AGM Statement

Banco Bilbao Vizcaya Argentaria SA
01 March 2003



                       GENERAL MEETING OF SHAREHOLDERS OF

                     BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

                              HELD ON 1 MARCH 2003




                               RESOLUTIONS PASSED






First resolution.-


1.- To approve, in accordance with the terms of the legal documentation, the
Annual Accounts (Balance Sheet, Profit and Loss Account and the Annual Report)
plus the Management Report of Banco Bilbao Vizcaya Argentaria, S.A.
corresponding to the year ending 31st December 2002, as well as the Annual
Accounts (Balance Sheet, Profit and Loss Account and Annual Report) plus the
Management Report of the consolidated BBVA corresponding to the same financial
year.


2.- Approve the proposal to apply the earnings of Banco Bilbao Vizcaya
Argentaria, S.A. corresponding to the financial year 2002, for the sum of ONE
BILLION, TWO HUNDRED AND SEVEN MILLION, NINETY-SIX THOUSAND, ONE HUNDRED AND
THIRTY-ONE EUROS, TWELVE EURO-CENTS (1,207,096,131.12 euros), to be distributed
as follows:


  • The sum of ONE BILLION, ONE HUNDRED AND TWELVE MILLION, ONE HUNDRED AND
    FIFTY-SIX THOUSAND, FIVE HUNDRED AND TEN EUROS, NINETY-SIX EURO-CENTS
    (1,112,156,510.96 euros) for the payment of dividends; of which EIGHT
    HUNDRED AND SIXTY-TWO MILLION, EIGHT HUNDRED AND EIGHTY THOUSAND, FIFTY-ONE
    EUROS, ONE EURO-CENT (862,880,051.61 euros) have already been paid out in
    the first, second and third interim dividends; the remaining TWO HUNDRED AND
    FORTY-NINE MILLION, TWO HUNDRED AND SEVENTY-SIX THOUSAND, FOUR HUNDRED AND
    FIFTY-NINE EUROS, THIRTY-FIVE EURO-CENTS (249,276,459.35 Euros) correspond
    to the amount destined to pay the complementary dividend for the financial
    year 2002 to the sum of SEVENTY-EIGHT EURO-CENTS (0.078 euros) per share and
    which will be paid to the shareholders on 10th April 2003.


  • The sum of NINETY-FOUR MILLION, NINE HUNDRED AND THIRTY-NINE THOUSAND, SIX
    HUNDRED AND TWENTY EUROS, SIXTEEN EURO-CENTS (94,939,620.16 Euros) for the
    provision of the Bank's voluntary reserves.


To resolve that the sums paid as interim dividends plus the sum destined to the
complementary dividend constitute the total amount of the dividend for the
financial year for the Banco Bilbao Vizcaya Argentaria, S.A., ratifying the
resolutions adopted by the Board of Directors according to which the
aforementioned sums were paid as interim dividends.


3.- To approve the management of the Board of Directors of the Banco Bilbao
Vizcaya Argentaria, S.A. corresponding to the corporate year 2002.


4.- To authorise the Chairman, Mr. Francisco Gonzalez Rodriguez, and the Company
Secretary and Board Member, Mr. Jose Maldonado Ramos, severally, to deposit the
Annual Accounts, Management Reports and Audit Reports corresponding to the Bank
and its consolidated Group, as well as to issue the certificates referred to in
Article 218 of the Spanish Companies Act (Ley de Sociedades Anonimas) and in
Article 366 of the Mercantile Register Regulations (Reglamento del Registro
Mercantil).




Second resolution.-


Informing the General Shareholders Meeting that the powers conferred on the
Board of Directors by the company's General Shareholders Meeting held on 9th
March 2002 under item two of its Agenda, to increase its share capital, have not
been used.


1.- To annul the resolution to increase the share capital adopted by the bank's
General Shareholders Meeting held 9th March 2002 under item 2 of its Agenda.


2.- (a) To increase the share capital by the nominal amount of 782,983,750 euros
by issuing new ordinary shares of identical nominal value and rights as the
shares already released on the date of their launch. This shall be subject to
obtaining due authorisations from pertinent authorities and regulators.

(b) For the legal term of one year, to delegate the Board of Directors all
powers needed to implement this resolution on one or several occasions. The
powers hereby delegated shall include, but never be limited to, the following:


 i. To determine the date and the conditions of the capital increase.


ii. To determine the type of issue and the nominal value of the new shares, to
    be pay down by means of cash contributions, the amount of the premium,
    establish the deadline for exercising preferential subscription rights, to
    offer unsubscribed shares to third parties once said deadline has expired,
    and to be able to conclude the capital issue agreed at the figures that are
    effectively subscribed in accordance with Art. 161 of the Spanish Companies
    Law (Ley de Sociedades Anonimas); to request official listing on stock
    exchanges in Spain and abroad for the new shares issued, and to rewrite
    Article 5 of the company's Bylaws:


iii. To empower the directors to abstain from implementing this capital
    increase, reporting on this to the first Ordinary General Shareholders
    Meeting held after said legal term of one year.


