The Board of Directors of National Bank of Greece S.A. (?National Bank of Greece?) and Alpha Bank A.E. (?Alpha Bank?) met this morning and decided to submit to their respective General Assemblies the proposal for the merger of the two institutions. The merger will be effected in accordance with the provisions of Article 16 of Law 2515/97, as amended by Law 2744/99, comprising an exchange of shares.

The exchange ratio of National Bank of Greece shares for Alpha Bank shares is expected to be based on the relative market capitalisations of the two groups and will be determined in accordance with the methodologies stipulated by law.

Management of the merged group will be exercised by the Board of Directors and an Executive Committee, both led by Mr. Theodoros B. Karatzas as Executive Chairman and Mr. Yannis S. Costopoulos as Governor. Members of the Executive Committee will be: Andreas Vranas, Constantine Kyriacopoulos, Demetrios Mantzounis, Theodoros Pantalakis, Apostolos Tamvakakis.

The Boards of Directors of the two banks have reached their decision regarding the merger taking into account the following benefits:

• This merger will create a financial services group, which due to its increased size will be better able to operate and take advantage of strategic opportunities in the extremely competitive European and international markets. The strong capital base of the merged group will facilitate the development of an outward looking business strategy in South Eastern Europe and the larger international financial centres.
• There is significant complementarity in sectors such as retail banking, asset management, brokerage, the SME market, treasury and real estate management. Moreover, synergies can be captured in other high growth sectors in Greece such as bancassurance and the insurance market.
• The potential for enhancing the operational efficiency of the merged group, building upon the proven management track records in restructuring both banks' respective operations and containing costs.
• The potential for substantial economies of scale in areas such as the branch network, marketing and sales of products and services, investments in IT and infrastructure, and better utilisation of human resources.
• The new group will have increased presence in international capital markets, as reflected in larger weightings in the international indices. This development will raise the profile of the new group for international investors.
• With this move, a new financial group with total assets of approximately EUR 80 billion and a market capitalisation of approximately EUR 10 billion is created, which will make it the 23rd largest European bank by market capitalisation.

With reference to the decision taken by the Board of Directors, the following statements were made:

Mr Theodoros B. Karatzas, Chairman and Governor of National Bank of Greece said: ?We are very excited about the creation of a strong bank that will contribute significantly to the development of the Greek economy. This merger also represents the opportunity to create a leading European bank, with its decision making centre in Greece, which will be the benchmark in Greece for domestic and international investors.?

Mr. Yannis S. Costopoulos, Chairman and Managing Director of Alpha Bank said: ?This merger will improve the range, quality and competitiveness of our products and services to customers whilst reinforcing our position in the international capital markets. Benefits are also expected from the optimisation of our combined direct and indirect networks, which will create new opportunities for staff within the enlarged group.?

The managements of the two banks to be merged will convene a press conference within 20 days to provide further details on the merger. National Bank of Greece is being advised by Schroder Salomon Smith Barney and Alpha Bank is beingadvised by Goldman Sachs on this transaction. KPMG and PriceWaterhouseCoopers have been appointed as independent auditors to the National Bank of Greece and Alpha Bank, respectively.

Alpha Bank published its nine months 2001 results for the Bank and the Group on October 26, 2001, while National Bank of Greece confirms it will announce its nine months 2001 results for the Bank and the Group as planned on Wednesday, November 7, 2001 at 16.15 hours.