Bank of Greece

Capital/Financing Update • Jun 16, 2011

Final Terms dated 16 June 2011

AGRICULTURAL BANK OF GREECE S.A.

Issue of EUR 1,000,000,000 Floating Rate Notes due June 2014

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 Vertigo Building, Polaris, 2-4 rue Eugène Ruppert, L-2453 Luxembourg.

1.	(i)	Issuer:	Agricultural Bank of Greece S.A.
	(ii)	Guarantor:	The Hellenic Republic.
2.	(i)	Series Number:	5
	(ii)	Tranche Number	1
3.		Specified Currency or Currencies:	EURO ("EUR")
4.	Aggregate Nominal Amount:
	(i)	Series:	EUR 1,000,000,000
	(ii)	Tranche:	EUR 1,000,000,000
5.		Issue Price:	100 per cent. of the Aggregate Nominal Amount
6.	(i)	Specified Denominations:	EUR 200,000
	(ii)	Calculation Amount:	EUR 200,000
7.	(i)	Issue Date:	20 June 2011
	(ii)	Interest Commencement Date:	Issue date
8.	Maturity Date:		Interest Payment Date falling in or nearest to June 2014
9.	Interest Basis:		3 Month EURIBOR + 12.00 per cent. per annum Floating Rate (further particulars specified below)

		Redemption at par Not Applicable
		Not Applicable
(i)	Status of the Notes:	Senior
(ii)	Status of the Guarantee:	Unconditional and irrevocable
(iii)	Date Board approval for issuance of Notes:	7 December 2010
		Redemption/Payment Basis: Change of Interest or Redemption/Payment Basis: Put/Call Options:

1. Method of distribution: Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.	Fixed Rate Note Provisions			Not Applicable
16.	Floating Rate Note Provisions			Applicable
	(i)	Interest Period(s):		Quarterly
	(ii) Specified Interest Payment Dates: (iii) First Interest Payment Date: (iv) Business Day Convention:			Interest will be paid quarterly in arrear on 20 September, 20 December 20 March and 20 June, in each year commencing on 20 September 2011 up to and including 20 June 2014, subject in each case to adjustment with the Business Day Convention specified below.
				20 September 2011
				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): (viii) Screen Rate Determination:		Not Applicable
			Reference Rate:	3 Month EURIBOR
		٠	Interest Determination Date(s):	The second day on which the TARGET System is open prior to the start of each Interest Period
		٠	Relevant Screen Page:	Reuters Page EURIBOR01
		۰	Relevant Time:	11.00 a.m. Brussels time
		٠	Relevant Financial Centre:	Euro zone
			Reference Banks:	Not Applicable
	(ix)		ISDA Determination:
			Floating Rate Option:	Not Applicable

			Designated Maturity:	Not Applicable
			Reset Date:	Not Applicable
	(x)	Margin(s):		$+12.00$ 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
17.	Zero Coupon Note Provisions			Not Applicable
18.	Index-Linked Interest Note Provisions			Not Applicable
19.	Dual Currency Note Provisions			Not Applicable
20.	Upper Tier 2 Notes:			Not Applicable
			PROVISIONS RELATING TO REDEMPTION
21.	Call Option			Not Applicable
22.	Put Option			Not Applicable
23.	Final Redemption Amount per Calculation Amount:			EUR 200,000 per Calculation Amount.
24.			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 out in the Conditions):

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes:

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.

1. New Global Note:

UK-2432288-v4

Yes

$No$

Athens

• 1. Additional Financial Centre(s) or other special provisions relating to Payment Dates:
• 1. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on

which such Talons mature):

• 1. 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:
• $31.$ Redenomination, renominalisation and reconventioning provisions:
• $32$ 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

33.	(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
34.	If non-syndicated, name and address of Dealer:		AGRICULTURAL BANK OF GREECE S.A., 23, PANEPISTIMIOU STR., 105 64 ATHENS, GREECE
35.	Total commission and concession:		Not Applicable
36.	U.S. Selling Restrictions:		reg. S Compliance Category; TEFRA D
37.		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.:

$By \frown$ Duly Authorised

EAAAAOI 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 20 June 2011
$\overline{2}$ .	RATINGS
	Ratings:	N/A

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

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

(i)	Reasons for the offer:	Not Applicable
(ii)	Estimated net proceeds:	Not Applicable
(iii)	Estimated total expenses:	Not Applicable
YIELD ( Fixed Rate Notes only )

Indication of yield: Not Applicable

6. HISTORIC INTEREST RATES (Floating Rate Notes only)

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

5.

8. PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT (Dual Currency Notes only)

Not Applicable

9. OPERATIONAL INFORMATION

(i)	ISIN Code:	XS0641312813

• $(ii)$ Common Code: 064131281

• $(iii)$ Any clearing system(s) other than Not Applicable Euroclear Bank SA/NV and Clearstream Banking, société anonyme and the relevant identification number(s):

• $(iv)$ Delivery:

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

Delivery free of payment.

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

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

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

Yes

Not Applicable

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 quarantee 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.

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 $16/6/2011$ , of bonds of an aggregate amount of euro 1,000,000,000 pursuant to the provisions of a programme established on 15/1/2010 and Final Terms dated on or about 16/6/2011 including, inter alia the following: (a) number and form of bonds: 5.000 bearer bonds: (b) denomination: euro 200,000; (c) interest rate: floating EURIBOR 3m plus relevant margin 12,00% per annum (d) maturity date: on or about 17 June 2014; (e) ISIN code x 50641312813; and

Execution Date means 16 June, 2011.

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

Athens, 16 June 2011

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

$\frac{1}{2}$

TIK-2432288-v4

70-40473606