equipment *********                           (17,801)           (24,884)       (32,088)        (89)
          Proceeds from sales of real estate owned ******                           1,993              3,000          3,570          10
          Net proceeds from disposals and acquisitions of
             equity investments ***********************                              8,736              5,299        66,988         185
          Net cash provided by (used in):
          Loan origination and principal collections******                      (425,110)           (394,767)      (928,992)     (2,574)
          Federal funds sold and securities purchased
             under agreements to resell ****************                             552             27,623         (42,317)       (117)
          Interest bearing deposits in banks ************                       (153,218)          (859,658)        818,421       2,267
          Deposits in money market accounts ***********                          (98,285)           116,911          (2,297)         (6)
          Cash flows from investing activities***********                      (1,085,553)        (1,463,894)        (88,753)       (246)
          Carried forward ***************************                         (1,879,182)        (1,080,678)       (961,255)     (2,662)

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

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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                               CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
                                                                                                       Year ended December 31,
                                                                                          1997             1998          1999        1999
                                                                                        (GRD in          (GRD in       (GRD in     (U.S.$ in
                                                                                        millions)        millions)     millions)   millions)
                                                                                                                                   (Note 2)
          Brought forward ************************************ (1,879,182) (1,080,678) (961,255) (2,662)
          Cash flows from Financing Activities:
          Proceeds from issuance of long-term debt ****************      16,413     1,070     9,893      27
          Principal repayments and retirements of long-term debt *****  (75,013)  (42,830)   (6,646)    (18)
          Proceeds from issuance of common stock ****************        79,045        —    170,700     473
          Treasury stock purchased ******************************      (103,226) (135,420)  (90,098)   (250)
          Proceeds from sales of treasury stock ********************     82,016   113,936   123,105     341
          Other (reserves)**************************************        (14,105)  (27,246)   24,902      69
          Dividends paid **************************************          (6,153)  (23,062)  (40,283)   (112)
          Net cash provided by (used in):
            Deposits****************************************** 1,474,153          487,361 1,382,194   3,829
            Central bank borrowings ****************************        430,314   176,565  (562,157) (1,557)
            Securities sold under agreements to
               repurchase **************************************         65,576    73,970   474,478   1,315
            Other borrowings **********************************         107,607    (1,571)  (92,730)   (257)
          Cash flows from financing activities ********************* 2,056,627      622,773 1,393,358   3,860
          Net increase/(decrease) in cash and cash equivalents********  177,445  (457,905)  432,103   1,198
          Cash and cash equivalents at beginning of year ************   451,728   629,173   171,268     474
          Cash and cash equivalent at end of year******************     629,173   171,268   603,371   1,672
          Supplemental Disclosure of Cash Flow Information
          Cash paid for:
             Income taxes **************************************                           30,461            81,243       59,399      165
             Interest*******************************************                          944,483           968,533      934,031    2,588
          Supplemental schedule of non cash investing and financing
             activities *****************************************
          Conversion of mandatorily convertible bond***************                        20,435            20,435       20,435        57
          Transfer of securities from the available-for-sale portfolio to
             the held-to-maturity portfolio*************************                             —          628,249            —        —
          Transfer of securities from the trading to the available-for-
             sale portfolio **************************************                               —          128,401            —        —
          Issuance of common stock to effect the capitalisation of
             statutory reserves **********************************                               —           36,795            —        —
          Issuance of common stock resulting from conversion of
             convertible bonds **********************************                                —           11,864            —        —




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

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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                        YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999
          NOTE 1:     ORGANIZATION
               The National Bank of Greece S.A. and subsidiaries (the ‘‘Group’’) was incorporated in the Hellenic
          Republic (‘‘Greece’’) in 1841 and is involved in diversified financial services activities including retail and
          commercial banking, asset management, investment banking, insurance, and securities trading. The Group
          operates primarily in Greece, but also has operations in Europe, North America, South Africa and other
          Mediterranean countries.

          NOTE 2:     REPORTING CURRENCY AND TRANSLATION INTO US DOLLARS
               The consolidated financial statements are stated in Greek drachmas, the currency of the Hellenic Republic.
          The translation of Greek drachma amounts into U.S. dollar amounts is presented solely for the convenience of the
          reader and should not be construed as representations that the amounts stated in drachmas have been or could
          have or could be now or at any time in the future converted into U.S. 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,
          2000, which was GRD 360.95 to U.S.$1.00 (GRD 329.30 to U.S.$1.00 on December 31, 1999).

          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
          the 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 Books and Records Code and the Bank of Greece regulations
          (collectively, ‘‘Greek GAAP’’), except for foreign subsidiaries which maintain their accounts 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, at current exchange rates from the local currency to the reporting currency, the Greek drachma. 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 —
                Held-to-maturity and available-for-sale — Securities that management has both the positive intent and
          ability to hold to maturity are classified as securities held-to-maturity and are carried at cost, adjusted for
          amortization of premium or accretion of discount using the interest method. Securities that may be sold prior to
          maturity for asset/liability management purposes, or that may be sold in response to changes in interest rates, to
          changes in prepayment risk, to increase regulatory capital or other similar factors, are classified as securities

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                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

          available-for-sale and carried at fair value with any adjustments to fair value, reported in other comprehensive
          income, net of tax. Individual held-to-maturity and available-for-sale securities with declines in the 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 the trade date and are calculated using the average cost method.
               Trading — Securities purchased for trading purposes are held in the trading portfolio at fair value, with
          changes in fair value included in non-interest income. Securities for which no market values were available are
          stated at cost and reviewed for impairment on an individual security basis. Interest and dividends on securities,
          including the amortization of premiums and the accretion of discounts using the interest method, are included in
          interest on trading account securities.
                Equity Method Investments — Equity investments in which the Group exercises significant influence but
          does not control, are recorded at cost and the carrying amounts of the investments are 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 amortization 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 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 360 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 established through provisions for loan
          losses charged against income. Portions of loans deemed to be uncollectible are written-off against the allowance
          for loan losses, and subsequent recoveries, if any, are credited to the allowance. The allowance for loan losses is
          primarily determined by applying expected loss rates to delinquency groups for relatively homogenous loans and
          individually evaluating the collectibility of the remainder of the loan portfolio.
               The allowance for loan losses related to impaired loans that are identified for evaluation is based on the fair
          value, less selling costs, of the collateral. By the time a loan becomes probable of foreclosure, it has been written
          down to fair value.
               Management’s periodic evaluation of the adequacy of the allowance is based on the Bank’s past loan loss
          experience, known and inherent risk in the portfolio, adverse situations that may affect the borrower’s ability to
          pay (including the timing of future payments), the estimated value of any underlying collateral, composition of

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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

          the loan portfolio and current economic conditions. This evaluation is inherently subjective as it requires material
          estimates that are susceptible to significant changes including the amounts and timing of future cash flows
          expected to be received on impaired loans.
               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 fair value, net of estimated selling costs, or the
          carrying amount of the loan at the date of foreclosure. After foreclosure, management periodically performs
          valuations and the assets are carried at the lower of cost or fair value, less estimated costs to sell. Revenue and
          expenses from operations and changes in the valuation allowance are included in other expenses.
               Intangible Assets — Intangible assets, including goodwill resulting from purchase transactions, are
          amortized over a period not exceeding 20 years. The Bank reviews its goodwill and other intangible assets for
          other than temporary impairment, both periodically and whenever events or changes in circumstances indicate
          that the carrying amount may not be recoverable. Recoverability of the asset is assessed based on expected
          undiscounted cash flows.
               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.
                Premises and Equipment — Tangible fixed assets including buildings are stated at cost less 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.
               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 following 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.
               Derivative Financial Instruments — Derivative financial instruments held or issued by the Bank are
          primarily for purposes other than trading, and are used to hedge interest rate risk associated with interest bearing
          assets and debt, as well as foreign currency exposures for assets and liabilities denominated in currencies other
          than those of the country in which they are located. As a market maker, the Bank also holds or issues derivative
          financial instruments for trading purposes.
               Interest-Rate Swap Agreements — Interest-rate swap agreements used in asset/liability management
          activities are accounted for using the accrual method. Net interest income or expense resulting from the
          differential between exchanging floating and fixed-rate interest payments is recorded on a current basis. Gains or
          losses on the termination of swaps used in asset/liability management activities, if any, are deferred and

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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

          amortized into interest income or expense over the shorter of the remaining life of the related asset or liability or
          maturity period of the swap. Upon sale of any assets or liabilities being hedged using interest rate exchange
          agreements, the related interest rate swaps are marked to market with resulting gains or losses being included in
          the gain or loss on the sale of the sold assets or liabilities. Thereafter, interest-rate swap agreements are carried at
          fair value.
               Interest-Rate Financial Futures — Interest-rate financial futures contracts are entered into by the Bank as
          hedges against exposure to interest-rate risk. Changes in the market value of interest-rate futures contracts are
          deferred while the contracts are open and are subsequently amortized into interest income or expense over the
          maturity period of the hedged assets or liabilities after the contract closes.
               Foreign Currency Exchange Agreements — The Group uses foreign currency exchange agreements
          (swaps) to hedge its exposure in foreign currency resulting from loans made to and deposits taken from
          customers, as well as intercompany loans, denominated in foreign currencies. Gains and losses, both realized and
          unrealized on financial instruments that hedge foreign currency loans and deposits are included in income in the
          same period as the items being hedged. Gain and losses, both realized and unrealized, on financial instruments
          that hedge the Group’s investments in foreign operations are recognized as part of the cumulative translation
          adjustment in other comprehensive income.
               Index Futures — The Bank is a market maker for the Athens Stock Exchange index futures. As such the
          Bank is obliged to enter into index futures contracts, which are held for speculative purposes. The realized and
          unrealized gains and losses on these derivatives are recognized in non-interest income.
               Resale and Repurchase Agreement — 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 takes
          possession of securities purchases under resale agreements. The market value of these securities is monitored and
          the level of collateral is accordingly adjusted.
               Earnings Per Share — The Group parent company’s common stock owned by subsidiaries, considered by
          the Group to be treasury stock, is recorded by the subsidiaries at cost. Gains and losses of these shares are
          recorded in equity. 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 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.
                Recently Issued Accounting Pronouncements — In June 1998, the Financial Accounting Standards Board
          (‘‘FASB’’) issued SFAS No. 133, ‘‘Accounting for Derivative Instruments and Hedging Activities’’. In June 1999,
          the FASB issued SFAS No. 137, ‘‘Accounting for Derivative Instruments and Hedging Activities — Deferral of
          Effective Date of FASB Statement No. 133, an amendment of FASB Statement No. 133’’ which amended SFAS
          No. 133 by changing the effective date of SFAS No. 133 to fiscal years beginning after June 15, 2000, with earlier
          adoption encouraged. SFAS No. 133 supercedes the current accounting standards for derivatives and hedging,
          including SFAS No. 52, ‘‘Foreign Currency Translation’’ and SFAS No. 80, ‘‘Accounting for Futures Contracts.’’
          SFAS No. 133 requires companies to record all derivatives on the balance sheet as assets or liabilities, measured
          at fair value. The classification of the gains or losses resulting from changes in these fair values would be treated

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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

          either as a component of current year income or other comprehensive income, depending on use of the derivative
          and whether it qualifies for hedge accounting treatment as redefined under SFAS No. 133, as amended. The
          Group plans to adopt SFAS No. 133, as amended, for the year beginning January 1, 2001. The effect of the
          adoption of this new standard by the Group on its financial condition and results of operations is not currently
          determinable.

