AGM Proposals

Banco Bilbao Vizcaya Argentaria SA
14 February 2007



PROPOSED RESOLUTIONS UNDER AGENDA ITEM ONE OF THE ANNUAL GENERAL MEETING OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A., 16th MARCH 2007


1.- Approve, under the terms and conditions of the legal documentation, the
annual accounts and the management report of Banco Bilbao Vizcaya Argentaria,
S.A. for the year ending 31st December 2006, as well as the annual accounts and
management report for the consolidated BBVA Group corresponding to the same
financial year.


2.- Approve the application of the 2006 earnings of Banco Bilbao Vizcaya
Argentaria, S.A., ie, euro 2,439,824,752.94 (two billion, four-hundred and
thirty-nine million, eight-hundred and twenty-four thousand, seven-hundred and
fifty-two euros, ninety-four euro-cents), to be distributed in the following
manner:

The sum of euro 2,220,069,421.49 (two billion, two-hundred and twenty million,
sixty-nine thousand, four-hundred and twenty-one euros, forty-nine euro-cents)
will be used to pay dividends, of which euro 1,364,044,863.33 (one billion,
three-hundred and sixty-four million, forty-four thousand, eight-hundred and
sixty-three euros, thirty-three euro-cents) have already been distributed via
the first, second and third interim dividends. The remaining euro 856,024,558.16
(eight-hundred and fifty-six million, twenty-four thousand, five-hundred and
fifty-eight euros, sixteen eurocents) will be used for the final 2006 dividend,
at euro 0.241 (twenty-four euro-cents) per share and shall be paid out to
shareholders on 10th April 2007.


The sum of euro 15,789,473.65 (fifteen million, seven-hundred and eighty-nine
thousand, four-hundred and seventy-three euros, sixty-five cents) will be
allocated for the provision of the Bank's voluntary reserves.


Resolve that the sums paid as interim dividends plus the sum destined for the
final dividend constitute the total dividend from Banco Bilbao Vizcaya
Argentaria, S.A.'s financial year, ratifying the resolutions adopted by the
Bank's board of directors under which the afore-mentioned amounts were
distributed as interim dividends.


3.- Approve the management of the board of directors of the Banco Bilbao Vizcaya
Argentaria, S.A. in 2006.


4.- Empower the Chairman and CEO, Mr Francisco Gonzalez Rodriguez and the
Company Secretary and Director, Mr Jose Maldonado Ramos, jointly and severally,
to deposit the annual accounts, management reports and auditors reports for the
Bank and its consolidated Group, and to issue the certificates referred to under
article 218 of the Companies Act and under article 366 of the Companies Registry
Regulations.




PROPOSED RESOLUTIONS UNDER AGENDA ITEM TWO OF THE ANNUAL GENERAL MEETING OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A., 16th MARCH 2007


Under this agenda item the board of directors and Appointments and Remuneration
committee put the appointment of a new director before the AGM, proposing him as
an independent director.


In accordance with the Appointments and Remuneration committee's proposal to the
board of directors, the AGM is also being asked to ratify the independent
members of the board of directors, to ensure their independence complies with
the current best practices in corporate governance.



Consequently, it is proposed that the AGM adopt the following resolutions:


2.1.- To appoint as member of the board of directors, for the five-year term
established in the bylaws, Mr Rafael Bermejo Blanco, Spanish national of full
age, married, domiciled to these effects at Paseo de la Castellana, 81, Madrid,
and with identity document 535.037-B.


2.2.- To ratify as member of the board of directors, for the term remaining
since his re-election resolved by the AGM, 28th February 2004, Mr Richard C.
Breeden, American national of full age, married and domiciled for these effects
at Paseo de la Castellana 81, Madrid, with USA passport 159108704.


2.3.- To ratify as member of the board of directors, for the term remaining
since his re-election resolved by the AGM, 26th February 2005, Mr Ramon
Bustamante y de la Mora, Spanish national of full age, married, domiciled for
these effects at Paseo de la Castellana, 81, Madrid, with identity document
2.483.109-Y.


2.4.- To ratify as member of the board of directors, for the term remaining
since his appointment resolved by the AGM, 28th February 2004, Mr Jose Antonio
Fernandez Rivero, Spanish national of full age, married and domiciled at Paseo
de la Castellana, 81, Madrid, with identity document 10.776.014-P.


