The banks announce that following the announcement on November 1, 2001, the Boards of Directors of the NATIONAL BANK OF GREECE and ALPHA BANK S.A. provide more details with this announcement relevant to the merger proposal. On their sessions on November 20, 2001, the Boards of Directors of the two banks decided to propose to the General Meetings of the banks' shareholders the approval of the exchange ratio of 7 shares of the consolidated bank to 9 shares of ALPHA BANK S.A. This exchange ratio corresponds to a ratio of 61.3% to approximately 38.7%, between the percentages of shares of the new bank, which will be held by the shareholders of the NATIONAL BANK OF GREECE and ALPHA BANK S.A. respectively.

The objective of the merger

The merger will allow the new group to:

• · Increase the size and extension of its activities in the international and especially the European markets, where the competition is becoming more intense. The new expanded group will employ size, technology, range of products and executives that will allow it to further develop its activities and to compete successfully with Greek and foreign banks. Despite the fact that the domestic financial market goes through a period of adjustments, which are due to the entry of the country in the Eurozone, the relevantly low penetration of financial products in the domestic compared to the other markets of the European Union is one of the major factors that make the financial sector in Greece attractive in the medium term. The Boards of Directors of the two banks believe that this factor will continue to lead to the strengthening of competition and the dynamic development of the market.
• · Increase the complementary nature and comparative advantages of the two banks. The new group combines their strong points in retail banking, deposit products, affluent banking portfolio management, the relations with small and middle size companies. In addition, it will strengthen their successful experience in corporate banking, investment banking, stock market operations, asset management, real estate management and insurance products.
• · Strengthen its international presence and prestige. The merger will significantly strengthen the presence of the group in the Southeastern Europe and international financial centers. The new bank will be the largest company listed on the Athens Stock Exchange and it will rank, according to the criteria of capitalization among the 25 largest European banks. This fact will attract an increased investment interest, internationally focused on the potential of the group and the rapid development of the Greek financial market.

Benefits from the merger

The merger is expected to give the following benefits:

ό Cost reduction
The rich experience that both administrations have acquired from the successful operations up to date as regards the operating restructure and cost control constitutes a strong basis and a significant advantage on which the efforts for the achievement of a larger operating efficiency in the new Group will be based. The sectors and procedures, for which cost reduction will be achieved, include:

• · Information systems: adjustment to a consolidated technological platform, unification of the centers of information systems and achievement of economies of scale, regarding the maintenance of information systems projects and operating support.
• · Methods and procedures: economies of scale through the concentration of back-office operation, as for example in cheques, loans, credit cards, pay-roll, custody services.
• · Distribution network: restructure of the network, application of the optimum practices in the reorganization of the branches of the two banks, development of a unified center of telephone client service and sales and unification of electronic banking systems, as well as of services for the users of mobile telephony.
• · Credit policy: application of centralized procedures, regarding the financing of small · middle companies consumer and housing loans and adoption of methods that improve the efficiency and reduce the creation of bad debts.
• · Cost of financing: cost reduction, due to more efficient risk management, as well as management of assets/liabilities and due to the largest size of assets.
• · Other sectors: synergies resulting from the unification of telecommunication networks, marketing central services as well as the consolidation of subsidiary companies in Greece and overseas, including the insurance companies of the two banks.

In total, after the year 2005, a pre-tax amount of approximately Euro 200 million is expected to be saved, as a result of the above synergies. It is estimated that 25% of the above amount will be achieved in 2002, 60% by 2003, 90% by 2004 and the said amount will be covered by 2005. The above figures do not include the possible benefits from the relevant tax arrangements proposed by the government.

ό Improvement of income
Significant sources of synergies as regards income are expected to result, in accordance with the administrations of the two banks, from:

• · Increased sales to retail clients of both banks, by taking advantage of the experience of the NATIONAL BANK OF GREECE in retail banking and the know-how of both banks in the projects of operating restructure of branches. This is promoted through the expansion of successful initiatives of the NATIONAL BANK OF GREECE in the sector of sales through the telephone and the successful development of activities through agreements with third parties.
• · Promotion of the successful program for the provision of financial advisory services of ALPHA BANK S.A. to the broad client base of the NATIONAL BANK OF GREECE, which numbers approximately five million clients.
• · Supply of the products and services of ALPHA BANK S.A. to the small · middle companies by taking advantage of the broad distribution network of the NATIONAL BANK OF GREECE.
• · Cross selling of life and general insurance products, by utilizing the production potential and leading position of the NATIONAL BANK OF GREECE, as well as the know how of ALPHA BANK S.A. in the sector of total asset management of affluent clients. This fact will lead to the establishment of a particularly efficient unit in the dynamically developing market of bancassurance.