          NOTE 4:     ACQUISITIONS AND DISPOSALS

                Since 1927, the National Bank of Greece’s direct and indirect ownership in the National Mortgage Bank
          (‘‘NMB’’) approximated 43%. Effective December 31, 1997, the Bank acquired in a pooling of interests the
          56.6% of the remaining outstanding shares of NMB that it did not previously own. The Bank accounted for the
          acquisition under a special grandfather provision of APB Opinion No. 16 that allows for pooling of interest for
          entities that had a significant minority interest outstanding at October 31, 1970. The transaction was structured as
          a 1.0:1.9 stock swap between shareholders of the Bank and NMB. In conjunction with this transaction, NBG
          shares issued to the other former NMB shareholders totaled 4,430,980. The issuance of these shares is given in
          the 1997 consolidated statements of shareholders’ equity resulting in an increase of 4,430,980 shares and
          GRD 25,700 million in share capital. The shares were issued in 1998 upon consummation of the merger. The
          Group’s financial statements for all periods presented include the financial results of NMB.

              During the year the Group sold its subsidiary Potidaia of which it had a controlling interest of 78% for
          GRD 17,945 million. At the date of sale the Group’s share on net assets in Potidaia was GRD 1,615 million. The
          profit on disposal of GRD 16,330 million has been included in ‘‘Profit on disposal of subsidiary undertaking.’’ As
          of December 31, 1999 the Group no longer has any economic interest in Potidaia.

               During the year Chemical Industries S.A., a 60% owned subsidiary of the Group, merged with Phosphate
          Fertilizers Industries. The Group swapped its 60% controlling interest in Chemical Industries for a 23.4% interest
          in Phosphate Fertilizers. The Company, which was previously consolidated in the Group’s financial statements, is
          now included in equity investments and is accounted for using the equity method of accounting (Note 12). The
          net effect of the above transaction was a gain of GRD 13,733 million which is included in ‘‘Profit on disposal of
          subsidiary undertaking’’.

          NOTE 5:     CASH AND DUE FROM BANKS

               Cash and due from banks at December 31, comprised:
                                                                                                           1997        1998            1999
                                                                                                                  (GRD in millions)
          Current accounts with banks ************************************** 116,016                                   34,961         289,631
          Cash and similar items ****************************************** 487,609                                    87,044         232,487
          Current account with Central Bank ********************************  11,625                                   23,611          80,447
          Deposits accounts***********************************************     7,444                                   19,054              90
          Other*********************************************************       6,479                                    6,598             716
                                                                             629,173                                  171,268         603,371


               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 Bank of Greece, its member banks, and
          other through the Trans-European Automated Real-Time Gross Settlement Express Transfer system (TARGET).

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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

          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 domiciled in Greece to maintain deposits with the Central Bank equal to 12% of total drachma and certain
          foreign currency customer deposits. Half of the Bank’s obligatory deposits with the Central Bank at Decem-
          ber 31, 1999 bore interest at a rate of 11% per annum while the remainder of such obligatory deposits bore no
          interest. In February 2000, the Bank of Greece announced that as of March 2000, the total amount of the Bank’s
          obligatory deposits with the Central Bank will bear interest at a rate of 5.5% per annum. In addition, commercial
          banks are obliged to redeposit 60% (70% prior to June 30, 1998) of certain foreign currency deposits while the
          remaining 40% (30% prior to June 30, 1998) can be freely administered.

          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:
                                                                                                                  1997        1998         1999
                                                                                                                         (GRD in millions)
          Federal funds sold **************************************************** 19,307                                      1,426      6,569
          Securities purchased under agreements to resell **************************** 15,738                                 5,996     43,170
                                                                                       35,045                                 7,422     49,739

               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 has taken possession, 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:
                                                                                                       1997           1998              1999
                                                                                                                 (GRD in millions)
          Placements with Central Bank (in drachmas other than obligatory
            deposits) *************************************************                              301,041          461,269           524,782
          Placements in Greek drachmas *********************************                             308,241          256,245           386,564
          Placements in other currencies *********************************                           511,198        1,262,624           250,371
                                                                                                   1,120,480        1,980,138         1,161,717
          Maturity analysis:
          Up to 3 months *********************************************                             1,062,907        1,806,662         1,059,759
          From 3 months to 1 year **************************************                              56,235          171,913           100,210
          Over 1 year*************************************************                                 1,338            1,563             1,748
                                                                                                   1,120,480        1,980,138         1,161,717




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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

          NOTE 9:     MONEY MARKET INVESTMENTS
              Money market investments at December 31, comprised:
                                                                                                        1997          1998             1999
                                                                                                                 (GRD in millions)
          Greek treasury bills*******************************************                             144,311          25,606          32,352
          Commercial paper ********************************************                                 2,925           8,633           6,882
          Other ******************************************************                                 20,275          16,361          13,663
                                                                                                      167,511          50,600          52,897

          NOTE 10:      DEBT AND EQUITY INSTRUMENTS — TRADING
              Fair value of debt and equity instruments held for trading purposes at December 31, comprised:
                                                                                                       1997           1998             1999
                                                                                                                 (GRD in millions)
          Greek government bonds **************************************                            2,288,359        2,225,472        3,151,941
          Certificates of deposit, banker’s acceptance and commercial paper ****                       64,169           71,132           60,254
          Debt securities issued by other governments and public entities ******                      50,500            8,668            7,550
          Debt securities issued by foreign financial institutions **************                      65,587           46,589           38,099
          Debt securities issued by Greek financial institutions incorporated in
            Greece ***************************************************                                13,008               10              921
          Equity securities issued by companies incorporated in Greece ********                       57,027           35,071          170,765
          Equity securities issued by foreign companies *********************                            161              124            2,667
          Other ******************************************************                                16,434           19,308           52,482
                                                                                                   2,555,245        2,406,374        3,484,679

             Net unrealized (losses)/gains on trading securities of GRD (14,981) million, GRD 59,420 million and
          GRD 82,661 million were included in earnings during 1997, 1998 and 1999, respectively.




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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

          NOTE 11:      AVAILABLE-FOR-SALE AND HELD-TO-MATURITY SECURITIES
              The carrying amount of available-for-sale and held-to-maturity securities and their approximate fair values at
          December 31, comprised:
                                                                                                             1997
                                                                                                    Gross           Gross
                                                                               Amortized          Unrealized      Unrealized
                                                                                 Cost               Gains          (Losses)    Fair Value
                                                                                                      (GRD in millions)
          Available-for-sale securities
          Greek government bonds ***********************                      1,366,319             17,352         (8,659)     1,375,012
          Mortgage-backed securities**********************                       31,604                227             (3)        31,828
          Collateralized mortgage obligations ****************                   56,621                119            (79)        56,661
          Debt securities issued by other governments and
            public entities ******************************                        71,884                127          (233)       71,778
          Corporate debt securities issued by companies
            incorporated in Greece ***********************                        21,881                  29           —         21,910
          Corporate debt securities issued by companies
            incorporated outside Greece *******************                       19,832                428           (28)       20,232
          Equity securities issued by companies incorporated in
            Greece ************************************                           46,216             3,550           (255)       49,511
          Equity securities issued by companies incorporated
            outside Greece******************************                          1,664                 51             (7)         1,708
          Other ***************************************                          11,403              1,107            (27)        12,483
          Total available-for-sale securities *****************               1,627,424             22,990         (9,291)     1,641,123
          Held-to-maturity securities
          Greek government bonds ***********************                        597,236                  18        (1,076)      596,178
          Mortgage-backed securities**********************                        4,996                 161           (90)        5,067
          Collateralized mortgage obligations ***************                    10,811                  26           (33)       10,804
          Debt securities issued by other governments and public
            entities ************************************                           8,579                 47            (3)        8,623
          Corporate debt securities issued by companies
            incorporated in Greece ***********************                        27,148                  —            —         27,148
          Corporate debt securities issued by companies
            incorporated outside Greece *******************                       1,825              1,097             —          2,922
          Other ***************************************                             863                 36             —            899
          Total held-to-maturity securities ******************                  651,458              1,385         (1,202)      651,641




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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

              The carrying amount of available-for-sale and held-to-maturity securities and their approximate fair values at
          December 31, comprised:
                                                                                                             1998
                                                                                                    Gross           Gross
                                                                               Amortized          Unrealized      Unrealized
                                                                                 Cost               Gains          (Losses)    Fair Value
                                                                                                      (GRD in millions)
          Available-for-sale securities
          Greek government bonds ***********************                        580,312              8,260         (1,635)      586,937
          Mortgage-backed securities**********************                       51,549                 94           (195)       51,448
          Collateralized mortgage obligations ***************                    96,354                180           (478)       96,056
          Debt securities issued by other governments and
            public entities ******************************                      129,494              3,532           (362)      132,664
          Corporate debt securities issued by companies
            incorporated in Greece ***********************                        62,159             3,971           (265)       65,865
          Corporate debt securities issued by companies
            incorporated outside Greece *******************                       12,182                  39         (193)       12,028
          Equity securities issued by companies incorporated in
            Greece ************************************                           12,381             9,320             —         21,701
          Equity securities issued by companies incorporated
            outside Greece******************************                         15,830              6,002            (63)        21,769
          Other ***************************************                          29,923              1,225           (115)        31,033
          Total available-for-sale securities *****************                 990,184             32,623         (3,306)     1,019,501
          Held-to-maturity securities
          Greek government bonds ***********************                      1,746,780             44,868           (133)     1,791,515
          Mortgage-backed securities**********************                        3,389                114            (56)         3,447
          Collateralized mortgage obligations ***************                     9,227                 51             (1)         9,277
          Debt securities issued by other governments and
            public entities ******************************                          8,429               129             (4)        8,554
          Corporate debt securities issued by companies
            incorporated in Greece ***********************                        23,551                  —            —         23,551
          Corporate debt securities issued by companies
            incorporated outside Greece *******************                         458                 —              —             458
          Other ***************************************                           3,583              3,571             —           7,154
          Total held-to-maturity securities ******************                1,795,417             48,733           (194)     1,843,956

               At December 31, 1998, the Group transferred GRD 628,249 million of Greek government bonds from the
          available-for-sale portfolio to the held-to-maturity portfolio. At the time of transfer, the unrealized gain of
          GRD 12,889 million is included in other comprehensive income, net of taxes, and amortized over the life of the
          securities.
               Also at December 31, 1998, the Group transferred GRD 128,401 million of Greek government bonds from
          the trading portfolio to the available-for-sale portfolio. The unrealized gains on these securities at the time of
          transfer was GRD 4,843 million and is included in net trading profit.