2.5.- To ratify as member of the board of directors, for the term remaining
since his re-election resolved by the AGM, 26th February 2005, Mr Ignacio
Ferrero Jordi, of full age, married, Spanish national domiciled to these effects
at Paseo de la Castellana, 81, Madrid, and with Spanish identity document
46.201.504-R.


2.6.- To ratify as member of the board of directors, for the term remaining
since his re-election resolved by the AGM, 1st March 2003, Mr Roman Knorr
Borras, of full age, married, Spanish national domiciled to these effects at
Paseo de la Castellana, 81, Madrid, and with Spanish identity document
16.184.205-W.


2.7.- To ratify as member of the board of directors, for the term remaining
since his re-election resolved by the AGM, 28th February 2004, Mr Enrique Medina
Fernandez, Spanish national of full age, married and domiciled at Paseo de la
Castellana 81, Madrid, with identity document 15.706.476-Y.


Pursuant to paragraph 2 of article 34 of the company bylaws, determine the
number of directors at the number there are at this moment, according to the
resolutions adopted under this agenda item, which will be reported to the AGM
for all due effects.




PROPOSED RESOLUTIONS UNDER AGENDA ITEM THREE OF THE ANNUAL GENERAL MEETING OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A., 16th MARCH 2007


Increase by euro 30,000,000,000 (THIRTY BILLION EUROS) the maximum nominal
amount against which the AGM, 18th March 2006 under its agenda item three,
authorises the board of directors to issue fixed-income securities of any kind,
including redeemable and exchangeable bonds, non-convertible into equity. This
increase is subject to applicable legal regulations and obtaining the required
authorisations. The board of directors has a maximum legal period of five years
as of said date to issue, on one or several occasions, directly or through
subsidiary companies fully underwritten by the Bank, any kind of debt
instruments, documented in debentures, any class of bonds, promissory notes, any
class of mortgage bonds, warrants, totally or partially exchangeable for equity
that the Company or another company may already have issued, or via contracts
for difference (CD's), or any other senior or secured nominative or bearer
fixed-income securities (including covered bonds) in euros or any other currency
that can be subscribed in cash or kind, with or without the incorporation of
rights to the securities (warrants), subordinated or not, with a limited or
open-ended term. Consequently, the total maximum nominal amount authorised is
set at euro 135,000,000,000 (ONE-HUNDRED AND THIRTY-FIVE BILLION EUROS).


Likewise, authorise the board of directors, under the same terms and conditions
established under the afore-mentioned AGM resolution, 18th March 2006, to
establish and determine, in the manner it deems proper, the other conditions
inherent to each issue, with regard to the interest rate (fixed, floating or
indexed), issue price, face value of each certificate, its representation in
single or multiple certificates or in book entries, form and date of redemption,
and any other aspects related to the issue. Also, authorise the board of
directors to request listing of the securities issued from the official
exchanges and other competent bodies, subject to the standards for admission,
listing and de-listing, putting up such guarantees or commitments as required
under prevailing legal provisions, and to determine any extremes not envisaged
hereunder or under the resolution of the AGM, 18th March 2006. Likewise, empower
the board of directors, in compliance with article 141 of the Companies Act, to
delegate the powers that the AGM conferred on it under the afore-mentioned
resolutions, to the Executive committee, with express powers to in turn delegate
these to the chairman of the board of directors, the chief operating officer or
any other Company director or proxy.




PROPOSED RESOLUTIONS UNDER AGENDA ITEM FOUR OF THE ANNUAL GENERAL MEETING OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A., 16th MARCH 2007


1.- Repealing the part not executed from the resolution adopted at the Annual
General Meeting, 18th March 2006, under its agenda item four, authorise the
Bank, directly or via any of its subsidiaries, for a maximum of eighteen months
as of the date of this present AGM, to purchase Banco Bilbao Vizcaya Argentaria,
S.A. shares at any time and as many times as it deems appropriate, by any means
permitted by law. The purchase may be charged to the year's earnings and/or to
unrestricted reserves and the shares may be sold or redeemed at a later date.
All this shall comply with article 75 and others of the Companies Act.