The improvement of income will also be based on additional sales in the very broad client base of the new bank and to the systems of management of clients' relations of the two banks. The above synergies are expected to create total pre-tax income of approximately Euro 85 million per annum, after the year 2005. It is expected that 5% of the above synergies will be achieved in 2002, 60% by 2003, 90% by 2004 and the said amount will be fully covered in 2005.

Procedure for the realization of the merger

It is expected that both networks of branches will operate side by side until the end of 2002. Up to then, the bank administration will have the opportunity to evaluate the contribution and importance of each branch of the two networks. The procedure for the reorganization of the network of branches and the establishment of a new corporate identity is expected to be completed by the middle of 2003. It is estimated that the total lump sum cost of the merger will amount to approximately Euro 220 million and it will be distributed to the period 2002 and up to and including 2004.

Economic benefits for the shareholders

The two banks estimate that the merger will lead to an increase of profit per share (before merger expenses) in the first fiscal year (2003) following the conclusion of the legal merger.

Benefits for the clients

The two banks estimate that the satisfaction of the needs of the clients, regarding financial services requires a continuous effort for the provision of innovative and complex products. This can only be achieved by organizations that operate efficiently and employ advanced technology and sufficient resources. A strong and dynamic financial group is established in the domestic market through the consolidation of two organizations that operate in a complementary way to each other. The utilization of the experience of both administrations and the adoption of optimum methods will strengthen the operating efficiency. They will also help the new group to offer its clients a large number of more quality, modern and competitive products and services than it did in the past, by taking advantage of its multiple distribution networks.

Benefits for the staff

The expanded group · one of the largest and more dynamic companies in Greece · will offer a wider range of career opportunities to its staff. The Boards of Directors of the two banks commit themselves that there will be no layoffs, due to the merger of the two organizations. However, the new group intends to offer the staff programs of voluntary pensioning off, on the basis of the successful practice recently adopted by the two banks.

Strategic position and prospects

The merger is establishing a European bank with a leading position in the market, the decision center of which is in Greece. The new group will continue to focus on the utilization of the great potential in the domestic financial market and it expects to play a leading role in the future development of the economy. Simultaneously, the new group will be at a more advantageous position, as regards the utilization of strategic opportunities in the intensely competitive market in Europe and internationally. Given its larger size and stronger capital base, it will be in a position to promote an extrovert business strategy in Southeastern Europe and the international financial centers. The new group will have a complementary international network of activities with significant presence in Cyprus, Bulgaria, Fyrom, Romania, as well as in London and New York. It will also have a smaller business presence in countries such as France, Germany, Canada, South Africa, Egypt, Turkey etc. In total, the new group will have a presence in 18 countries with 374 units and 6,730 employees overseas.

Exchange ratio

The Boards of Directors of the two banks will propose to their General Meetings of the Banks' shareholders to approve the exchange ratio of 7 shares of the consolidated bank to 9 shares of ALPHA BANK S.A. This exchange ratio corresponds to a ratio of 61.3% to approximately 38.7% between the percentages of shares of the new bank that will be held by the shareholders of the NATIONAL BANK OF GREECE and ALPHA BANK S.A. respectively. As is was announced on November 1, 2001, the Boards of Directors of the NATIONAL BANK OF GREECE and ALPHA BANK S.A. appointed KPMG and PriceWaterhouseCoopers, as independent auditing firms respectively. The appointed chartered auditors at this stage prepare their reports relevant to the merger, as required by the Greek legislation. In accordance with the relevant provisions of legislation, the chartered auditors will ascertain the book value of the assets of the NATIONAL BANK OF GREECE and ALPHA BANK S.A. on September 30, 2001, they will examine the Draft of Merger Agreement and they will formulate their opinion as to whether the exchange ratio of the shares is fair and reasonable. The factors, which the independent chartered auditors take into consideration for the evaluation of actual values of the two banks and also for the evaluation of the exchange ratio of the shares of the merging banks, include the reformed own capital of the two banks, their stock market values, the comparable stock market ratios of evaluation, comparable transactions, as well as provisions for the discount cash flows. It is noted that with the proposed exchange ratio, a premium of 5.5% results, in favor of the share of ALPHA BANK S.A., if it is compared with the average closing price of the share of ALPHA BANK S.A. in the month that preceded the announcement on October 31, 2001 (the date on which the first announcement regarding the merger proposal was made) and 8.8% if it is compared with the closing price of the share of ALPHA BANK S.A. on October 19, 2001. The above percentages are within the limits of the international markets. Schroeder Salomon Smith Burney, the financial consultant of the NATIONAL BANK OF GREECE regarding the merger procedure, submitted a fairness opinion to the bank Board of Directors as regards the fact that the proposed exchange ratio of the share is, taking into consideration the provisions of the proposed merger agreement, fair and reasonable from the financial view point. Goldman Sachs International, the financial consultant of ALPHA BANK S.A., regarding the merger procedure, has been appointed by the Bank Board of Directors, in order to submit a fairness opinion as regards the fact that the proposed exchange ratio of the shares is, taking into consideration the provisions of the proposed merger agreement, fair and reasonable from the financial view point. As it has already been announced, the merger of the two banks by acquisition will be realized in accordance with the provisions of Law 2515/1997, as amended by Law 2744/1999. Following the conclusion of the merger, the total number of shares of the NATIONAL BANK OF GREECE will increase by 144,022,324 shares, which will be added to the existing shares on September 30, 2001, which amounted to 228,080,452 shares. Finally, the total number of shares will amount to 372,102,776 shares.