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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

              The carrying amount of available-for-sale and held-to-maturity securities and their approximate fair values at
          December 31, comprised:
                                                                                                           1999
                                                                                                     Gross         Gross
                                                                             Amortized             Unrealized    Unrealized
                                                                               Cost                  Gains        (Losses)    Fair Value
                                                                                                    (GRD in millions)
          Available-for-sale securities
          Greek government bonds ***********************                       410,017                7,382          (358)     417,041
          Mortgage-backed securities *********************                      63,208                   11        (3,202)      60,017
          Collateralized mortgage obligations **************                    98,367                   —         (5,253)      93,114
          Debt securities issued by other governments and
            public entities ******************************                     185,002                2,170        (6,029)     181,143
          Corporate debt securities issued by companies
            incorporated in Greece***********************                            396                  —            —            396
          Corporate debt securities issued by companies
            incorporated outside Greece ******************                      65,688                   221         (993)      64,916
          Equity securities issued by companies incorporated
            in Greece *********************************                         50,867               25,038        (1,878)      74,027
          Equity securities issued by companies incorporated
            outside Greece *****************************                        21,208                  855        (3,297)      18,766
          Other ***************************************                         52,644                4,789            (7)      57,426
          Total available-for-sale securities ****************                 947,397               40,466       (21,017)     966,846

          Held-to-maturity securities
          Greek government bonds ***********************                     1,749,597               62,484       (13,695)    1,798,386
          Mortgage-backed securities *********************                       2,144                   26           (65)        2,105
          Collateralized mortgage obligations **************                     3,799                   10           (12)        3,797
          Debt securities issued by other governments and
            public entities ******************************                      13,815                   201         (817)      13,199
          Corporate debt securities issued by companies
            incorporated in Greece***********************                       40,327                   220          (19)      40,528
          Corporate debt securities issued by companies
            incorporated outside Greece ******************                      12,192                   204         (144)      12,252
          Other ***************************************                          4,640                    42           —         4,682
          Total held-to-maturity securities *****************                1,826,514               63,187       (14,752)    1,874,949

               Gross realized gains on sales of available-for-sale securities totaled GRD 20,274 million, GRD 28,038
          million and GRD 20,622 million during 1997, 1998 and 1999, respectively. Gross realized losses on sales of
          available-for-sale securities totaled GRD 26 million, GRD 27 million and GRD 4,350 million during 1997, 1998
          and 1999, respectively.




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                                        NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                  YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

              The scheduled maturities of available-for-sale and held-to-maturity debt securities at December 31, 1999
          were as follows:
                                                                                         Available-for-Sale              Held-to-Maturity
                                                                                              Securities                     Securities
                                                                                       Amortized                   Amortized
                                                                                         Cost         Fair Value       Cost         Fair Value
                                                                                                          (GRD in millions)
          For the year ended December 31,
          Due in one year or less *****************************                         98,726            99,645          355,967           356,869
          Due from one to five years **************************                         336,220           336,390        1,116,887         1,151,497
          Due from five to ten years **************************                         175,541           174,750          319,032           332,413
          Due after ten years ********************************                         214,427           208,632           34,628            34,170
          Total ********************************************                           824,914           819,417        1,826,514         1,874,949

               Assets, principally securities, with carrying values of GRD 26,398 million at December 31, 1997, GRD
          97,912 million at December 31, 1998 and GRD 181,369 million at December 31, 1999, were pledged to secure
          public deposits and for other purposes required or permitted by law.

          NOTE 12:       EQUITY METHOD INVESTMENTS

               The Group has investments that are accounted for using the equity method of accounting. The most
          significant of these investments is AGET Heracles Cement Co. S.A., a 26.58% owned publicly traded Greek
          company and a leading producer of cement and related products. At December 31, 1999 the quoted market value
          of the Group’s investment in AGET Heracles Cement Co. S.A. was GRD 139,294 million.

               The summarized financial information below represents an aggregation of the Group’s non-subsidiary
          investees.
                                                                                              December 31,
                                                                  1997                           1998                              1999
                                                        AGET                            AGET                             AGET
                                                       Heracles   Other      Total     Heracles Other     Total         Heracles   Other      Total
                                                                                           (GRD in millions)
          Recorded value ***********************        75,523    15,594    91,117       74,222     17,118     91,340    64,729  26,064  90,793
          Revenue *****************************        172,741    95,646   268,387      191,066     35,817    226,883   188,418 166,231 354,649
          Gross profit **************************        43,526     7,708    51,234       50,658     13,073     63,731    47,852  20,424  68,276
          Net earnings **************************       10,731    14,328    25,059       13,486      1,345     14,831   (11,594)  2,199  (9,395)
          Group’s equity in net earnings ***********     3,309     4,821     8,130        3,791        222      4,013    (3,082)    510  (2,572)
          Dividends ****************************         1,582       162     1,744        1,904         75      1,979        —      297     297
          % Holding ***************************          30.84%                           28.11%                          26.58%
          Balance Sheet data
          Current assets *************************      65,674    42,959   108,633       70,900     69,425    140,325    76,718    109,231   185,949
          Non-current assets *********************      81,813    83,878   165,691       83,647     88,860    172,507    85,855     91,704   177,559
          Current liabilities **********************    46,171    60,502   106,673       53,685     78,228    131,913    66,028     90,541   156,569
          Non-current liabilities ******************    23,738     3,159    26,897       19,492      2,662     22,154    23,598     26,510    50,108
          Net assets ****************************       77,578    63,176   140,754       81,370     77,395    158,765    72,947     73,398   146,345
          Group’s equity in net assets *************    23,925    20,051    43,976       22,873     23,806     46,679    19,389     19,540    38,929

              Other equity investments include Halkis Cement Co. S.A. (26.9%), Phosphate Fertilizers Industries (23.4%),
          Larco Metallourgical S.A. (31.1%) and Siemens Industrial S.A. (30.0%). AGET Heracles is listed on the Athens
          Stock Exchange.

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                                      NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

                During the year, the Group disposed of its investment in Lampsa. The recorded value of Lampsa on
          December 31, 1998, was GRD 3,490 million. The profit on the disposal of Lampsa was GRD 64,088 million and
          is included under Profit on disposal of equity investments. As of December 31, 1999 the Group no longer has any
          economic interest in Lampsa.

              The difference between the cost of acquisition of the investments and the Group’s equity in the investees
          underlying net assets represents purchased goodwill, which is amortized over a period of 20 years.

          NOTE 13:     LOANS AND ALLOWANCE FOR LOAN LOSSES

               Loans made by the Group according to type of loan, which represents the Group’s concentration of credit
          risks, at December 31, comprised:
                                                                                                                1997
                                                                                             Greek residents     Foreign         Total
                                                                                                           (GRD in millions)
          Consumer:
          Residential mortgages *************************************                            845,505          50,682         896,187
          Credit card **********************************************                              85,030             504          85,534
          Auto financing *******************************************                                2,276           3,348           5,624
          Other ***************************************************                               83,835          24,130         107,965
          Total consumer *******************************************                           1,016,646          78,664       1,095,310
          Commercial:
          Industry and mining***************************************                             755,872         109,691         865,563
          Small scale industry***************************************                            234,288           4,511         238,799
          Trade ***************************************************                              428,641          55,071         483,712
          Construction *********************************************                              38,308              —           38,308
          Tourism*************************************************                               121,273           9,282         130,555
          Shipping and transportation*********************************                           117,657          68,950         186,607
          Mortgage************************************************                                29,640          82,577         112,217
          Public **************************************************                              381,351           8,791         390,142
          Other ***************************************************                               72,643          42,805         115,448
          Total commercial *****************************************                           2,179,673         381,678       2,561,351
          Total loans **********************************************                           3,196,319         460,342       3,656,661
          Unearned income *****************************************                                 (818)         (2,017)         (2,835)
          Loans, net of unearned income ******************************                         3,195,501         458,325       3,653,826
          Less: Allowance for loan losses *****************************                                                         (299,276)
                                                                                                                               3,354,550




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                                      NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

               Loans made by the Group according to type of loan, which represents the Group’s concentration of credit
          risks, at December 31, comprised:
                                                                                                         1998
                                                                          Greek residents               Foreign               Total
                                                                                                    (GRD in millions)
          Consumer:
          Residential mortgages *************************                     923,415                      44,930             968,345
          Credit card **********************************                       98,958                         813              99,771
          Auto financing *******************************                         3,358                       3,380               6,738
          Other***************************************                         84,184                      29,594             113,778
          Total consumer*******************************                     1,109,915                      78,717           1,188,632
          Commercial:
          Industry and mining***************************                      764,956                    106,695              871,651
          Small scale industry***************************                     231,021                      5,372              236,393
          Trade***************************************                        525,608                     70,601              596,209
          Construction *********************************                       46,128                         —                46,128
          Tourism*************************************                         99,227                     10,886              110,113
          Shipping and transportation*********************                    159,611                     63,313              222,924
          Mortgage ***********************************                         47,188                     90,229              137,417
          Public **************************************                       508,862                      7,444              516,306
          Other***************************************                         51,504                     43,103               94,607
          Total commercial *****************************                    2,434,105                    397,643            2,831,748
          Total loans **********************************                    3,544,020                    476,360            4,020,380
          Unearned income *****************************                        (2,750)                    (1,136)              (3,886)
          Loans, net of unearned income******************                   3,541,270                    475,224            4,016,494
          Less: Allowance for loan losses *****************                                                                  (282,783)
                                                                                                                            3,733,711




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                                      NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

               Loans made by the Group according to type of loan, which represents the Group’s concentration of credit
          risks, at December 31, comprised:
                                                                                                         1999
                                                                          Greek residents               Foreign               Total
                                                                                                    (GRD in millions)
          Consumer:
          Residential mortgages *************************                   1,050,495                      51,568           1,102,063
          Credit card **********************************                      127,461                       1,167             128,628
          Auto financing *******************************                         5,666                       4,221               9,887
          Other***************************************                        131,986                      55,342             187,328
          Total consumer*******************************                     1,315,608                    112,298            1,427,906
          Commercial:
          Industry and mining***************************                       735,878                   181,979              917,857
          Small scale industry***************************                      227,965                     4,134              232,099
          Trade***************************************                         708,755                    95,363              804,118
          Construction *********************************                        36,070                    24,941               61,011
          Tourism*************************************                          80,622                    14,730               95,352
          Shipping and transportation*********************                     197,578                    88,573              286,151
          Mortgage ***********************************                          51,287                   147,141              198,428
          Public **************************************                        693,652                    15,672              709,324
          Other***************************************                         111,806                    70,471              182,277
          Total commercial *****************************                    2,843,613                    643,004            3,486,617
          Total loans **********************************                    4,159,221                    755,302            4,914,523
          Unearned income *****************************                           (94)                    (5,053)              (5,147)
          Loans, net of unearned income******************                   4,159,127                    750,249            4,909,376
          Less: Allowance for loan losses *****************                  (232,458)                   (39,463)            (271,921)
          Total Net Loans *****************************                     3,926,669                    710,786            4,637,455

               Included in the above table 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 GRD 18,786 million and
          numbered 1,565 in 1997, GRD 33,859 million and numbered 4,638 in 1998 and GRD 35,132 million and
          numbered 3,198 in 1999. Interest on such loans is recognized on the accrual basis and totaled GRD 2,553, GRD
          4,950 million and GRD 6,550 million in 1997, 1998 and 1999, respectively.