2.- Approve the limits or requirements of these purchases, which shall be as
follows:


-          The nominal value of the shares purchased, added to those the Bank
and its subsidiaries already own, will at no time exceed five per cent of the
Banco Bilbao Vizcaya Argentaria, S.A. share capital, always respecting the
limitations on treasury stock acquisition established by the regulatory
authorities governing the exchanges on which Banco Bilbao Vizcaya Argentaria,
S.A. securities are listed.


-          To provision a restricted reserve under the Liabilities on the Bank's
balance sheet, equivalent to the amount of the treasury stock booked under
Assets. This reserve must be maintained until the shares are sold or redeemed.


-          The stock purchased must be fully paid up.


-          The purchase price will not be below the nominal price nor more than
20% above the listed price or any other price associated to the stock on the
date of purchase or, in the case of derivatives, on the date of the call
contract. Operations to purchase treasury stock will comply with securities
markets' standards and customs.



3.- Express authorisation is given to earmark all or some of the shares
purchased by the Bank or any of its subsidiaries hereunder for Company workers,
employees or directors when they have an acknowledged right, either directly or
as a result of exercising the option rights they hold, as established in the
final paragraph of article 75, section 1, of the Companies Act.




4.- Reduce the share capital in order to redeem treasury stock the Bank may hold
on its balance sheet, charging this to earnings or free reserves. The reduction
may be of the amount which is appropriate or necessary at any time, up to the
maximum amount of treasury stock held at any time.



5.- Authorise the board, in compliance with article 30 c) of the corporate
bylaws, to implement the above resolution to reduce share capital, on one or
several occasions and within the maximum period of eighteen months from the date
of this AGM, undertaking such procedures, processes and authorisations as
necessary or as required by the Companies Act and other applicable provisions.
Specifically, the board is delegated, within the time and limits established for
the aforementioned implementation, to establish the date(s) of the capital
reduction(s), their timeliness and appropriateness, taking into account market
conditions, listed price, the Bank's economic and financial position, its cash
position, reserves and business performance and any other factor relevant to the
decision. It may specify the amount of the capital reduction; determine where to
book said amount, either to a restricted reserve or to freely available
reserves, where relevant, providing the necessary guarantees and complying with
legally established requirements; amend article 5 of the Corporate Bylaws to
reflect the new figure for share capital; request the de-listings of the
redeemed stock and, in general, adopt such resolutions as necessary regarding
this redemption and the consequent capital reduction, designating the people
able to formalise these actions.




PROPOSED RESOLUTIONS UNDER AGENDA ITEM FIVE OF THE ANNUAL GENERAL SHAREHOLDERS
MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A., 16th MARCH 2007



Re-elect Deloitte, S.L. as auditors for the accounts of Banco Bilbao Vizcaya
Argentaria, S.A. and its Consolidated Financial BBVA Group for the financial
year 2007. The firm of Deloitte, S.L. is registered in Madrid, at Plaza Pablo
Ruiz Picasso, 1 - Torre Picasso and its tax code is B-79104469; it is filed
under number S-0692 on the Official Spanish Registry of Account Auditors and
under volume 13.650, sheet 188, section 8, page M-54414 of the Madrid Companies
Registry.







PROPOSED RESOLUTIONS UNDER AGENDA ITEM SIX OF THE ANNUAL GENERAL MEETING OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A., 16th MARCH 2007



1.Amend article 36 of the corporate bylaws in order to eliminate the annual
renewal of one fifth of the board of directors seats each year. Once approved,
the amended article 36 would read as follows:

'Article 36. 'Term of office and renewal

The term of office for members of the board of directors shall be five years.
Members may be re-elected one or more times for terms of the same maximum
duration.'



2.- The preceding amendments to the bylaws must first obtain the authorisations
demandable under prevailing laws and/or regulations. The board of directors is
expressly delegated the broadest, most efficient powers possible at law to
obtain said authorisations and/or any others that may be required to implement
and effect the afore-mentioned resolutions. These powers may in turn be
delegated totally or in part to the Executive committee or any of the directors.







