Joint Agreement

Banco Comercial Portugues S.A.
11 January 2000


                BANCO COMERCIAL PORTUGUES, S.A. (BCP) AND
                     JOSE DE MELLO GROUP JOIN FORCES
                          IN FINANCIAL SERVICES

Introduction

The Jose de Mello Group is one of the leading Portuguese groups with a
diversified portfolio of activities. Besides a strong presence in the
financial sector now being reinforced, the Jose de Mello Group has
significant investments in chemicals (Group CUF), energy and oil,
shipping, health care, and motorway concessions (through its important
shareholding in Brisa). As of 30 September, 1999, the Jose de Mello Group
s total assets, on a consolidated basis stood at PTE 509 billion
aggregate turnover was PTE 326 billion (EUR 1.6 billion) in 1998.

The BCPAtlantico Group (BCP, NYSE: BPC, BCPPRA) is Portugal's leading
private financial services group, ranking as the country's second largest
bank and the undisputed leader in insurance, asset management and
specialised financial services. With total assets of PTE 7.4 trillion and
total capital of PTE 698 billion as of 30 September, 1999, the
BCPAtlantico Group has reaffirmed its primary objective of further
strengthening its position in the domestic market.

Jose de Mello Group and Banco Comercial Portugues have agreed to combine
their financial services businesses, to consolidate the leadership and
the competitive position of the premier Portuguese private financial
services group. This transaction will be the first agreed combination
between financial services companies listed on the Lisbon Stock Exchange,
opening the way to further concentration in the Portuguese financial
sector. Under the terms of this agreement, Jose de Mello Group will
maintain a prominent position in the financial sector, becoming a leading
shareholder in BCP and is agreeing not to develop any operation in the
financial sector beyond its investment in BCP. Strengthened by this
alliance, BCP remains totally committed to the acquisition of Banco Pinto
& Sotto Mayor (BPSM).

This agreement is based upon the recognition by both groups of the
importance of achieving significant scale as a requisite to compete in a
rapidly consolidating European market. The combination of Jose de Mello
financial group and BCP follows their aim of strengthening, initially,
domestic leadership to respond to the challenges raised by the industry s
global and regional dynamics. The Jose de Mello Group and BCP share this
strategic vision and benefit from a high level of mutual knowledge,
developed over time and, in particular, through the joint acquisition of
Banco Portugues do Atlantico and Uniao de Bancos Portugueses in 1995.

Commenting on the agreements, Mr. Vasco de Mello, Chairman of the Board
of Directors of Banco Mello and Companhia de Seguros Imperio said:  'The
Jose de Mello Group will now concentrate in the BCPAtlantico Group its
interests in the financial sector. Our Group will become the largest
shareholder of the leading private financial services group in Portugal,
contributing to the strengthening of its competitive position. The two
groups aim to co-operate in other areas, so that the relevance of this
agreement in Portugal is not restricted to the financial sector'

Mr. Jardim Goncalves, BCP's Chairman and CEO commented:  'This agreement
is of the greatest significance to the consolidation of the domestic
financial sector, and illustrates our sense of urgency in strengthening
the Group's competitive capabilities. It launches a new phase in the
industry consolidation and BCPAtlantico once again progresses towards its
strategic objective of consolidating its position in the domestic market.
We remain firmly committed to move further towards this goal, namely
through the acquisition of BPSM. We wish to increase shareholder value
and simultaneously to prepare ourselves for the challenges arising from
the consolidation of the European financial industry'.

Transaction terms

Under the terms of this transaction, the Jose de Mello Group will
transfer to BCP its wholly-owned subsidiaries, Uniparticipa and Finimper,
which control 51% of the share capital respectively of Banco Mello and
Companhia de Seguros Imperio, for PTE 91 billion and PTE 38 billion. The
Jose de Mello Group will invest part of the proceeds (approximately PTE
90 billion) to acquire a stake in BCP corresponding to circa 9% of its
currently outstanding share capital, thus becoming the largest
shareholder of the leading Portuguese private group.

Subsequently, BCP will launch Public Offers for the minority interests in
Banco Mello and Imperio, offering to the shareholders of these companies,
as consideration, an exchange for BCP shares, with a cash alternative.
The terms correspond to an exchange ratio of 213 BCP shares for every 100
shares of Banco Mello and 153 BCP shares for every 100 shares of Imperio,
or a cash alternative of EUR 11.50 and EUR 8.25 for each share of Banco
Mello and Imperio, respectively. These offer prices represent premia of
24% and 26% over the respective closing prices as of January 7, 2000.