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                                      NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

              An analysis of the change in the allowance for loan losses for the years ended December 31, follows:
                                                                                                          1997         1998            1999
                                                                                                                  (GRD in millions)
          Balance at January 1 ******************************************** 336,412                                   299,276         282,783
          Provision for Loan Losses****************************************  33,774                                    43,965          22,108
          Less:Write-offs ************************************************* (75,802)                                  (61,423)        (37,890)
          Recoveries ****************************************************     1,336                                     1,088           1,780
          Net Write-offs *************************************************                             (74,466)       (60,335)        (36,110)
          Translation differences*******************************************                             3,556           (123)          3,140
          Allowance at December 31, **************************************                             299,276        282,783         271,921

              Non-performing loans by sector, which the Group considers to be impaired at December 31, comprised:
                                                                                                         1997
                                                                          Greek residents               Foreign                    Total
                                                                                                    (GRD in millions)
          Consumer:
          Residential mortgages *************************                      58,439                       2,130                 60,569
          Credit card **********************************                       16,964                          30                 16,994
          Auto financing *******************************                            —                          190                    190
          Other***************************************                         11,437                       1,002                 12,439
          Total consumer*******************************                        86,840                       3,352                 90,192
          Commercial:
          Industry and mining***************************                      132,261                      8,518                 140,779
          Small scale industry***************************                      44,450                        454                  44,904
          Trade***************************************                         50,617                      6,635                  57,252
          Construction *********************************                        4,949                         —                    4,949
          Tourism*************************************                         61,349                      1,109                  62,458
          Shipping and transportation*********************                     43,849                     13,700                  57,549
          Mortgage ***********************************                             —                       2,652                   2,652
          Public **************************************                         5,249                         —                    5,249
          Other***************************************                         15,875                        701                  16,576
          Total commercial *****************************                      358,599                     33,769                 392,368
          Total loans **********************************                      445,439                     37,121                 482,560
          Unearned income *****************************                            —                        (370)                   (370)
          Loans, net of unearned income******************                     445,439                     36,751                 482,190
          Less: Allowance for loan losses *****************                                                                      (273,426)
                                                                                                                                 208,764
          Average balance ******************************                                                                         487,233
          Interest recognized ****************************                                                                        12,966




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                                      NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

              Non-performing loans by sector, which the Group considers to be impaired at December 31, comprised:
                                                                                                         1998
                                                                          Greek residents               Foreign                Total
                                                                                                    (GRD in millions)
          Consumer:
          Residential mortgages *************************                      68,870                         897             69,767
          Credit card **********************************                       22,437                          37             22,474
          Auto financing *******************************                            —                          164                164
          Other***************************************                         16,294                       2,303             18,597
          Total consumer*******************************                       107,601                       3,401            111,002
          Commercial:
          Industry and mining***************************                      100,415                      5,957             106,372
          Small scale industry***************************                      39,969                        261              40,230
          Trade***************************************                         56,517                      4,167              60,684
          Construction *********************************                        4,822                         —                4,822
          Tourism*************************************                         58,261                        526              58,787
          Shipping and transportation*********************                     44,991                     13,872              58,863
          Mortgage ***********************************                             —                       2,895               2,895
          Public **************************************                         2,483                         —                2,483
          Other***************************************                         13,073                        679              13,752
          Total commercial *****************************                      320,531                     28,357             348,888
          Total loans **********************************                      428,132                     31,758             459,890
          Unearned income *****************************                            —                        (118)               (118)
          Loans, net of unearned income******************                     428,132                     31,640             459,772
          Less: Allowance for loan losses *****************                                                                  (253,676)
                                                                                                                              206,096
          Average balance ******************************                                                                     470,981
          Interest recognized ****************************                                                                    12,558




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                                      NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

              Non-performing loans by sector, which the Group considers to be impaired at December 31, comprised:
                                                                                                         1999
                                                                          Greek residents               Foreign                     Total
                                                                                                    (GRD in millions)
          Consumer:
          Residential mortgages *************************                      73,471                         922                74,393
          Credit card **********************************                       22,544                          —                 22,544
          Auto financing *******************************                             2                         146                   148
          Other***************************************                         14,869                       4,484                19,353
          Total consumer*******************************                       110,886                       5,552               116,438
          Commercial:
          Industry and mining***************************                       76,699                      7,510                 84,209
          Small scale industry***************************                      39,564                        375                 39,939
          Trade***************************************                         47,808                      5,338                 53,146
          Construction *********************************                        6,471                        350                  6,821
          Tourism*************************************                         45,433                        661                 46,094
          Shipping and transportation*********************                     39,642                     20,008                 59,650
          Mortgage ***********************************                         11,263                      1,949                 13,212
          Public **************************************                         2,530                        390                  2,920
          Other***************************************                          5,058                      4,295                  9,353
          Total commercial *****************************                      274,468                     40,876                315,344
          Total loans **********************************                      385,354                     46,428                431,782
          Less: Allowance for loan losses *****************                                                                     (246,743)
                                                                                                                                 185,039
          Average balance ******************************                                                                        461,807
          Interest recognized ****************************                                                                           8,844

          NOTE 14:     PREMISES AND EQUIPMENT AND LEASE COMMITMENTS
              Premises and equipment at December 31, comprised:
                                                                                                       1997          1998               1999
                                                                                                                (GRD in millions)
          Land *******************************************************       42,210                                   48,705           63,478
          Buildings *************************************************** 110,114                                      110,790          103,562
          Furniture and machinery ***************************************    12,750                                   12,957           37,503
          Leasehold improvements ***************************************     23,771                                   27,165            4,316
          Office equipment *********************************************      33,849                                   40,733           52,691
          Vehicles ****************************************************       1,838                                    2,085            2,189
          Other*******************************************************       12,555                                   10,539            8,660
          Total, at cost************************************************* 237,087                                    252,974          272,399
          Less: accumulated depreciation********************************** (121,265)                                (127,078)        (133,036)
          Net book value*********************************************** 115,822                                      125,896          139,363



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                                      NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

               Certain Group premises and equipment are leased under various operating leases. Rental expense was GRD
          10,992 million, GRD 11,868 million and GRD 8,860 million for the years ended December 31, 1997, 1998 and
          1999, respectively.
               Future minimum rental commitments under non-cancellable operating leases are presented below. The
          Group did not enter into material capital leases.
                                                                                                                     Operating Leases
                                                                                                                     (GRD in millions)
              2000****************************************************************                                         5,805
              2001****************************************************************                                         5,156
              2002****************************************************************                                         4,527
              2003****************************************************************                                         4,274
              2004****************************************************************                                         4,175
              Thereafter ***********************************************************                                      15,570
              Total minimum lease payments ******************************************                                     39,507


          NOTE 15:     OTHER ASSETS
              Other assets at December 31, comprised:
                                                                                                          1997        1998            1999
                                                                                                                 (GRD in millions)
          Assets acquired through foreclosure proceeding **********************      43,479                           47,632          43,408
          Accounts receivable of non-financial services sector subsidiaries ********  85,875                           97,362         136,266
          Deferred tax assets********************************************** 121,383                                   97,486         111,333
          Amounts due from parties with collection agreements ***************** 106,071                              118,154          26,566
          Amounts due from Greek Industrial Reconstruction Organisation ********     36,785                           29,940           5,364
          Taxes withheld *************************************************            8,419                           26,307          58,145
          European Re-development Fund ***********************************           57,158                           28,799          28,343
          Amounts receivable from sales of bonds ****************************            —                                —           51,028
          Other********************************************************* 225,121                                      90,429         139,540
                                                                                    684,291                          536,109         599,993


          NOTE 16:     PLEDGED ASSETS
               At December 31, 1999, the Bank has pledged bonds of GRD 256,684 million to the Central Bank to increase
          borrowing capacity.

          NOTE 17:     DEPOSITS
               The aggregate amount of short-term certificates of deposit, each with a minimum denomination of GRD 33
          million, which approximates U.S.$100,000, was GRD 108 billion at December 31, 1999.
              At December 31, 1999, interest-bearing deposits with scheduled maturities in excess of one year were GRD
          727 billion.




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                                         NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                   YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

               Deposits made by Greek residents and foreign customers at December 31, comprised:
                                                                                1997                                             1998
                                                               Greek                                            Greek
                                                              residents      Foreign        Total              residents       Foreign          Total
                                                                          (GRD in millions)                                (GRD in millions)
          Interest bearing:
          Public sector ******************************     26,777                  1,849         28,626               20,069      2,221          22,290
          Private sector ******************************
             Corporations*****************************    571,200              101,678          672,878        1,497,380        97,583         1,594,963
             Individuals ****************************** 8,114,013               61,996        8,176,009        8,414,290       114,661         8,528,951
          Interbank *********************************     431,358              415,331          846,689           54,166       128,950           183,116
          Other ************************************           16                  150              166               38           431               469
          Total interest bearing deposits ****************    9,143,364        581,004        9,724,368        9,985,943       343,846     10,329,789
          Non-interest bearing:
          Public sector ******************************         298,381             5,757        304,138          165,447          8,037         173,484
          Private sector ******************************
             Corporations*****************************         386,402         226,327          612,729          335,272       273,390          608,662
             Individuals ******************************         41,766         170,030          211,796            8,613       191,103          199,716
          Interbank *********************************           68,503         111,902          180,405           78,956       130,190          209,146
          Other ************************************                —               —                —                —             —                —
          Total non-interest bearing deposits: ************    795,052         514,016        1,309,068          588,288       602,720         1,191,008
          Public sector ******************************    325,158                  7,606        332,764          185,516         10,258         195,774
          Private sector ******************************
             Corporations*****************************    957,602              328,005        1,285,607        1,832,652       370,973         2,203,625
             Individuals ****************************** 8,155,779              232,026        8,387,805        8,422,903       305,764         8,728,667
          Interbank *********************************     499,861              527,233        1,027,094          133,122       259,140           392,262
          Other ************************************           16                  150              166               38           431               469
          Total deposits: ****************************        9,938,416      1,095,020       11,033,436       10,574,231       946,566     11,520,797




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                                      NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

              Deposits made by Greek residents and foreign customers at December 31, comprised:
                                                                                                                 1999
                                                                                         Greek residents         Foreign              Total
                                                                                                            (GRD in millions)
          Interest bearing:
          Public sector ******************************************                            523,824                45,628          569,452
          Private sector ******************************************
          Corporations ******************************************                          1,131,147                 231,641        1,362,788
          Individuals ********************************************                         8,499,922                 552,640        9,052,562
          Interbank *********************************************                            211,675                 663,977          875,652
          Other ************************************************                              45,998                   2,397           48,395
          Total interest bearing deposits ****************************                    10,412,566               1,496,283       11,908,849
          Non-interest bearing:
          Public sector ******************************************                            310,872                   231          311,103
          Private sector ******************************************
          Corporations ******************************************                             272,422                61,504          333,926
          Individuals ********************************************                             46,002                30,552           76,554
          Interbank *********************************************                             145,902                45,074          190,976
          Other ************************************************                               74,277                 7,306           81,583
          Total non-interest bearing deposits: ************************                       849,475               144,667          994,142
          Public sector ******************************************                            834,696                45,859          880,555
          Private sector ******************************************
          Corporations ******************************************                          1,403,569                 293,145        1,696,714
          Individuals ********************************************                         8,545,924                 583,192        9,129,116
          Interbank *********************************************                            357,577                 709,051        1,066,628
          Other ************************************************                             120,275                   9,703          129,978
          Total deposits: ****************************************                        11,262,041               1,640,950       12,902,991

          NOTE 18:     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.
                                                                                                            1997          1998          1999

          Weighted average rate at year end ***********************************                           24.72%         22.66%        10.9%
          Weighted average rate, annual **************************************                             9.68%         14.30%        12.5%
          Average balance outstanding during the year in GRD millions ************                         44,644         28,455       33,244
          Maximum month-end amount during the period************************                               85,174         61,270       58,061




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                                      NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

          NOTE 19:     SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
               Securities sold under agreements to repurchase are reflected at the amount of cash received in connection
          with the transaction. Maturities of such agreements to repurchase are typically overnight to six months.
          Information concerning securities sold under agreements to repurchase is summarized as follows:
                                                                                                          1997        1998            1999
                                                                                                                 (GRD in millions)
          Securities sold under agreements to repurchase:
          Amount outstanding at year end (December) ************************                           204,400       278,370         752,848
          Average outstanding during the year *******************************                          160,152       219,308         465,671
          Weighted average interest rate during the year ***********************                         6.3%          5.8%           8.53%
          Weighted average interest rate at year end***************************                          7.1%          9.0%           7.78%
          Amount outstanding at month end:
          January *******************************************************                              142,024       255,798         432,300
          February ******************************************************                              127,494       199,662         526,411
          March ********************************************************                               135,478       210,109         440,943
          April *********************************************************                              139,249       181,681         595,433
          May**********************************************************                                144,648       197,658         456,393
          June**********************************************************                               155,794       201,512         326,591
          July **********************************************************                              160,957       207,526         278,627
          August *******************************************************                               176,432       209,146         351,770
          September*****************************************************                               179,562       203,801         448,491
          October *******************************************************                              208,029       270,947         571,894
          November *****************************************************                               192,012       225,486         774,556

          NOTE 20:     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 one year of their issue date, had a balance of GRD 103,803 million, GRD 108,543 million
          and GRD 39,292 million in 1997, 1998 and 1999, respectively. The weighted average interest rates were 12.2%
          in 1997, 11.6% in 1998 and 10.5% in 1999. The remainder of the balance, GRD 50,606 million in 1997,
          GRD 44,295 million in 1998 and GRD 20,816 million in 1999, represents miscellaneous borrowings of various
          subsidiaries, which carried an average interest rate of 14.3% for 1997 and 1998 and 7.0% for 1999.




