RNS Number:1710O
Alpha Bank A.E.
31 July 2003

            SUMMARY OF THE DRAFT MERGER AGREEMENT OF "ALPHA BANK AE"

                    BY ABSORPTION OF "ALPHA INVESTMENTS AE"




"ALPHA BANK A.E.", (with registered seat in Athens, 40 Stadiou Street),
registered in the Companies' Register with the number 6066/ 06/ B/ 86/ 05,
announces that, on 10 July 2003, a Draft Merger Agreement was signed between
ALPHA BANK AE" and "ALPHA INVESTMENTS AE" for the merger by absorption of the
latter by the former, which (draft merger plan) has been submitted to the
formalities of articles 69 (3) and 7b of codified law 2190/1920.

The Draft Merger Agreement is summarized as follows:

1.The societe anonyme "ALPHA BANK A.E." (hereinafter the "Absorbing

Company") and the societe anonyme "ALPHA INVESTMENTS AE" (hereinafter the
"Absorbed Company") shall merge by absorption of the latter by the former, in
accordance with the provisions of arts. 68(2), 69 through to 70, 72 through to
77 of codified law 2190/1920, 1 through to 5 of law 2166/1993 and arts. 16(18)
and 5 of law 2515/1997, as in force, to the terms, conditions and formalities
(of which laws) they submit.

2.The merger of the two companies (hereinafter the "Merging Companies") shall be
conducted by the consolidation of the assets and liabilities of the Merging
Companies, as they appear on balance sheets as of 6 June 2003, drawn up for this
purpose, and the assets and liabilities of the Absorbed Company shall be
consolidated into the assets and liabilities of the Absorbing Company. Upon
completion of the merger process, the Absorbed Company shall be dissolved,
without liquidation, its shares shall be cancelled, and all its assets and
liabilities shall be transferred to the Absorbing Company, which hence shall
substitute, as if by universal succession, the Absorbed Company in all its
assets, liabilities and obligations.


3. According to the law, the share capital of the Absorbing Company in the
amount of Euro 768.461.974, divided into 185.171.560 common registered voting
shares of par value Euro 4,15 each, upon completion of the merger,
simultaneously:


 i. is increased, in accordance with article 16 (5) of codified law 2515/1997, by
    the share capital of the Absorbed Company in the amount of Euro 315.000.000,
    divided into 105.000.000 common non-registered voting shares of par value
    Euro 3,00 each,

(ii) is reduced, in accordance with articles 16(3) and 75 (4) of codified law
2190/1920, due to the cancellation of the shareholdings referred to herein
below, by the total amount of Euro 132.060.544, analysed as: (a) Euro
119.989.674, which corresponds to the par value of the shares of the Absorbed
Company to be cancelled, owned by the Absorbing Company, that is 39.996.558
shares multiplied by Euro 3,00 each, (b) Euro 5.270.500, which corresponds to
the par value of the shares of the Absorbing Company to be cancelled, owned by
the Absorbed Company, that is 1.270.000 shares multiplied by Euro 4,15 each, and
(c) Euro 6.800.370, which corresponds to the par value of the shares of the
Absorbed Company to be cancelled, which are owned by the Absorbed itself, that
is 2.266.790 shares multiplied by Euro 3,00 each, and

(iii) is further increased, after the capitalisation of reserves of the
Absorbing Company, for purposes of rounding the par value of the shares, with
the amount of Euro 1.845.863,68, and will amount to Euro 953.247.293,68, divided
into 195.738.664 common registered voting shares, of new par value Euro 4,87
each, that the shareholders of each of the Merging Companies will receive,
according to the provisions of paragraph 5 of the present document.


4. In accordance with the internationally accepted valuation methods: (i) market
capitalisation, (ii) capital market indices, (iii) comparable transactions, (iv)
discounted cash flows, and (v) adjusted net asset value, applied to each of the
merging companies, as appropriate, the ratio of values between the Absorbing and
the Absorbed Company was found to be 9,3468:1. Upon completion of the merger and
the above-mentioned aggregate net increase of the share capital of the Absorbing
Company, the participation ratio of the shareholders of (each of) the Merging
Companies in the new share capital of the Absorbed Company, to result from the
merger, will be 93,9526% (shareholders of the Absorbing Company) and 6,0474%
(shareholders of the Absorbed Company) or 15,5360:1. Thus in the new aggregate
share capital of the Absorbing Company in the amount of Euro 953.247.293,68
there shall correspond to the shareholders of the Absorbing Company 183.901.560,
and to the shareholders of the Absorbed Company 11.837.104, common registered
voting shares of a par value Euro 4,87 each.


5. In accordance with the above, the ratio 62.736.652:11.837.104 = 5,30, was
found to be a fair and reasonable share exchange ratio, namely each shareholder
of the Absorbed Company (apart from those of the Absorbing and the Absorbed
Companies) will exchange 5,3 common non-registered voting shares of par value
Euro 3,00, he/she owns in the Absorbed Company, with 1 common registered voting
share of the Absorbing of new par value Euro 4,87 each.

Upon completion of the merger, the shareholders of the Absorbing Company (apart
from those of the Absorbed Company) will continue to own the same number of
shares of the Absorbing Company, as they did before the merger, but of a new par
value of Euro 4,87 each.

The General Meeting of shareholders shall provide for any non-integral shares.


6. The de-materialised share accounts of the shareholders of the Absorbed and
the Absorbing Companies shall be credited with the shares of new par value of
the Absorbing Company, in accordance with the relevant register and based on
formalities laid down by the company for the shareholders.


7. The shareholders of the Absorbed Company shall be entitled to a dividend from
the profits of the Absorbing Company for the year 1.1.2003 through to 31.12.2003
and thereafter.


8. All acts conducted by the Absorbed Company after 6 June 2003 will be deemed
to be conducted on behalf of the Absorbing Company, to the books of which the
relevant amounts will be transferred en block upon filing the decision approving
the merger in the Companies' Register.

9. There exist no shareholders of the Absorbed Company who may have special
rights and prerogatives, nor persons having securities other than shares.


10. The Articles of Association and the decisions of the General Meetings of the
Merging Companies do not provide for special prerogatives of the Board of
Directors and the statutory auditors, except from the participation of members
of the Board of Directors of the Absorbing Company and of senior officers of the
Absorbing Company and its subsidiaries in an Employee Stock Option Plan, which
has been approved by virtue of the decision of the General Meeting of the
Absorbing Company, dated 11.4.2000, as now in force.


The above terms of the Draft Merger Agreement are conditional on receiving the
approvals and consents prescribed by law and meeting the other formalities.


Athens, 30 July 2003

The Board of Directors of

ALPHA BANK











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