Bank of Greece

Capital/Financing Update • Dec 15, 2010

Final Terms dated 15 December 2010

AGRICULTURAL BANK OF GREECE S.A.

Issue of EUR 1,548,200,000 Floating Rate Notes due December 2013

unconditionally and irrevocably guaranteed by

THE HELLENIC REPUBLIC

pursuant to Law 3723/2008 on "Liquidity Support of the Economy for mitigating consequences of the international financial and credit crises and other provisions" and associated Ministerial decisions

under the EUR 5,000,000,000 Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 15 January 2010 as supplemented by the information memorandum dated 24 June 2010 (together, the "Exempt Prospectus"), which for the purposes of the issue of the Notes described herein does not constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein and must be read in conjunction with the Exempt Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Exempt Prospectus. The Exempt Prospectus is available for viewing at the website of Agricultural Bank of Greece S.A. (www.atebank.gr) and during normal business hours at the registered office of Agricultural Bank of Greece S.A. at 23 Panepistimiou Street, 10564 Athens, Greece and copies may be obtained from The Bank of New York Mellon, acting through its London Branch at One Canada Square, London E14 5AL, United Kingdom and The Bank of New York Mellon (Luxembourg) S.A. at Aerogolf Center, 1A, Hoehenhof, L-1736 Senningerberg, The Grand Duchy of Luxembourg.

-1.	$\left(1\right)$	Issuer:	Agricultural Bank of Greece S.A.
	(ii)	Guarantor:	The Hellenic Republic.
2.	(i)	Series Number:	$\overline{2}$
	(ii)	Tranche Number	$\overline{2}$
3.		Specified Currency or Currencies:	EURO ("EUR")
4.	Aggregate Nominal Amount:
5	(i)	Series:	EUR 1,548,200,000
	(ii)	Tranche:	EUR 1,548,200,000
6.	Issue Price:		100 per cent. of the Aggregate Nominal Amount
7.	Specified Denominations:		EUR 100,000
8.	Calculation Amount:		EUR 100,000
9.	(i)	Issue Date:	16 December 2010
	(ii)	Interest Commencement Date:	Issue date
10.		Maturity Date:	Interest Payment Date falling in or nearest to December 2013
11.		Interest Basis:	3 Month EURIBOR + 8.00 per cent. per annum Floating Rate

12. 13.	Basis:	Redemption/Payment Basis: Change of Interest or Redemption/Payment	(further particulars specified below) Redemption at par Not Applicable
14. 15.	(i)	Put/Call Options: Status of the Notes:	Not Applicable Senior
	(ii)	Status of the Guarantee:	Unconditional and irrevocable
	(iii)	Date Board approval for issuance of Notes:	07 December 2010
16.		Method of distribution:	Non-syndicated
		PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
17.		Fixed Rate Note Provisions	Not Applicable
18.		Floating Rate Note Provisions	Applicable
	(i)	Interest Period(s):	Quarterly
	(ii)	Specified Interest Payment Dates:	Interest will be paid quarterly in arrear on 16 March, 16 June, 16 September and 16 December in each year commencing on 16 March 2011 up to and including 16 December 2013, subject in each case to adjustment with the Business Day Convention specified below.
	(iii)	First Interest Payment Date:	16 March 2011
	(iv)	Business Day Convention:	Modified Following Business Day Convention, Adjusted
	(v)	Additional Business Centre(s)	Athens
	(vi)	Manner in which the Rate(s) of Interest is/are to be determined:	Screen Rate Determination
	(vii)	Party responsible for calculating the $Rate(s)$ of Interest and/or Interest Amount(s) (if not the Fiscal Agent):	Not Applicable
	(viii)	Screen Rate Determination:
		Reference Rate:	3 Month EURIBOR
		Interest Determination Date(s): ٠	The second day on which the TARGET System is open prior to the start of each Interest Period
		Relevant Screen Page: ۰	Reuters Page EURIBOR01
		Relevant Time: ٠	11.00 a.m. Brussels time
		Relevant Financial Centre:	Euro zone
		Reference Banks: ٠	Not Applicable
	(ix)	ISDA Determination:
		Floating Rate Option: ٠	Not Applicable