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                                      NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

          NOTE 21:     ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES
              Accounts payable, accrued expenses and other liabilities at December 31, comprised:
                                                                                                        1997          1998           1999
                                                                                                                (GRD in millions)
          Accrued expenses and deferred income****************************                            138,405         99,168         64,546
          Amounts due to re-insurers *************************************                             19,329         28,768          6,405
          Income and other taxes payable**********************************                             91,205         83,249        132,473
          Accounts payable and other *************************************                            389,476        325,450        207,675
          Accrued interest and commissions********************************                             72,922         78,183         47,213
          Deferred taxation *********************************************                              45,421         71,680        152,033
          Amounts due to third-parties under collection agreements ************                        78,329         73,872        102,619
          Provision for pensions *****************************************                             35,300         40,469         34,970
          Provision for other retirement benefits ****************************                          33,376         51,458         51,922
          Dividends payable*********************************************                                6,153         23,062         29,036
          Accounts payable of non-financial services sector subsidiaries *********                      25,603         21,182         11,631
          Amounts accrued by foreign branches ****************************                              7,941         15,412         23,742
          Amounts due to government agencies *****************************                              5,797         16,113          8,913
          Payroll related accruals*****************************************                             6,087          7,041          7,197
          European Re-development Fund *********************************                               57,158         28,799         28,343
                                                                                                    1,012,502        963,906        908,718




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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

          NOTE 22:      INSURANCE RESERVES
          Property-casualty reserves
               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,
                                                                                                           1997         1998          1999
                                                                                                                  (GRD in millions)
          Reserve for unpaid claims and claim adjustment expenses as at
            January 1, ***************************************************                                91,872      123,649      135,753
          Incurred claims and claim adjustment expenses:
          Provision for insured events of the current year **********************                         68,005          58,721     95,967
          Change in provision for insured events of prior years *****************                          5,405           3,056    (23,726)
          Total incurred claims and claim adjustment expenses ******************                          73,410          61,777     72,241
          Payments
          Claims and claim adjustment expenses attributable to insured events of the
            current year *************************************************                                19,695          21,796     28,415
          Claims and claim adjustment expenses attributable to insured events of
            prior years **************************************************                                22,579          30,677     30,179
          Total payments *************************************************                                42,274          52,473     58,594
          Changes in unearned premium reserves *****************************                                 641           2,800      4,125
          Reserves for unpaid claims and claim adjustment expenses as at
            December 31, ************************************************                               123,649       135,753      153,525

          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 23:      LONG-TERM DEBT
               Long-term debt (original maturities of more than one year) at December 31, comprised:
                                                                                                                   1997
                                                                                         Under                          After
                                                                                         1 year          1-5 years     5 years      TOTAL
                                                                                                            (GRD in millions)
          By remaining maturity
          Senior Debt:
          Fixed Rate *******************************************                          9,760           14,742          2,232      26,734
          Variable Rate *****************************************                           110            2,552            165       2,827
          Subordinated Debt:
            Variable Rate ***************************************                            —            56,105             —       56,105
          Total ************************************************                          9,870           73,399          2,397      85,666

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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

                                                                                                                    1998
                                                                                         Under                          After
                                                                                         1 year          1-5 years     5 years     TOTAL
                                                                                                            (GRD in millions)
          By remaining maturity
          Senior Debt:
          Fixed Rate *******************************************                          8,515             7,293          2,734   18,542
          Variable Rate *****************************************                            86             2,801             —     2,887
          Subordinated Debt:
          Variable Rate *****************************************                            —            50,836              —    50,836
          Total ************************************************                          8,601           60,930           2,734   72,265

                                                                                                                   1999
                                                                                        Under                           After
                                                                                        1 year          1-5 years      5 years     TOTAL
                                                                                                           (GRD in millions)
          By remaining maturity
          Senior Debt:
          Fixed Rate ******************************************                           2,124            8,446           1,217   11,787
          Variable Rate****************************************                           1,966            9,459           3,805   15,230
          Subordinated Debt:
          Variable Rate****************************************                              —            59,177              —    59,177
          Total***********************************************                            4,090           77,082           5,022   86,194


          Senior fixed rate debt
                The Group’s senior fixed rate debt of GRD 11.8 billion at December 31, 1999 matures through 2007 and
          pays interest either semi-annually or annually. Debt denominated in Greek drachma (GRD 6.5 billion at
          December 31, 1999) had a weighted average interest rate of 3.1%. Euro denominated debt (converted to GRD 1
          billion) had a weighted average interest rate of 2.5%; Swiss franc denominated debt (converted to GRD 1.4
          billion) had a weighted average interest rate of 6.4% and Deutsche mark denominated debt (converted to
          GRD 2.9 billion) had a weighted average interest rate of 2.5%.

          Senior variable rate debt
               The Group’s senior variable rate debt of GRD 15.3 billion matures through 2007 and pays interest either
          quarterly or semi-annually. Of this amount, GRD 2.1 billion is denominated in Deutsche marks and carries a
          weighted average interest rate of 2.8%, GRD 5.4 billion is denominated in Euro and carries a weighted average
          interest rate of 3.2%, GRD 0.7 billion is denominated in U.S. dollars and carries a weighted average interest rate
          of 8.7%, GRD 0.1 billion is denominated in GBP and carries a weighted average interest rate of 5.2%, and the
          remainder of the senior variable rate debt amounting to GRD 7 billion, is denominated in Greek drachma and
          carries a weighted average interest rate of 9.5%.

          Subordinated variable rate debt
                In June 1997, the Bank guaranteed the subordinated Floating Rate Notes denominated in United States
          dollars due in 2007 issued by its subsidiary, NBG Finance. The notes may be redeemed at the option of the Bank
          after June 2002. The notes carry interest not materially different from LIBOR (6.5% at December 31, 1999) plus

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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

          60 b.p. to June 2002 and LIBOR plus 130 b.p. thereafter which is paid semi-annually. The subordinated loan is
          carried at amortised cost. The discount, commissions, and other costs related to the issuance of these notes are
          amortised as interest expense on a constant yield basis over the period from the placement to the first redemption
          option.

          NOTE 24:      MANDATORILY CONVERTIBLE BOND

               In August 1996, the Bank issued to the Hellenic Republic 8,076,370 mandatorily convertible bonds in five
          trances of 1,615,274 bonds each at a par value of GRD 12,651. 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 trance of the bonds
          matured(s) annually on November 15 from the year of issuance. The final trance matures on November 15, 2001.
          Interest on the bonds is due annually on November 15 and accrues according to each trance’s maturity date (8%,
          7%, 6%, 5% and 5% for the trances maturing in 1997, 1998, 1999, 2000 and 2001, respectively).

          NOTE 25:      FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND OTHER
                        DERIVATIVE FINANCIAL INSTRUMENTS

              In the normal course of business, the Group is a party to financial instruments with off-balance sheet risk to
          meet its financing needs and those of its customers, through, the use of commitments to extend credit,
          commercial and standby letters of credit.

               To reduce its own exposure to fluctuations in interest rates, and as of 1999, to benefit from fluctuations in the
          economic environment, the Group trades in and/or uses outright foreign exchange forwards, interest rate and
          foreign exchange swaps, futures and options. Those instruments involve, to varying degree, elements of credit and
          interest rate risk in excess of the amount recognised in the consolidated balance sheets. The contract or notional
          amounts of those instruments reflect the extent of the Group’s involvement in particular classes of financial
          instruments.

               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, 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. For derivative financial
          instruments, the contract or notional amounts do not represent exposure to credit loss. The Group controls the
          credit risk of its derivative financial instruments through credit approvals, limits, and monitoring procedures.

              The following tables summarise the Group’s off-balance-sheet financial instruments as of December 31,
          1997, 1998 and 1999.
                                                                                                        1997         1998              1999
                                                                                                                 (GRD in millions)
          Financial instruments whose contract amounts represent credit risk:
            Commitments to extend credit:
            Commercial ************************************************                               90,473         94,379          1,186,270
            Commercial real estate ***************************************                             1,493            575              3,866
            Residential real estate ****************************************                          13,811         13,865             45,393
          Commercial letters of credit*************************************                           37,347         34,226             55,519
          Standby letters of credit and financial guarantees written *************                    519,338        625,146            667,968

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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

              Notional amounts of financial instruments at December 31, whose notional or contract amounts exceed the
          amount of credit risk:
                                                                                                    1998                          1999
                                                                                         Notional           Fair       Notional           Fair
                                                                                          Value             Value        Value            Value
                                                                                                            (GRD in millions)
          Trading:
          Financial futures
             In the money *************************************                                  —                —            —             —
             Out of the money **********************************                                 —                —         6,111          (242)
          Options
             In the money *************************************                                  —                —         1,500            91
             Out of the money **********************************                                 —                —         5,000          (342)
          Other than trading:
          Interest rate swaps
             In the money *************************************                           188,761              875        175,632          2,442
             Out of the money **********************************                          321,131           (7,656)       133,137         (5,687)
          Cross currency interest rate swaps
             In the money *************************************                            81,619            2,326        171,320          8,541
             Out of the money **********************************                          336,764          (17,668)       318,107        (17,767)
          Foreign exchange swaps
             In the money *************************************                        1,904,096            52,904       1,762,218        66,031
             Out of the money **********************************                       2,095,175           (56,139)      1,494,794       (61,214)
          Financial futures
             In the money *************************************                                 —                 —       476,986         8,686
             Out of the money **********************************                             1,798                (3)     135,812          (193)
          Outright foreign exchange forwards
             In the money *************************************                            26,652                  44     153,382         1,417
             Out of the money **********************************                           34,027                (110)    117,162          (901)
          Options
             In the money *************************************                           152,926                 284      88,853           250
             Out of the money **********************************                          111,510                (479)     75,275          (368)
               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, and
          contracted fixed interest rates in the range of 5% to 14%, except for consumer commitments. 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)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

                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%. The average
          amount collateralized for 1999 is approximately 40 percent.

               Swap Agreements. Interest-rate swap transactions generally involve the exchange of fixed- and floating-rate
          interest-payment obligations without the exchange of the underlying principal amounts. Cross currency interest
          rate swaps involve the exchange of both interest and principal amounts in two different currencies. Foreign
          exchange swaps involve the exchange of principle amounts in two different currencies. Notional principal
          amounts often are used to express the volume of these transactions, but the amounts subject to credit risk are
          much smaller. Credit risk is the amount of loss that the Group would suffer if all counterparties failed to perform
          according to the terms of the contracts based on the interest rates at each respective period.