PROPOSED RESOLUTIONS UNDER AGENDA ITEM SEVEN OF THE ANNUAL GENERAL SHAREHOLDERS
MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A., 16th MARCH 2007



1. Constitute a private, non-profit, Spanish-nationality Foundation, with its
own legal status and its own governing bodies, whose decision-making capacity
and management will be independent of BBVA. Its founding mission will be to
provide aid and cooperation in the economic and social development of less
well-off people, groups and societies by fostering and participating in
projects, actions and organisations that propitiate social integration and
mitigate unequal opportunities. These aims will be preferably pursued by
granting small loans to people with very low incomes, who find it difficult to
access traditional banking services. The loans will be granted to finance small
businesses and business projects to generate revenues for the borrowers and
improve their living conditions. In general, the Foundation shall carry out the
activity generally known as 'micro-finance', which includes financial services
such as insurance, saving, pensions, etc, provided the aim is to promote
integration and to give worse-off social sectors and people easier access to
productive and financial potential.



The Foundation will be of international scope and will operate mainly in Latin
America, although it may extend its activity to underdeveloped and developing
countries outside said region. It may also operate in Spain and other developed
countries, either to supplement its other activities or in pursuit of its core
activities to promote development and the integration of less well-off groups
and people in such countries.



The Foundation may pursue its activities directly or by taking out significant
holdings in financial institutions in Latin America or other regions in which it
is present, that are benchmarks for the regions in which they operate and have
the infrastructures needed to promote and support the expansion of
micro-finance.



2. Authorise the Board of Directors, with express powers to in turn authorise
the Executive committee or any proxy it deems pertinent, to endow the Foundation
with TWO-HUNDRED MILLION EUROS (euro 200m). This endowment may be paid up on one
or several occasions over the maximum legal period of five years, an initial
payment of 25% being made on signing the deeds of corporation.



3. Confer authority on the Board of Directors, with express powers to in turn
confer it on the Executive committee, to draw up the Foundation's bylaws, to
appoint members to the board of trustees and designate a proxy to grant the
founding deed, place on public record the resolutions adopted, verifying,
clarifying, rectifying or correcting them as necessary until the Foundation is
recorded in the Foundations Register, and in general, to take such action and
grant such documents as may be necessary to legally constitute the Foundation
and ensure its proper operation.





PROPOSED RESOLUTION FOR AGENDA ITEM NINE OF THE ANNUAL GENERAL SHAREHOLDERS
MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD 16th MARCH 2006



To confer on the board of directors, with express powers of substitution by the
executive committee or the director(s) it deems pertinent, the broadest
authority at law necessary for the fullest execution of the resolutions adopted
by this AGM. The board or its substitute shall make such arrangements as may be
necessary to obtain due authorisation and/or filing with the Bank of Spain, the
Direccion General del Tesoro y Politica Financiera (Spanish treasury and
financial policy directorate), the CNMV (Spanish Securities Market Commission),
the book-entry registry, the Company registry and any other public or private
organisations. To such effects, they may (i) establish, complete, develop,
amend, correct omissions and adapt said resolutions in accordance with the
verbal or written recommendation of the Company Registry and any other
authorities, government officers or competent institutions; (ii) draw up and
publish announcements required by law; (iii) grant any public or private
documents they deem necessary or advisable and (iv) make such arrangements as
may be necessary or advisable to put the resolutions into effect, and in
particular, to have them lodged with the Company Registry or other registries
where they should be filed.







Report presented by the Board of Directors of Banco Bilbao Vizcaya Argentaria,
S.A., in accordance with articles 144 and 164 of the Companies Act (Consolidated
Text, approved under Legislative Royal Decree 1564/1989, 22nd December)
regarding the resolution to confer authority for the company to directly or
indirectly acquire its treasury stock and, where applicable, reduce its share
capital, referred to under agenda item four of the Annual General Meeting called
for 15th and 16th March 2007, at first and second summons, respectively.



Articles 74 and subsequent of the Companies Act allows Spanish companies to hold
shares in their portfolio, either directly or through subsidiaries, that they
themselves issued. However, they must comply with the following requirements:



Once the derivative acquisition of treasury stock has taken place, there are
various legally established mechanisms to reduce or write off its value: one
possibility is to redeem the shares and another is to sell the shares on the
market.



Market conditions must be taken into account when deciding which mechanism to
use, since they may at times be unfavourable to directly divesting treasury
stock onto the open market.



Given that it is impossible to determine a priori which mechanism is more
opportune, and since there are no objective benchmarks to be able to come to a
judicious decision at this moment regarding the method that may be more suitable
at any time, the board of directors is authorised to evaluate and decide on
these issues when they arise.