	Form of Notes:	Bearer Notes:
ERAL PROVISIONS APPLICABLE TO THE NOTES
	Capital Disqualification Event and/or the method of calculating the same (if required or if different from that set out in the Conditions):
	reasons and Early Termination Amount payable or redemption due to an event of default or a
	Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation
	Early Redemption Amount:	Not Applicable
	Final Redemption Amount per Calculation Amount:	EUR 100,000 p
	Put Option	Not Applicable
	Call Option	Not Applicable
VISIONS RELATING TO REDEMPTION
	Upper Tier 2 Notes:	Not Applicable

GENER

Talons for future Coupons or Receipts to be

	Definitive Notes in the limited specified in the Permanent Global Not
New Global Note:	Yes
Additional Financial Centre(s) or other special provisions relating to Payment Dates:	Athens

Ϊ.

Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for circumstances te.

PROVI

Index-Linked Interest Note Provisions

1. $\mathcal{C}$

$(x)$

$(xi)$

$(xii)$

$(xiii)$

$(xiv)$

19.

20.

21.

22.

27.

28.

29.

30.

• 1. $\mathbf{P}$
• $\overline{F}$ 25. $\overline{A}$
• 1. $E$

UK-2432288-v4

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Actual/360

• 8.00 per cent. per annum.

As set out in the Conditions

Not Applicable

Not Applicable

ble

0 per Calculation Amount.

No

Designated Maturity:

Minimum Rate of Interest:

Maximum Rate of Interest:

Fall back provisions, rounding

provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in

Day Count Fraction:

the Conditions:

Zero Coupon Note Provisions

Dual Currency Note Provisions

Reset Date:

$Margin(s)$ :

which such Talons mature):

• $31.$ Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay. including any right of the Issuer to forfeit the Notes and interest due on late payment:
• 1. Details relating to Instalment Notes: amount of each instalment, date on which each payment is to be made:
• Redenomination, renominalisation and 33. reconventioning provisions:
• 1. Other final terms:

Not Applicable

Not Applicable

Not Applicable

Notwithstanding anything to the contrary contained in Condition 20 (Meetings of Noteholders; Modification and Waiver) of the Notes or the Agency Agreement and for the purposes of this issue of Notes only, to the extent that the Terms and Conditions of the Notes or the Agency Agreement contain provisions which are inconsistent with the requirements of Law 3156/2003 (the "Bond Law") of Greece, then such provisions shall be deemed amended to the extent necessary to ensure compliance with such Bond Law and in particular (but without prejudice to the generality of the foregoing and notwithstanding anything to the contrary contained in the Terms and Conditions of the Notes or the Agency Agreement), at any meeting the purpose of which is to assent to any modification of the Terms and Conditions of the Notes in a manner unfavourable to the interests of the Noteholders:

• (a) the quorum shall be (regardless of whether the meeting is an adjourned meeting or not) one or more persons present holding Notes or voting certificates or being proxies and holding or representing in the aggregate not less than twothirds in nominal amount of the Notes for the time being outstanding; and
• (b) at such meeting, the power to assent to any such modification shall be exercisable by Bond Law Extraordinary Resolution only.

"Bond Law Extraordinary Resolution" means a resolution passed at a meeting of the Noteholders duly convened and held in accordance with the provisions herein contained by a majority of not less than twothirds in nominal amount of the Notes for the time being outstanding.

DISTRIBUTION

35.	(i)	If syndicated, names and addresses of Managers [and underwriting commitments]:	Not Applicable
	(ii)	Date of Subscription Agreement:	Not Applicable
	(iii)	Stabilising Manager (if any):	Not Applicable
36.	If non-syndicated, name and address of Dealer:		AGRICULTURAL BANK OF GREECE S.A., 23, PANEPISTIMIOU STR., 105 64 ATHENS, GREECE
37.	Total commission and concession:		Not Applicable
38.		U.S. Selling Restrictions:	reg. S Compliance Category; TEFRA D
39.		Additional selling restrictions:	Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to listing on the Official List of the United Kingdom Listing Authority and to trading on the regulated market of the London Stock Exchange of the Notes described herein pursuant to the EUR 5,000,000,000 Euro Medium Term Note Programme of ABG Finance International plc and Agricultural Bank of Greece S.A.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of Agricultural Bank of Greece S.A.:

CHRISTOS STOKAS	ATEbank OTIKH TPANEZA EAAAAOE AGRICULTURAL BANK OF GREECE S.A. TREASURER TREASURY AND INVESTMENT BANKING DIVISION
	GEORGIOS Z. STAMNOS

PART B - OTHER INFORMATION

	LISTING AND ADMISSION TO TRADING:	Application has been by the Issuer (or on its behalf) for the Notes to be listed on the official list of United Kingdom Listing Authority and admitted to trading on the regulated market of the London Stock Exchange with effect from 16 December 2010
2.	RATINGS
	Ratings:	The Notes will bear the rating of The Hellenic Republic

(guarantor), which are the following:

$S & P : BB+$

Moody's: Bal

Fitch: BBB-

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER $3.$

"Save as discussed in "Subscription and Sale", for any fees payable to the Dealers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.

REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES $4.$

(i)	Reasons for the offer:	Not Applicable
(ii)	Estimated net proceeds:	Not Applicable

• $(iii)$ Estimated total expenses: Not Applicable
• 1. YIELD (Fixed Rate Notes only)

Indication of yield:

$\mathbf{1}$

Not Applicable

HISTORIC INTEREST RATES (Floating Rate Notes only) 6.

Details of historic EURIBOR rates can be obtained from Reuters

PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE, EXPLANATION OF EFFECT 7. ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING

Not Applicable

8. PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT (Dual Currency Notes only)

Not Applicable

9. OPERATIONAL INFORMATION

• $(i)$ ISIN Code: XS0570569839
• $(ii)$ Common Code: 057056983
• Any clearing system(s) other than $(iii)$ Not Applicable Euroclear Bank SA/NV and Clearstream Banking, société anonyme and the relevant

identification number(s):

$(iv)$ Delivery: Delivery free of payment. $(v)$ Names and addresses of initial The Bank of New York Mellon, One Canada Square, Paying Agent(s) (if any): London E14 5AL and The Bank of New York Mellon, Aerogolf Center, 1A, Hoehenhof, L-1736 Senningerberg, The Grand Duchy of Luxembourg $(vi)$ Names and addresses of additional Not Applicable Paying Agent(s) (if any): $(vii)$ Intended to be held in a manner Yes which would allow Eurosystem eligibility: Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one

of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognized as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

SCHEDULE TO FINAL TERMS Deed of Guarantee executed by the Hellenic Republic relating to the Notes

DEED OF GUARANTEE

THIS DEED OF GUARANTEE is executed on the Execution Date specified below by The Hellenic Republic.

The Guarantee Terms as issued and published by the Minister of Economy and Finance by means of Decision No. 2/5121/0025/26-01-2009, under Article 2 of Law 3723/2008 (which inter alia provide for the unconditional and irrevocable guarantee by The Hellenic Republic of the Debt Obligations in favour of the Beneficiaries (as defined therein) shall be deemed to be incorporated in and form part of this Deed of Guarantee as if the same had been set out herein.

For the purposes of this Deed of Guarantee:

Credit Institution means Agricultural Bank of Greece S.A. with registered office at 23 Panepistimiou Street, Athens;

Debt Obligations means any obligation arising from an issue, under law 3156/2003, on or about 15.12.2010, of bonds of an aggregate amount of euro 1.548.200.000 pursuant to the provisions of a programme established on 15.01.2010 and Final Terms dated on or about 15.12.2010 including, inter alia the following: (a) number and form of hends: 15.482 bearer bonds; (b) denomination:euro 100,000; (c) interest rate: floating euribor 3m plus plus relevant margin 8.00% per annum; (d) maturity date: 16 December 2013: (e) ISIN code XS 0570569839; and

Execution Date means 15 December 2010.

This Deed of Guarantee is executed as a deed by the Deputy Minister of Finance on behalf of The Hellenic Republic.

Athens, December 2010

Signed by Philippos Sachinidis Deputy Minister of Economy and Finance on behalf of the Hellenic Republic

$\frac{3}{2}$