               During 1997, 1998 and 1999, the Group entered into agreements to pay fixed-rate interest payments in
          exchange for variable market-indexed interest payments (interest-rate swaps). The weighted-average fixed-
          payment rates were 8.96 percent, 8.02 percent and 7.52 percent at December 1997, 1998 and 1999, respectively,
          with original terms of 3.52, 4.67 and 5.25 years for 1997, 1998 and 1999 respectively. Variable-interest payments
          are predominantly based on the 1, 3, 6 months and one-year interbank offering rates. At December 31, 1997,
          1998 and 1999, the weighted-average rate of variable market-indexed interest payment obligations was 7.22,
          7.01 and 7.06 percent, respectively. The effect of these agreements was to convert its fixed rate assets to variable
          rate assets.

               Financial Futures. Interest-rate financial futures 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. Interest-rate financial futures contacts are standardized and are traded on exchanges. The exchange assumes
          the risk that a counterparty will not pay and generally requires margin payments to minimize such risk. Market
          risks arise from movements in interest rates and security values.

               The Group uses financial futures contracts to hedge interest-rate exposure generally to reduce the interest
          rate risk by shortening the repricing profile on floating-rate debt that reprices within one year.

               The Bank is a market maker in index futures for the Athens Stock Exchange as such, the Bank is obliged to
          enter into index futures contracts, which are held for speculative purposes. The realized and unrealized gains and
          losses on these derivatives are recognized in non-interest income.

               Outright Foreign Exchange Forwards. Foreign exchange forward contracts are agreements to exchange at a
          specified future date, currencies of different countries at a specified rate. The Group uses foreign exchange
          forwards to hedge various exposures to the international currencies market resulting from loans granted and
          fundings obtained in other than the local currency, as well as foreign currency positions held on behalf of
          customers.




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                                      NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

          NOTE 26:     OTHER NON-INTEREST INCOME

              Other non-interest income at December 31, comprised:
                                                                                                          1997          1998            1999
                                                                                                                   (GRD in millions)
          Insurance operations income ************************************** 133,632                                   138,608         149,594
          Chemical industries sales ****************************************   38,748                                   35,223              —
          Mutual funds fees **********************************************      7,928                                   12,256          49,609
          Warehouse fees ************************************************       2,196                                    2,375           2,707
          Hotel revenues *************************************************      6,912                                    8,125           9,624
          Profit on sales of properties **************************************   1,993                                    3,000          14,332
          Other*********************************************************       26,987                                   29,981          30,706
                                                                              218,396                                  229,568         256,572


          NOTE 27:     OTHER NON-INTEREST EXPENSE

              Other non-interest expense at December 31, comprised:
                                                                                                          1997          1998            1999
                                                                                                                   (GRD in millions)
          Reinsurance premiums and insurance operating costs ****************** 152,311                                144,179         139,039
          Chemical industries cost of sales **********************************   28,957                                 26,836              —
          Mutual funds management costs***********************************        3,997                                  9,460           9,923
          Warehouses cost of services **************************************      2,338                                  1,637             779
          Hotel running costs *********************************************       6,321                                  6,806           6,655
          Credit card costs ***********************************************       4,458                                  4,600           3,483
          Broker costs ***************************************************        1,851                                  1,908           6,862
          Loss on property sales*******************************************       1,619                                  1,495           1,574
          Other*********************************************************         59,043                                 69,861          67,945
                                                                                260,895                                266,782         236,260


          NOTE 28:     INCOME TAXES

              The significant components of the provision for income taxes for the years ended December 31, 1997, 1998
          and 1999 are as follows:
                                                                                                          1997          1998            1999
                                                                                                                   (GRD in millions)
          Current tax provision:
          Statutory ******************************************************                               35,564         61,181          91,469
          Deferred taxation ***********************************************                              (9,093)        41,953          40,518
                                                                                                         26,471        103,134         131,987




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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

               The differences between the statutory income tax rates and the effective tax rates are summarized as follows:
                                                                                                           1997        1998             1999
                                                                                                                  (GRD in millions)
          Average statutory income tax rates(1) *******************************                            30.66%        38.07%          39.57%
          Effect of tax — exempt income ***********************************                               (10.35)%       (5.00)%        (19.79)%
          Effect of companies with losses ***********************************                               6.47%         0.75%           5.30%
          Non deductible expenses *****************************************                                 9.08%         1.33%           1.75%
          Other*********************************************************                                   11.26%         7.20%           4.99%
          Average effective rate *******************************************                               47.12%        42.35%          31.82%

          (1) The average statutory income tax rates are used in view of the fact that the consolidated subsidiaries are
              taxed under different tax rates depending on the nature of their entrepreneurial activity, the jurisdiction in
              which taxes are levied, and whether they are listed on the Athens Stock Exchange.
               The significant components of deferred income tax assets and liabilities at December 31, comprised:
                                                                                                         1997         1998              1999
                                                                                                                  (GRD in millions)
          Deferred Tax Assets:
          Allowance for loan losses ***************************************                             30,138        22,616           26,684
          Accrued expenses **********************************************                               43,569        51,473           43,281
          Securities*****************************************************                               44,337        16,111           24,640
          Lease transactions**********************************************                               1,801           479            1,129
          Other ********************************************************                                 1,538         6,807           15,599
          Total deferred tax assets*****************************************                           121,383        97,486          111,333
          Deferred Tax Liabilities:
          Tax free reserves***********************************************                             (28,126)       (29,513)         (98,507)
          Other ********************************************************                               (17,295)       (42,167)         (53,526)
          Total deferred tax liabilities **************************************                        (45,421)       (71,680)        (152,033)
          Net deferred tax asset/(liability) **********************************                         75,962         25,806          (40,700)

                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 29:      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 GRD 10,720 and 10,614 million at
          December 31, 1998 and 1999, respectively. The terms extended to related parties are similar to those extended to
          unrelated parties.
               During 1999 the Bank entered into certain sell and buyback transactions with the Greek State which
          currently controls directly or indirectly approximately 39.3% of the Bank. The Bank sold Greek government
          bonds and treasury bills to the Greek State from December 17 to December 23, 1999 for GRD 493,226 million
          and agreed to repurchase the same bonds and treasury bills for GRD 494,468 million. Of the difference of

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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

          GRD 1,242 million, 870 million was recognized as interest expense in 1999. The Bank recorded in deposits
          493,266 million related to the above transaction. These sell and buyback agreements were completed by
          January 7, 2000. There were no such transactions in 1997 and 1998.

               The Bank also purchased from the Greek State GRD 42 billion worth of share in ELPE (Greek Petroleum
          Organization) with an agreement to resell them to the Greek State for GRD 42.534 million. This transaction was
          completed on February 7, 2000. The shares are recorded under Federal funds sold and securities purchased under
          agreement to resell. There were no such transactions in 1997 and 1998.

              As at December 31, the Bank had loans due from the Greek State in the amount of GRD 10 billion in 1998
          and 1997 and GRD 8 billion in 1999.

          NOTE 30:      FOREIGN EXCHANGE POSITION

               At December 31, 1999 the Greek drachma equivalent of the assets and liabilities which are denominated in
          foreign currency amounted to GRD 5,459,905 million (GRD 5,070,897 million for 1997 and GRD 5,590,595
          million for 1998) and GRD 6,105,023 million (GRD 4,995,432 million for 1997 and GRD 5,677,949 million for
          1998).

          NOTE 31:      ADDITIONAL PAID-IN CAPITAL

              Additional paid-in capital was capitalized in 1998 in the following instances:

              i.      To preserve the par value of the shares of the Bank at GRD 5,800 per share following the merger with
                      NMB. The par values of the shares of the Bank and NMB prior to the merger were GRD 5,800 and
                      GRD 1,700 respectively. The share capital of the surviving bank (NBG) after the merger would have
                      been GRD 171,477,901,800 divided into 31,528,538 common shares with a resulting par value of
                      GRD 5,439. To retain the par value of the shares of GRD 5,800 each, an amount of GRD 11,387
                      million of additional paid-in capital was capitalized and the number of shares issued and outstanding
                      remained 31,528,538 with a par value of GRD 5,800.

              ii.     To issue bonus shares to existing shareholders by capitalizing special reserves in accordance with
                      Greek legislation. The special reserves are created under Greek law following the sale of certain types
                      of securities and the disposal of fixed assets. These reserves were subject to a one-time special
                      taxation treatment in 1998, which allowed companies to distribute or to capitalize them without
                      further costs. The Bank opted to capitalize these reserves.

          NOTE 32:      STOCK SPLIT

                On January 29, 1999 at an Extraordinary General Meeting, the shareholders approved a four for one stock
          split accompanied by a reduction in the par value of the common shares from GRD 5,800 to GRD 1,450. As a
          result, the number of shares increased from 35,401,744 to 141,606,976. All share and per share data has been
          restated to reflect the stock split.




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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

          NOTE 33:      EARNINGS PER SHARE DATA
               Basic earnings per share in computed by dividing net income for the year attributable to ordinary
          shareholders by the weighted average number of ordinary shares outstanding during the year (GRD in millions,
          except share and per share data).
                                                                                            1997                    1998            1999

          Net Income ***************************************                                  28,570                131,152         219,225
          Interest on convertible bonds (Notes 24 and 37) *********                            4,870                  3,458           2,362
          Adjusted for diluted computation *********************                              33,440                134,610         221,587
          Weighted Average common shares outstanding **********                       162,084,125                192,280,383     210,897,400
          Convertible bonds **********************************                         36,556,924                 20,439,574      19,153,041
          Adjusted for diluted computation *********************                      198,641,049                212,719,957     230,050,441
          Earnings per common share — basic ******************                        GRD          176           GRD       682   GRD 1,039
          Earnings per common share — assuming dilution ********                      GRD          168           GRD       633   GRD 963
               The weighted average number of common shares has given effect to the rights issue in the second quarter of
          1999, which contained bonus elements, the stock split in early 1999, and the capitalization of additional paid in
          capital in the second quarter of 2000.

          NOTE 34:      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 Bank.

          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 Bank’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, 1999, 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, 1999 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)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

             The Bank’s actual capital amounts and ratios are also presented in the table below (amounts are expressed in
          GRD million, except ratios):
                                                                                                                            For Capital
                                                                                                Actual                   Adequacy Purposes
                                                                                           Amount      Ratio            Amount        Ratio

          As of December 31, 1999:
            Total Capital ***************************************                          763,638          15.1%       405,013       8.0%
            (to Risk-Weighted Assets)
          Tier 1 Capital ****************************************                          696,504          13.8%       202,507       4.0%
            (to Risk-Weighted Assets)
          As of December 31, 1998:
            Total Capital ***************************************                          488,694          11.7%       334,795       8.0%
            (to Risk-Weighted Assets)
          Tier 1 Capital ****************************************                          428,258          10.2%       167,398       4.0%
            (to Risk-Weighted Assets)
          As of December 31, 1997:
            Total Capital ***************************************                          424,404          11.9%       285,545       8.0%
            (to Risk-Weighted Assets)
          Tier 1 Capital ****************************************                          333,854               9.3%   142,772       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 GRD million, except ratios):
                                                                                                                            For Capital
                                                                                                Actual                   Adequacy Purposes
                                                                                           Amount      Ratio            Amount        Ratio

          As of December 31, 1999:
            Total Capital ***************************************                          891,537          14.5%       493,360       8.0%
            (to Risk-Weighted Assets)
          Tier 1 Capital ****************************************                          825,517          13.4%       246,680       4.0%
            (to Risk-Weighted Assets)
          As of December 31, 1998:
            Total Capital ***************************************                          504,515          10.3%       390,284       8.0%
            (to Risk-Weighted Assets)
          Tier 1 Capital ****************************************                          435,974               8.9%   195,142       4.0%
            (to Risk-Weighted Assets)
          As of December 31, 1997:
            Total Capital ***************************************                          473,496          10.1%       374,089       8.0%
            (to Risk-Weighted Assets)
          Tier 1 Capital ****************************************                          368,883               7.9%   187,045       4.0%
            (to Risk-Weighted Assets)

          NOTE 36:      FAIR VALUE OF FINANCIAL INSTRUMENTS
               Management uses its best judgement 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

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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

          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 reevaluated or updated for purposes of these consolidated financial
          statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments
          subsequent to the respective reporting dates may be different than the amounts reported at each year end.