Should the treasury stock be redeemed, this would require the AGM to pass a
resolution to reduce share capital.



Given the advisability and timeliness of this financial operation, in light of
changing circumstances influencing the securities market, the socio-economic
context, the financial situation and the objectives and policy of the company
itself, and the consequent fact that it is not possible at the moment to
determine specific conditions, the resolution to reduce capital must be
conceived with broad criteria, conferring various authorisations on the board of
directors in order to make this possibility, offered by legislation, feasible.
These authorisations should include empowering the board to determine the amount
of the reduction, and whether it be used to provision restricted reserves, as
provided under number 3 of article 167 of the Companies Act, or unrestricted
reserves, in which case the legally demandable requirements to guarantee
creditors' rights must be satisfied.



In compliance with Companies Act, the resolution envisages the possibility that
treasury stock acquired be given to Company employees or directors when they
have a recognised entitlement, either directly or as a consequence of any option
rights that they may hold.



Treasury stock may be used to comply with a company's commitments to grant
shares to their employees, management and directors under remuneration plans
already approved by the AGM or that may be set up in the future.



Finally, it should be pointed out that this resolution is intended to provide
the company with suitable instruments to operate on national and international
financial markets under equal conditions as other financial institutions
operating on them, thereby safeguarding the best interests of the company and
its shareholders.



                                                      Madrid, 12th February 2007







Report presented by the Board of Directors of Banco Bilbao Vizcaya Argentaria,
S.A., in accordance with article 144 of the Companies Act (Consolidated Text,
approved under Legislative Royal Decree 1564/1989, 22nd December) regarding the
resolution to amend the bylaws, referred to under agenda item six of the Annual
General Meeting called for 15th and 16th March 2007, at first and second
summons, respectively.



This report is issued pursuant to article 144.1 a) of the Companies Act,
regarding the proposal to amend article 36 of the BANCO BILBAO VIZCAYA
ARGENTARIA, S.A. bylaws, which the Bank's board of directors is putting to the
Annual General Meeting.



The BBVA Board of Directors conceives corporate governance as a dynamic process,
that must be periodically analysed as a function of how the Company has
developed, the results it has obtained in implementing its standards of
corporate governance, and recommendations made in Spain and world-wide regarding
best practices in the market, adapted to the Company's actual conditions.



This proposal to amend the bylaws is being presented by BBVA's Board of
Directors as the outcome of ongoing analysis and improvement of the Company's
governance. It follows the recommendations and tendencies in good governance
prevailing in the markets where it operates.



The amendment proposed reflects BBVA's desire to continue adapting the Company's
bylaws to the latest developments in good governance for listed companies, in
order to align them with the recommendations of key national and international
bodies and institutions. This alignment was initiated in the amendments proposed
to the AGM, 28th February 2004.



The independence of the independent directors will be enhanced by avoiding a
situation in which they must place their seats at the disposal of the AGM before
they have completed the term for which they were appointed, due to the automatic
renewal of one fifth of the board each year.



The proposed amendment is as follows:



Elimination of the bylaws obligation to re-elect one fifth of the members of the
Board of Directors each year.



Whatever the resolution, it should be recognised that any amendment to the
bylaws must first obtain all legal or statutory permits. It is therefore
proposed that the Board of Directors be granted sufficient powers to obtain said
permits or any other authorisations that may be necessary. The Board must be
able to adapt the text of these amendments to any requirements the government
authorities or the Company Registry may make in order to clear them and register
them, provided it always reflects the terms of the proposed resolutions being
submitted to the AGM.



Finally, in compliance with company legislation, the entire wording of the
proposed amendments is attached.











ENTIRE TEXT OF THE AMENDMENT TO THE CORPORATE BYLAWS OF BANCO BILBAO VIZCAYA
ARGENTARIA, S.A., PROPOSED UNDER THE AGENDA OF THE COMPANY'S ANNUAL GENERAL
MEETING



CURRENT TEXT

Article 36. Term of office and renewal

The term of office of members of the Board of Directors shall be five years. A
fifth of the membership of the Board shall be renewed annually and the members
may be re-elected indefinitely.





PROPOSED TEXT

Article 36. Term of office and renewal

The term of office for members of the Board of Directors shall be five years
Members may be reelected one or more times for terms of the same maximum
duration.




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