Bank of Greece

Capital/Financing Update • Jun 14, 2011

Final Terms dated 30 June 2010 and amended and restated on 14 June 2011

AGRICULTURAL BANK OF GREECE S.A.

Issue of EUR 648,600,000 Floating Rate Notes due June 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, Vertigo Building, Polaris - 2-4 rue Eugène Ruppert, L-2453 Luxembourg Grand Duchy of Luxembourg.

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1.	(i)	Issuer:	Agricultural Bank of Greece S.A.
	(ii)	Guarantor:	The Hellenic Republic.
2.	(i)	Series Number:	2010-3450
	(ii)	Tranche Number	1
3.		Specified Currency or Currencies:	EURO ("EUR")
4.		Aggregate Nominal Amount:
5	(i)	Series:	EUR 648,600,000
	(ii)	Tranche:	EUR 648,600,000
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:	30 June 2010
	(ii)	Interest Commencement Date:	Issue date
10.		Maturity Date:		Interest Payment Date falling in or nearest to

June 2013

6 Month EURIBOR $+$ 4.00 per cent. per annum 11. Interest Basis: Floating Rate to but excluding 30 June 2011 and from and including 30 June 2011, 6 Month EURIBOR + 12.00 per cent. per annum Floating Rate. Redemption at par Redemption/Payment Basis: 12. Change of Interest or Redemption/Payment Not Applicable 13. Basis: Not Applicable 14. Put/Call Options: Senior Status of the Notes: 15. $(i)$ Unconditional and irrevocable $(ii)$ Status of the Guarantee: 29 June 2010 Date Board approval for issuance of $(iii)$ Notes: Non-syndicated Method of distribution: 16. PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE Fixed Rate Note Provisions Not Applicable 17. 18. Floating Rate Note Provisions Applicable Semi annually Interest Period(s): $(i)$ Interest will be paid semi annually in arrear on Specified Interest Payment Dates: $(ii)$ 30 December and 30 June in each year commencing on 30 December 2010 up to and including 30 June 2013, subject in each case to adjustment with the Business Day Convention specified below. First Interest Payment Date: 30 December 2010 $(iii)$ Modified Following Business Day Convention, Business Day Convention: $(iv)$ Adjusted Additional Business Centre(s) Athens $(v)$ Manner in which the Rate(s) of Screen Rate Determination $(vi)$ Interest is/are to be determined: Not Applicable Party responsible for calculating the $(vii)$ Rate(s) of Interest and/or Interest Amount(s) (if not the Fiscal Agent): $(viii)$ Screen Rate Determination: 6 Month EURIBOR Reference Rate: The second day on which the TARGET System Interest Determination is open prior to the start of each Interest Period $Date(s)$ : Reuters Page EURIBOR01 Relevant Screen Page: Relevant Time: 11.00 a.m. Brussels time

			Relevant Financial Centre:	Euro zone
			Reference Banks:	Not Applicable
	(ix)		ISDA Determination:
		۰	Floating Rate Option:	Not Applicable
			Designated Maturity:	Not Applicable
			Reset Date:	Not Applicable
	(x)	Margin(s):		$+4.00$ per cent. per annum to but excluding 30 June 2011 and from and including 30 June 2011, $+ 12.00$ per cent. per annum.
	(xi)		Minimum Rate of Interest:	Not Applicable
	(xii)		Maximum Rate of Interest:	Not Applicable
	(xiii) (xiv)		Day Count Fraction: 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 the Conditions:	Actual/360 As set out in the Conditions
19.			Zero Coupon Note Provisions	Not Applicable
20.			Index-Linked Interest Note Provisions	Not Applicable
21.			Dual Currency Note Provisions	Not Applicable
22.		Upper Tier 2 Notes:		Not Applicable
			PROVISIONS RELATING TO REDEMPTION
23.	Call Option			Not Applicable
24.	Put Option			Not Applicable
25.	Amount:		Final Redemption Amount per Calculation	EUR 100,000 per Calculation Amount.
26.			Early Redemption Amount:	Not Applicable
			Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons and Early Termination Amount payable or redemption due to an event of default or a Capital Disqualification Event and/or the method of calculating the same (if required or if different from that set

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes:

out in the Conditions):

Bearer Notes:

Temporary Global Note exchangeable for a
Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances

specified in the Permanent Global Note.

New Global Note: 28.

• 1. Additional Financial Centre(s) or other special provisions relating to Payment Dates:
• Talons for future Coupons or Receipts to be 30. attached to Definitive Notes (and dates on which such Talons mature):
• Details relating to Partly Paid Notes: 31. 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:
• Other final terms: 34.

Yes

Athens

$No$

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 two-thirds 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 two-thirds 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.	Dealer:	If non-syndicated, name and address of	AGRICULTURAL BANK OF GREECE S.A., PANEPISTIMIOU 23, 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.:

bon AGRICULTURAL BANK OF GREECE S.A.

TREASURER TREASURY AND INVESTMENT BANKING DIVISION

GEORGIOS Z. STAMNOS

PART B - OTHER INFORMATION

LISTING AND ADMISSION TO 1. 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 30 June 2010

RATINGS $\mathcal{L}$

Ratings:

The Notes to be issued have been rated:

Fitch: B+

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE $\overline{3}$ . ISSUE/OFFER

"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 $4.$ EXPENSES

(i)	Reasons for the offer:	Not Applicable

• Not Applicable $(ii)$ Estimated net proceeds:
• Not Applicable $(iii)$ Estimated total expenses:
• YIELD (Fixed Rate Notes only) 5.

Not Applicable Indication of yield:

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 7. EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING

Not Applicable

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

Not Applicable

Not Applicable

OPERATIONAL INFORMATION 9.

ISIN Code: (i)	XS0523214509
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(ii) Common Code:	052321450
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$(iii)$ Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking, société anonyme and the relevant identification $number(s)$ :

Delivery: $(iv)$

Delivery free of payment.

Names and addresses of initial $(v)$ Paying Agent(s) (if any):

The Bank of New York Mellon, One Canada Square, London E14 5AL

and

The Bank of New York Mellon, Vertigo Building, Polaris - 2-4 rue Eugène Ruppert, L-2453 Luxembourg Grand Duchy of Luxembourg

Not Applicable

Names and addresses of $(vi)$ additional Paying Agent(s) (if any):

Intended to be held in a manner $(vii)$ which would allow Eurosystem eligibility:

Yes

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.

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

DEED OF GUARANTEES' AMENDMENT

By THIS DEED OF GUARANTEES' AMENDMENT executed by the Hellenic Republic in By THIS DEED OF GUARANTEES' AMENDMENT executed by the Hellenic Republic in
the manner specified below, the decisions of the Minister of Finance no. 20839/29-06-2010
and 365564/15-12-2010 relating to the provision of guaran cent. per annum.

The basic characteristics of each Series of bonds are as follows:

ISIN	Issue Size $(E)$	Issue Date	Maturity Date
XS0523214509	648.600.000	30-06-2010	30-06-2013
XS0570569839	1.548.200.000	$16 - 12 - 2010$	16-12-2013

The remaining terms of the above mentioned Deeds of Guarantee shall remain the same.

This Deed of Guarantees' Amendment and any non-contractual obligations arising out of or
in connection with it shall be governed by, and construed in accordance with, Greek law.

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

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Athens, $|\psi$ June 2011

Signed by Filippos Sachinidis
Deputy Minister of Finance on behalf of
The Hellenic Republic