               The following information should not be interpreted as an estimate of the fair value of the entire Group since
          a fair value calculation is only provided for a limited portion of the Group’s assets. Due to a wide range of
          valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the
          Group’s disclosures and those of other companies may not be meaningful. The following methods and
          assumptions were used to estimate the fair values of the Group’s financial instruments at December 31, 1997,
          1998 and 1999:

                Financial Instruments Valued at Carrying Value. The carrying amounts of cash and due from banks,
          interest-bearing deposits with banks, federal funds sold and resale agreements approximate their fair value. Fair
          values for trading account securities, which also are the amounts recognized in the consolidated balance sheet, are
          based on quoted market prices of comparable instruments. The carrying amounts of liabilities on acceptances and
          acceptances outstanding approximate their fair value. The carrying amounts of federal funds purchased,
          borrowings under repurchase agreements, and other borrowed funds maturing within 90 days approximate their
          fair values. Fair values of other borrowed funds in excess of 90 days are estimated using discounted cash flow
          analysis based on the Group’s current incremental borrowing rates for similar types of borrowings arrangements.
          The carrying amounts of accrued interest approximate their fair values.

               Available-for-Sale and Held-to-Maturity Securities. Fair values for securities, excluding restricted equity
          securities, are based on available quoted market prices. If quoted market prices are unavailable, fair values are
          based on quoted market prices of comparable instruments. For unquoted securities for which no comparable
          instruments exists, the reported fair value is estimated on the basis of cost, book or appraised value as deemed
          appropriate by management. 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 values are based on carrying values. Fair values for mortgage loans,
          consumer installment loans, credit-card loans, and other consumer loans are estimated using discounted cash flow
          models. The discount rates are based on current market interest rates for similar types of loans. Fair values for
          commercial real estate and commercial loans that do not reprice or do not mature within relatively short time
          frames are 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 values for impaired loans are
          estimated using discounted cash flow analysis or underlying collateral values, where applicable.

               Deposits. The fair values for demand deposits and deposits with no defined maturity are determined to be
          the amount payable on demand at the reporting date. The fair values for fixed-maturity deposits are 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.




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                                         NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                   YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

               The carrying amount, the amount at which financial instruments are reported in the balance sheet, and the
          estimated fair values of the Bank’s financial instruments at December 31, are presented below. For items, which
          reprice frequently and/or are short in duration, carrying value approximates fair value.
                                                                                              Year ended December 31,
                                                                          1997                          1998                           1999
                                                               Carrying           Fair         Carrying       Fair          Carrying           Fair
                                                               Amount             Value         Amount       Value          Amount             Value
                                                                                                 (GRD in millions)
          Financial Assets:
          Cash and due from banks ********************            629,173          629,173        171,268         171,268      603,371          603,371
          Obligatory deposits with Central Bank **********      2,109,114        2,109,114      2,016,844       2,016,844    1,903,605        1,903,605
          Interest bearing deposits with banks ************     1,120,480        1,120,473      1,980,138       1,980,138    1,161,717        1,161,620
          Federal funds sold and securities purchased under
             agreements to resell ***********************          35,045           35,045          7,422           7,422       49,739           49,739
          Money market investments********************            167,511          167,511         50,600          50,600       52,897           52,897
          Trading account securities ********************       2,555,245        2,555,245      2,406,374       2,406,374    3,484,679        3,484,679
          Securities available-for-sale *******************     1,641,123        1,641,123      1,019,501       1,019,501      966,846          966,846
          Securities held-to-maturity ********************        651,458          651,641      1,795,417       1,843,956    1,826,514        1,874,949
          Loans, net of allowance **********************        3,354,550        3,355,556      3,733,711       3,749,030    4,637,455        4,723,770
          Customers liability on acceptances *************            311              311            346             346          888              888
          Total financial assets ************************       12,264,010     12,265,192       13,181,621      13,245,479   14,687,711    14,822,364
          Financial Liabilities:
          Deposits:
          Non-interest bearing deposits******************       1,309,068        1,309,068      1,191,008       1,191,008      994,142       994,142
          Interest bearing *****************************        9,724,368        9,726,088     10,329,789      10,331,362   11,908,849    11,909,233
          Total deposits ******************************        11,033,436     11,035,156       11,520,797      11,522,370   12,902,991    12,903,375
          Central Bank borrowings *********************           481,244        481,244          657,809         657,809       95,652        95,652
          Securities sold under agreements to repurchase ***      204,400        204,400          278,370         278,737      752,848       752,808
          Other borrowed funds************************            154,409        154,409          152,838         152,838       60,108        58,139
          Acceptances outstanding *********************               311            311              346             346          888           888
          Long-term debt *****************************             85,666         85,795           72,265          71,314       86,194        85,604
          Mandatorily convertible bond issues ************         81,740         80,015           61,305          61,906       40,870        39,749
          Total financial liabilities **********************    12,041,206     12,041,330       12,743,730      12,745,320   13,939,551    13,936,215




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                                          NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                    YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

          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, 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           Non-interest      Net income
                                     Total Assets         Interest Income       Interest expense           income                expense       before taxes
                                   (GRD in               (GRD in               (GRD in               (GRD in                (GRD in          (GRD in
                                   millions)     %       millions)     %       millions)     %       millions)    %         millions)    %   millions)    %
          December 31, 1997:
          Banking — Greek ****     11,030,067      82%    907,697      84%      711,527      81%     158,989      39%       250,581    48%    52,178     93%
          Banking Foreign *****     1,756,729      13%    140,935      13%      139,465      16%      30,306       8%        28,627     6%    10,517     19%
          Investment banking ***      214,504       2%     14,617       1%        6,391       1%       4,107       1%         4,421     1%     7,912     14%
          Other — Greek(1) *****      392,969       3%     16,113       2%       18,333       2%     212,626      52%       235,911    45%   (16,137)   (29%)
          Other Foreign *******         6,187       0%        192       0%          182       0%         462       0%           661     0%     1,701      3%
          Total ***************    13,400,456   100%     1,079,554    100%      875,898    100%      406,490     100%       520,201   100%    56,171    100%
          December 31, 1998:
          Banking — Greek ****     11,071,059      78%    982,234      79%      771,313      79%     262,954      47%       282,556    51%   159,038    65%
          Banking Foreign *****     2,298,285      16%    225,536      18%      182,190      19%      24,157       4%        34,242     6%    26,995    11%
          Investment banking ***      335,077       2%     28,156       2%       18,354       2%      18,081       3%         5,352     1%    22,531     9%
          Other — Greek(1) *****      532,673       4%     14,136       1%        1,934       0%     257,508      46%       230,087    42%    38,063    16%
          Other Foreign *******         6,625       0%        865       0%            3       0%       1,031       0%         1,147     0%    (3,112)   (1%)
          Total ***************    14,243,719   100%     1,250,927    100%      973,794    100%      563,731     100%       553,384   100%   243,515    100%
          December 31, 1999:
          Banking — Greek ****     11,791,295      74%    892,091      76%      722,606      82%     297,168      44%       270,336    51%   185,523    44%
          Banking Foreign *****     2,926,599      19%    228,772      19%      136,253      15%      10,496       1%        37,822     7%    57,576    14%
          Investment banking ***      499,925       3%     33,592       3%       24,941       3%      32,157       5%         6,090     1%    32,592     8%
          Other — Greek(1) *****      654,186       4%     20,790       2%        1,617       0%     338,420      50%       216,129    41%   139,934    34%
          Other Foreign *******         6,585       0%        425       0%          116       0%         732       0%         1,899     0%      (899)    0%
          Total ***************    15,878,590   100%     1,175,670    100%      885,533    100%      678,973     100%       532,276   100%   414,726    100%


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

          NOTE 38:         EMPLOYEE BENEFIT PLANS
          a)    Defined Contribution Plans Covered by Greek Law 2084/1992
               The Bank and its subsidiaries sponsor 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 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.




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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

               In 1992, the Greek Parliament passed Law 2084/1992 which, considering provisions of other laws
          mentioned above, limits the Bank and its subsidiaries’ obligations to fund these ‘‘main plans’’ deficits to the
          funding deficits which existed in 1992 for each plan. The passing of this legislation has the effect of limiting the
          Bank and its subsidiaries’ funding obligations to the standard contributions set out by the Ministry of Labor and
          Social Security plus each fund’s 1992 deficit.
                A description of each fund covered under Greek Law 2084/1992 is as follows:

          i)    National Bank of Greece Main Pension Plan
               The NBG Main Pension Plan provides for defined contributions to be made by NBG at a rate of 24.7%
          (increasing to 26.5% by 2002) of the employees salary. Such contributions totaled GRD approximately
          GRD 23.9 billion, GRD 25.6 billion and GRD 28.4 billion in 1997, 1998 and 1999, respectively. In addition, the
          Bank must fund amounts up to GRD 8.6 billion annually for any funding deficits, to the extent any funding deficit
          exists in that year. Current projections indicate that such funding deficits will arise again in 2008 and thereafter.
          As represented by the Bank’s legal counsel, annual funding deficits above the GRD 8.6 billion are not the
          responsibility of NBG in accordance with Greek Law 2084/1992. Employee contributions are 11% of their salary.
          The benefits paid are determined by a formula, which takes into account years of service with NBG and the
          employees’ 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.

          ii)   National Mortgage Bank Main Pension Plan
               The NMB Main Pension Plan was jointly administered with the Bank of Greece pension plans until the end
          of 1998 and provided for defined contributions to be made by NMB. In 1999 NMB employees joined the NBG
          Main Pension Plan, prior years contributions to the NMB Main Pension Plan have been reclassified for
          comparability purposes.

          b)    Defined Contribution Plans Covered by Greek Law 2084/1992 and 2556/1997
               The Bank and its subsidiaries also sponsor 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.

          i)    National Bank of Greece Auxiliary Pension Plan
              The NBG Auxiliary Pension Plan provides for defined contributions to be made by NBG at a rate of 9.0% of
          the employee’s salary. Such contributions totaled approximately GRD 8.8 billion, GRD 9.1 billion and
          GRD 9.54 billion in 1997, 1998 and 1999, 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 NBG and the
          employee’s final pensionable pay. Final pensionable pay is typically less than 75% of actual pay.

          ii)   National Mortgage Bank Auxiliary Pension Plan
                The NMB Auxiliary Pension Plan was jointly administered with the Central Bank of Greece pension plans
          until the end of 1998. It provided for defined contributions to be made by NBG. In 1999 NMB employees joined

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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

          the NBG Auxiliary Pension Plan, prior years contributions to the NMB Auxiliary Pension Plan have been
          reclassified for comparability purposes.