Administration and organizational structure

As it was announced on November 1, 2001, the administration of the consolidated bank will be exercised by the Board of Directors and the Executive Committee, which will be chaired by Mr. Th. Karatzas, as Executive President and Mr. I. Kostopoulos as CEO. The new organizational structure, which is under examination, will reflect the strategic objectives of the new bank and will be harmonized with the international optimum practices. Its presentation will be made in one month.

Name

In order to show respect to history and a tradition of 160 years, the trade name of the new bank will be NATIONAL BANK OF GREECE. In historic, for our countries circumstances, in which the drachma gives its place to Euro, the corporate identity of the new bank retains the symbol of ALPHA BANK S.A. that bears the Greek colors and reminds one the initial ancient drachma, of 5th century B.C. in Aigina. The corporate identity of the individual activities, products and services of the new group will be based on the performance and strong points of the two organizations and it will combine the above logo bearing the names ALPHA, NATIONAL BANK and NBG.

Capital structure and dividend policy

The administration and Board of Directors of the new group will continue to maintain the capital of adequacy at an appropriate level, so that its development is facilitated. Following the conclusion of the merger, the new group will maintain a dividends policy that will be based on future profitability, activities and strategic objectives. The shareholders f the two banks will receive the dividend for the fiscal year 2001 by the NATIONAL BANK OF GREECE after the conclusion of the legal merger.

Accounting representation

The Boards of Directors of the two banks expect that in the Balance Sheets and results that are drawn up in accordance with the Greek accounting standards, the consolidation of the two banks will be represented as a merger, while on the basis of the American accounting standards it will be represented as a takeover.

Requirements and schedule

In accordance with the Greek legislation, the Draft of Merger Agreement must be approved by the boards of Directors of the NATIONAL BANK OF GREECE and ALPHA BANK S.A. In addition, the reports of the independent auditing firms mentioned above will be submitted to the General Meeting of the shareholders of the two banks. Also, the Boards of Directors of the NATIONAL BANK OF GREECE and ALPHA BANK S.A. will draw up detailed reports, in which they will clarify and justify from the legal and financial viewpoints the Draft of Merger Agreement and more specifically, the exchange ratio of the shares. In accordance with the provisions, the said reports will be submitted to the respective General Meetings. Finally, the General Meetings of the banks' shareholders of both banks will be called in order to approve the draft of Merger Agreement. Following their approval, the Draft of Merger Agreement will be signed between the NATIONAL BANK OF GREECE and ALPHA BANK S.A. It is noted that in any case, the conclusion of the merger is subject, among others, to the approval of the Greek Committee of Competition and the Bank of Greece. The Boards of Directors of the NATIONAL BANK OF GREECE and ALPHA BANK S.A. estimate that the respective General Meeting of the banks' shareholders (including the Repeat General meetings if necessary) will be held by April 2002 and that the legal merger will be completed in the first semester of 2002.

Transaction consultants

Schroeder Salomon Smith Burney, acts as consultant for the NATIONAL BANK OF GREECE and Goldman Sachs International, for ALPHA BANK S.A. The auditing firms KPMG and PriceWaterhouseCoopers have been appointed as independent auditors for the NATIONAL BANK OF GREECE and ALPHA BANK S.A. respectively. MacKinsey and company acts as consultant for both banks on issues of evaluation of synergies and cost of realization of the merger, as well as of the planning of the new organizational structure.