These transactions are subject to the non-opposition of the supervisory
authorities; all legally required filings and applications have been
complied with. The Annual General Meeting of Banco Comercial Portugues,
to be held in March, will be asked to approve an issue of new shares to
be offered as consideration in the Public Offer, for Banco Mello and
Imperio.

Strategic rationale for the integration of the financial service
operations of Jose de Mello Group and BCP

The integration of Banco Mello, Imperio and BCP is underpinned by
strategic arguments, as well as by the expectations of value creation
deriving from the unification of structures, the rationalisation of
distribution platforms, and the sharing of skills and know-how. This
process represents an important step for BCP to reinforce its leadership
in the Portuguese financial sector - clearly outpacing its main
competitors in banking, consolidating its undisputed leadership in the
insurance business, and improving its capacity in specialised financial
services - as well as an opportunity to create value for shareholders,
supported by significant cost synergies and by largely improving
profitability in insurance.

The BCP Group will increase its market share to 22% in terms of customers'
funds and loans, aiming to attain a 28% market share through the
acquisition of BPSM. In the insurance business, the BCP Group's market
share will expand from 19% to 27%. As for specialised financial services,
the significant increase in BCP Group's market shares in leasing,
factoring, asset management and brokerage must be highlighted.
Integrating the financial services operations of the Jose de Mello Group -
together with the acquisition of BPSM - will allow BCP to become the
4th largest financial group in the Iberian Peninsula, ranked by total
assets.

Integration process

The integration process of Banco Mello and Imperio will focus on rapidly
capturing already identified opportunities for value creation through the
integration of common structures, rationalisation of distribution
platforms and sharing of skills and know-how in banking, insurance and
specialised financial services. The successful restructuring track record
of BCP with Banco Portugues do Atlantico and Banco Mello with Uniao de
Bancos Portugueses, the compatibility of sizes, organisational
structures, IT platforms and corporate cultures limit the complexity and
the length of the integration process, and will enable early reaping of
the estimated benefits. The estimated total amount of cost reductions and
revenue enhancements is expected to reach approximately PTE 24 billion.
It is worth highlighting that the integration of infrastructures is the
main source of value creation - thus reducing the risk of underachieving
the target - while the timeframe to realise such benefits is quite short
(63% of total benefits should be obtained in 2001 and the full benefits
attained during the following year).

Strategic initiatives to be implemented in banking involve integrating
retail banking, investment banking, mortgage credit, specialised credit
and asset management of Banco Mello with the corresponding specialised
platforms of the BCPAtlantico Group  rationalising commercial structures
with the phased integration of distribution networks: unifying, in
ServiBanca, operations, treasury, shared services and Corporate Centre.
With regards to commercial initiatives, the opportunity to increase cross
selling due to the combination of complementary skills will be exploited.
The total amount of anticipated benefits with the implementation of these
programs is expected to reach PTE 14.2 billion.

The strategic programs to be implemented in insurance focus on
integrating systems, operations, claims'  management, remote distribution,
technical support and shared services units; integrating and
rationalising branch networks and large risks platforms; rationalising
the brand portfolio;  promoting cross selling of other financial products
and increasing cross selling with Eureko. Conservative estimates suggest
that total annual benefits in the insurance business will reach PTE 9.5
billion.

Management of the BCPAtlantico Group

The integration of the management teams of the two Groups will be
implemented immediately. It has already been agreed that

1.   Mr. Vasco de Mello will join the Senior Board of BCP and will become
  one of its Vice-Chairmen;
2.   Mr. Francisco de Lacerda, Chairman of Banco Mello s Executive
  Committee will become a member of the Board of Directors of BCP;
3.   Mr. Jaime d Almeida will join the Board of Directors of Seguros &
  Pensoes Gere, while retaining his duties as Vice-Chairman of Imperio
4.   Mr. Pedro Rocha e Melo will join the Board of Directors of BCPA - Banco
de Investimentos as one of its Vice-Chairmen.

Financial impact of the integration

This transaction will have a substantial positive impact on BCP's
Earnings per Share with forecast EPS accretion for 2002 of 11%. The
forecast ROE will increase from 18% in 2000 to 22% in 2002. These impacts
will be even higher if the acquisition of BPSM materialises. Following
the conclusion of the above described transactions, it is estimated that
BCP s solvency ratio on a consolidated basis in accordance with BIS rules
will be around 9% (Tier One: 7%).

BCP is advised in this transaction by Salomon Smith Barney. Banco Mello
and Imperio are advised by Lehman Brothers.


For further information

Rui Lopes                Banco Comercial Portugues Tel: [phone]
Kevin Soady/Toby Moore/  Citigate Dewe Rogerson    Tel: [phone]
Emma Pickford
Cindy Lyman/             Citigate Dewe Rogerson    Tel: [phone]
Melissa Payne-Smith




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