          c)   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 GRD 1.5 billion, GRD 1.4 billion and GRD 0.6 billion over 1997, 1998 and 1999
          respectively.
              Net periodic pension costs for these defined benefit plans include the following components for the years
          ended December 31,
                                                                                       1997                  1998                1999
                                                                                                        (GRD in billions)
          Service cost************************************                              4.0                        4.0            3.6
          Interest cost************************************                            16.1                       15.6           12.5
          Expected return on plan assets ********************                         (13.3)                     (14.5)         (13.2)
          Amortization of actuarial gains ********************                           —                         0.1            0.1
          Amortization of transition obligation ***************                         3.9                        3.9            3.6
          Net periodic pension cost*************************                           10.7                        9.1            6.6

               The aggregated funding status recognized in the consolidated balance sheet is reconciled below as follows
          for the years ended December 31,
                                                                                       1997                  1998                1999
                                                                                                        (GRD in billions)
          Change in benefit obligation:
          PBO, beginning of year **************************                          168.8                       180.0          190.8
          Service cost************************************                             4.0                         4.0            3.6
          Interest cost************************************                           16.1                        15.6           12.5
          Employee contributions **************************                            6.1                         6.7            7.6
          Actuarial gain **********************************                           (0.5)                       (2.3)          19.8
          Adjustment for disposal and other******************                           —                          —              1.7
          Benefits paid ***********************************                           (14.5)                      (13.2)         (12.4)
          PBO, end of year *******************************                           180.0                       190.8          223.6




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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

                                                                                       1997                  1998                    1999
                                                                                                        (GRD in billions)
          Change in plan assets:
          Fair value, beginning of year **********************                       111.8                       130.7               146.0
          Actual return on assets***************************                          21.1                        15.1                99.2
          Adjustment for disposals and other *****************                          —                           —                  8.5
          Employer contributions **************************                            6.2                         6.7                 6.4
          Employee contributions **************************                            6.1                         6.7                 7.6
          Benefits paid ***********************************                           (14.5)                      (13.2)              (12.4)
          Fair value, end of year ***************************                        130.7                       146.0               255.3
          Funded status, end of year************************                         (49.3)                      (44.8)               31.7
          Unrecognized net obligation existing at transition *****                    23.4                        19.5                14.4
          Unrecognized net loss ***************************                           (9.4)                      (10.9)              (75.9)
          Accrued benefit cost*****************************                           (35.3)                      (36.2)              (29.8)

               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:
                                                                                                                    1997      1998          1999

          Discount rate ******************************************************                                      9.0%      7.0%          6.5%
          Expected return on plan assets ****************************************                                  11.0%      9.0%          8.5%
          Rate of compensation increase ****************************************                                    7.5%      5.5%          5.0%

          Post-retirement Benefit Plans Other Than Pensions:
               The Bank and certain of its subsidiaries also sponsor 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 issued by the Hellenic Republic, its agencies, and other Greek corporations.
              Net periodic post-retirement benefit cost included the following components for the years ended
          December 31:
                                                                                                                      1997     1998        1999
                                                                                                                          (GRD in billions)
          Service cost **********************************************************                                      1.4       1.5         2.7
          Interest cost **********************************************************                                    12.7      12.5        10.6
          Expected return on plan assets *******************************************                                  (3.4)     (3.5)       (3.3)
          Amortization of actuarial gain *******************************************                                    —         —           —
          Amortization of transition obligation **************************************                                 4.7       4.7         4.7
          Net periodic benefit cost ************************************************                                   15.4      15.2        14.7




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                                         NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                   YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

               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,
                                                                                                                    1997        1998         1999
                                                                                                                           (GRD in billions)
          Change in benefit obligation:
          APBO, beginning of year ******************************************                                       130.1        142.6       153.4
          Service cost *****************************************************                                         1.4          1.5         2.7
          Interest cost *****************************************************                                       12.7         12.5        10.6
          Employee contributions ********************************************                                        2.0          2.3         2.2
          Actuarial gain****************************************************                                         1.6          —           2.8
          Benefits paid*****************************************************                                         (5.2)        (5.5)       (4.2)
          APBO, end of year ***********************************************                                        142.6        153.4       167.5
          Change in plan assets:
          Fair value, beginning of year ***************************************                                      27.7        31.6        35.4
          Actual return on assets ********************************************                                        3.4         3.0         8.5
          Employer contributions ********************************************                                         3.7         4.0         4.1
          Employee contributions ********************************************                                         2.0         2.3         2.2
          Benefits paid*****************************************************                                          (5.2)       (5.5)       (4.2)
          Fair value, end of year ********************************************                                       31.6        35.4        46.0
          Funded status, end of year *****************************************                                     (111.0)     (118.0)     (121.5)
          Unrecognized net obligation existing at transition***********************                                  80.5        75.9        71.1
          Unrecognized net loss *********************************************                                         0.9         1.3        (1.1)
          Accrued benefit cost **********************************************                                        (29.6)      (40.8)      (51.5)

               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:
                                                                                                                    1997        1998        1999

          Discount rate ****************************************************                                        9.0%        7.0%        6.5%
          Expected return on plan assets **************************************                                    11.0%        9.0%        8.5%
          Rate of compensation increase **************************************                                      6.5%        4.5%        4.0%

              These assumptions have a significant effect on the amounts reported above. A sensitivity analysis follows:
                                                                                                                    1997        1998         1999
                                                                                                                           (GRD in billions)
          Effect of   a 1% increase in assumed costs:
          Effect on   service and interest cost ***********************************                                  3.4          3.5         3.8
          Effect on   APBO**************************************************                                        27.1         29.1        31.8
          Effect of   a 1% decrease in assumed costs:
          Effect on   service and interest cost ***********************************                                  (2.8)       (2.8)       (3.2)
          Effect on   APBO**************************************************                                        (21.4)      (23.1)      (26.8)

              The Group also has several foreign pension plans. Employee benefits expense relating to these plans totaled
          GRD 343 million and GRD 381 million in 1998 and 1999 respectively. Accrued expense relating to plans that the
          Group elected not to pre-fund fully totaled GRD 4,269 million and GRD 5,170 million in 1998 and 1999

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                                        NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                  YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

          respectively. Prepaid pension costs relating to the plans that the Group elected to pre-fund totaled GRD 637
          million and GRD 868 million in 1998 and 1999 respectively.

              Employee benefits expense relating to foreign defined contribution plans totaled GRD 285 million and GRD
          307 million in 1998 and 1999 respectively.

               Other post-retirement benefit costs related to these plans totaled GRD 111 million and GRD 148 million in
          1998 and 1999 respectively. The accrued other post-retirement benefit for the foreign plans that the Group elected
          not to pre-fund fully totaled GRD 260 million and GRD 422 million in 1998 and 1999 respectively.

          NOTE 39:       ACCUMULATED OTHER COMPREHENSIVE INCOME

              The components of accumulated other comprehensive income, net of taxes, comprise:
                                                                                                                              Accumulated
                                                                                                         Unrealized              Other
                                                                           Foreign Currency               Gains on           Comprehensive
                                                                                 Items                   Securities             Income
                                                                                                      (GRD in millions)
          Balance,   January 1, 1997 ********************                           700                     12,600              13,300
          Changes    during 1997 ************************                         1,432                     (6,474)             (5,042)
          Balance,   December 31, 1997 *****************                          2,132                      6,126               8,258
          Balance,   January 1, 1998 ********************                         2,132                      6,126               8,258
          Changes    during 1998 ************************                        (2,837)                    20,304              17,467
          Balance,   December 31, 1998 *****************                           (705)                    26,430              25,725
          Changes    during 1999 ************************                         3,244                     (8,958)             (5,714)
          Balance,   December 31, 1999 *****************                          2,539                     17,472              20,011


          NOTE 40:       STOCK COMPENSATION AGREEMENT

               On April 6, 1999, the Bank offered to its employees and executives, options to purchase 682,326 shares at a
          price of GRD 11,500 per share. The number of options exercised and forfeited were 663,041 and 19,285
          respectively. Those shares offered to employees were not tied to individual performance while those offered to
          executives were tied to individual performance. The total compensation cost charged in 1999 was GRD 6,955
          million.

          NOTE 41:       POST BALANCE SHEET EVENTS
          Issuance of bond approval

               On April 18, 2000, at an extraordinary meeting of the shareholders of the Bank, the shareholders authorized
          the Management of the Bank to proceed with the issuance of up to Euro 1 billion (GRD 330.4 billion) of either
          subordinated or common bonds, maturing within 15 years, during 2000. It is at the discretion of the management
          whether to proceed with the issuance.

          Merger with BNG France

               On March 24, 2000, the Board of Directors of the Bank decided to proceed with a merger of operations with
          its 100% controlled subsidiary BNG France. The Bank will continue to operate in France as a branch.

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                                       NATIONAL BANK OF GREECE S.A. AND SUBSIDIARIES

                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                 YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

          Acquisitions
               The Bank is in the final stages of the process of acquiring approximately 90% of the issued common stock of
          United Bulgarian Bank (UBB) which is located in Bulgaria. UBB is the third largest bank in Bulgaria in terms of
          assets, and has assets of DEM 1,026 million (GRD 173,291 million) and net income of DEM 26.6 million
          (GRD 4,493 million) as at December 31, 1999. UBB has 140 branches and sub-branches. The acquisition is
          expected to be completed by July 15, 2000. On completion of the transaction, the remaining 10% which is
          currently owned by the European Bank for Reconstruction and Development (EBRD) will be acquired by the
          Bank over a period of two years at a pre-arranged price. The completion of the Bank’s agreed participation is
          subject to Bulgarian regulatory approval.
               On April 5, 2000, the Bank completed the acquisition of 65% of the share capital of Stopanska Banka a.d., a
          commercial bank located in the Former Yugoslav Republic of Macedonia with 99 branches and sub-branches.
          The total cost of acquiring Stopanska Banka was DEM 63 million (GRD 10,641 million). A price adjustment
          following a post acquisition due diligence may result in an additional payment of up to DEM 8 million (GRD
          1,351 million). Management believes however that it is unlikely that this will be necessary.
               At December 31, 1999 the total assets of Stopanska Banka amounted to MKD 26,199 million (GRD 147,859
          million), customer deposits amounted to MKD 14,457 million (GRD 81,594 million) and profit before tax
          amounted to MKD 51 million (GRD 286 million).

          Dividends Declared
              On March 30, 2000 at the Annual General Meeting of the shareholders of the Company, the shareholders
          approved a dividend of GRD 400 per share.

          Capitalization of Additional paid in capital
               On April 18, 2000 at a Repeat General Meeting of the Shareholders of the Bank, the Shareholders approved
          a share capital increase of GRD 94,490,473,800 through a capitalization of additional paid-in capital. Pursuant to
          the approved share increase, the Bank capitalized additional paid in capital, which created 65,165,844 new shares.
          Shareholders were offered four new shares for every ten shares held at April 26, 2000.

          NOTE 42:       RECLASSIFICATION
              Certain amounts in prior periods have been reclassified to conform to the current presentation.




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          ITEM 19      Exhibits

          Exhibit
          Number    Description of Exhibits                                                                               Page

            1       Articles of Association of the Registrant, as amended with effect from April 18, 2000, and
                    an English translation thereof.
            8       Subsidiaries of the Bank.*

          * incorporated by reference from the Form F-1 filed by National Bank of Greece S.A. which became effective
            on October 21, 1999




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                                                                 Signatures
               The registrant hereby certifies that it meets all of the requirements for 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 28, 2000




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                                                         INDEX TO EXHIBITS

          Exhibit
          Number    Description of Exhibits                                                                               Page

            1       Articles of Association of the Registrant, as amended with effect from April 18, 2000, and
                    an English translation thereof.
            8       Subsidiaries of the Bank.*

          * incorporated by reference from the Form F-1 filed by National Bank of Greece S.A. which became effective
            on October 21, 1999

				
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