Issue of Equity

Banco Comercial Portugues S.A.
22 November 2002

                        Banco Comercial Portugues, S.A.

   Public company  ('Sociedade Aberta') Head Office: Praca D. Joao I, 28,
                                 4000-434 Porto
                      Share Capital : 2.326.714.877 euros
      Registered with the Commercial Registry of  OPorto under  nr. 40.043
                      Collective entity   nr. 501.525.882




For immediate release                                       November 21, 2002

(Press Release)

                                   Disclaimer

THIS PRESS RELEASE DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR
SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED
STATES OR IN ANY OTHER JURISDICTION. NO OFFERING OF SECURITIES IS BEING MADE
OUTSIDE THE PORTUGUESE MARKET, IN PARTICULAR NO OFFERING OF SECURITIES IS MADE
IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.

THE MANDATORY CONVERTIBLE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED AND SOLD WITHIN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED UNDER REGULATION S OF THE SECURITIES ACT),
EXCEPT TO 'QUALIFIED INSTITUTIONAL BUYERS' (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT PROVIDED BY RULE 144A.  PROSPECTIVE PURCHASERS ARE HEREBY
NOTIFIED THAT SELLERS OF THE MANDATORY CONVERTIBLE SECURITIES MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A.





Lisbon, November 21, 2002 - Following Banco Comercial Portugues (BCP, NYSE: BPC,
BCPPRA) announcement dated October 22, 2002 giving notice of its decision to
issue, through a subsidiary company, preference shares with mandatory conversion
into ordinary shares and considering the public disclosure meanwhile made  by
the Portuguese Securities Market Commission (CMVM) in November 8th, 2002, of a
proposed regulation which, amongst other aspects, introduces in the Portuguese
legal framework mandatory convertible securities and authorises their issue by
the company issuing the underlying assets itself, we hereby inform that the
Board of Directors of Banco Comercial Portugues, S.A., in a meeting held today,
and having the prior favourable  opinion from its Fiscal, has resolved to
adjust the announced issue to this new instrument by issuing 140,000,000
securities designated Capital BCP 2005, with a nominal value of 5 euros per
security  with mandatory conversion into BCP ordinary shares, and  with the
interest payment rights  conditional to certain  events that will be identified
in the prospectus

This issue is to be subscribed by BCP shareholders in the use of their
pre-emption rights and the subscription rights will be traded in the Portuguese
Stock Exchange.

The detailed terms and conditions of this issue, pending registration at CMVM,
will in due time be made public, according to the legal applicable terms.




         The Board of Directors



Attached: Notice to Shareholders



Attachment



Notice to Shareholders

                                   Disclaimer

THIS DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR SOLICITATION OF AN
OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OR IN ANY
OTHER JURISDICTION. NO OFFERING OF SECURITIES IS BEING MADE OUTSIDE THE
PORTUGUESE MARKET, IN PARTICULAR NO OFFERING OF SECURITIES IS MADE IN THE UNITED
STATES, CANADA, AUSTRALIA OR JAPAN.

THE MANDATORY CONVERTIBLE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED AND SOLD WITHIN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED UNDER REGULATION S OF THE SECURITIES ACT),
EXCEPT TO 'QUALIFIED INSTITUTIONAL BUYERS' (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT PROVIDED BY RULE 144A.  PROSPECTIVE PURCHASERS ARE HEREBY
NOTIFIED THAT SELLERS OF THE MANDATORY CONVERTIBLE SECURITIES MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A.



1.       The shareholders of Banco Comercial Portugues, S.A. are hereby advised
that the Board of Directors passed a resolution for the issue of 140.000.000
Mandatory Convertible Securities 'Capital BCP 2005' (the 'Capital BCP 2005
Securities' or simply 'Securities'), in book-entry registered form with par
value of 5.00 euros per security and a 3-year maturity, to be offered with
pre-emptive rights to existing shareholders.



Subscription rights will be attributed to each shareholder at the ratio of one
subscription right for every ten ordinary shares, rounded downwards. The number
of Securities each shareholder is entitled to subscribe is obtained by
multiplying the number of subscription rights held at the subscription date, by
a factor of 0.60368995 and rounded downwards to the nearest integer.



Securities not initially subscribed for, shall be allocated pro-rata to holders
of subscription rights who have declared their intention to subscribe for
additional Securities, proportionally to the amount of their respective initial
subscriptions, rounded downwards to the nearest integer.



Any securities remaining unsubscribe after the exercise of rights and the
pro-rata allocation can be subscribed for by institutional investors that have
placed their orders during the offer period.



2.     The subscription period shall run from 8:30 a.m (Lisbon time) on 9
December 2002, until 3:00 p.m. (Lisbon time) on 23 December 2002. Shares will
trade ex rights on 4 December 2002 and therefore BCP shares traded on and from
that date will no longer entitle the holder to subscribe for the Securities.
These dates are still subject to confirmation and any change to the expected
timetable will be announced as and when required.



3.     Subscription orders may be placed at any branch of Banco Comercial
Portugues, S.A., or through authorized financial intermediaries.



4.     Payment of the issue price of the Securities, of 5.00 euros per security,
will be made entirely in cash and at the time of subscription.



5.     Shareholders are advised that, in accordance with the offering
prospectus:



a)          The Securities will bear interest at an annual rate of 9%.  Interest
will accrue and will be payable quarterly in arrears, with accrual and payment
subject to certain conditions, which are defined in the prospectus, in
particular the availability of distributable funds (as defined in the
prospectus) and the regulatory capital ratio on a consolidated basis being at or
above the level required by the Bank of Portugal;



b)         The Securities are mandatorily convertible into ordinary shares of
BCP, and are therefore fully amortised exclusively through the delivery of BCP
ordinary shares. Each Security holder will be entitled to a number of shares
obtained by dividing the total par value of the Securities held, by the
applicable conversion price.  In case the resulting number is not an integer,
and given that fractional shares cannot be delivered, the result will be rounded
downwards to the nearest integer and the holder will be entitled to receive in
cash an amount corresponding to the remaining fraction.



c)          The conversion price will be determined at the end of the
subscription period as the volume-weighted average price of the ordinary shares
of BCP traded in the main official market of Euronext Lisbon during the 4 last
trading days comprised in the subscription period.







Shareholders should note that this public offering is subject to registration
with the Portuguese Securities Exchange Commission ('Comissao do Mercado de
Valores Mobiliarios').





Lisbon, 21 November, 2002



                        Banco Comercial Portugues, S.A.



Ends


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