If within the term established by the Shareholders Meeting to implement this
resolution, the Board of Directors does not exercise the powers delegated to
them in full or in part, said powers shall be without value or effect once said
term has expired with respect to the amount to which the share capital has not
been increased.


3.      To apply for the shares that may be issued under the above resolution to
be listed in the Spanish continuous trading system (Sistema de Interconexion
Bursatil - Mercado Continuo) at the Bilbao, Madrid, Barcelona and Valencia stock
exchanges, and to make similar applications to the due bodies for the foreign
stock exchanges on which the Bank's shares are listed at the time of
implementing this capital increase. This may require compliance with the
applicable regulations, to which effect the company's Board of Directors is
empowered, with express powers of substitution to the Executive Committee and/or
one or several of the company's Directors or empowered executives, to issue such
documents and take such steps as may be necessary therefore, including any
action, statement or arrangement before the competent authorities of the United
States of America for accepting the shares, represented by American Depositary
Shares, for trading.


In compliance with article 27, part b) of the Commodities Exchange Regulations
(Reglamento de las Bolsas de Comercio) approved under decree 1506/1967, 30th
June, the company is expressly declared to fall under the rules that exist or
may be laid down in the future regarding stock exchanges, and especially
regarding trading, remaining on or being excluded from the official listings.


4.     Likewise, to empower the Board of Directors such that, in compliance with
article 141 of the Spanish Companies Law (Ley de Sociedades Anonimas), they may
pass on the powers delegated to them by the Shareholders Meeting regarding the
earlier resolutions to the Executive Committee, with express powers of
substitution for the Chairman of the Board, the Managing Director or any other
Director or proxy of the Bank.






Third resolution.-


One.- Annulling the authorisations granted at the General Shareholders Meeting
held 9th April 2002 under agenda items six and seven, to delegate the Board of
Directors, according to Article 319 of the Mercantile Registry Regulations
(Reglamento del Registro Mercantil) and the general rules governing bond issues,
similarly implementing article 153.1 b) and 159.2 of the Spanish Companies Act
(Ley de Sociedades Anonimas), to issue bonds, convertible and/or exchangeable
into Company shares according to the following conditions:





 1. The convertible and/or exchangeable bonds may be issued one or more times
    within the five (5) year period as of the date of this resolution.


 2. The maximum total amount of the convertible and/or exchangeable bonds
    approved under this delegation of authority shall be SIX BILLION
    (6.000.000.000) Euro, unless this amount together with the other Company
    securities already released at the time of its implementation, shall not
    exceed the maximum limit of paid-up share capital plus the reserves
    identified in the last approved balance sheet and the revised and updated
    balance sheets accepted by the Ministry of Economy and Finance established
    in Section 1 of Article 282 of the Spanish Companies Act (Ley de Sociedades
    Anonimas).




 3. The delegation to issue convertible and/or exchangeable bonds shall extend to
    establishing the various aspects and conditions of each issue (nominal
    value, type of issue, exchange ratio, redemption price, anti-dilution
    clauses, issue guarantees, listing, etc.) and in particular the following:


     i. To increase capital by the amount necessary to meet applications for
        conversion. Said power may only be exercised provided the Board does not
        exceed the limit of half the amount of share capital established under
        Article 153.1 b) of the Spanish Companies Act (Ley de Sociedades
        Anonimas), after having added together the capital increase to meet to
        convertible bond issues plus further capital increases approved under
        the authorisations granted by the General Shareholder Meeting and to
        rewrite Article 5 of the company's Bylaws.


    ii. The power to exclude the preferential subscription rights of
        shareholders or convertible and/or exchangeable bonds holders, whenever
        it is necessary to raise capital on international markets or if
        corporate interests so require. Be this as it may, should the Board
        decide to waive preferential subscription rights for a specific
        convertible bond issue that it eventually decides to make hereunder, it
        shall also provide a detailed report clarifying the grounds for the
        decision. This report must be approved in the auditors' report referred
        to in article 159.2 of the Spanish Companies Act (Ley de Sociedades
        Anonimas).


    iii. The power to determine the conversion rate, fixed or variable, with the
        limits detailed below, as well as the timing of the conversion, which
        may be limited to a predetermined period not higher than 20 years,
        ownership entitlements of the conversion rights (which may be allocated
        to the Bank or the bond holders) and, in general, such terms and
        conditions as may be necessary or proper for the issue.


            If the issue has a fixed exchange and/or conversion rate, the
            corresponding share conversion and/or exchange price shall not be
            lower than whichever is higher of (i) the arithmetic average of the
            closing price on the continuous market over a period to be specified
            by the Board of Directors (not exceeding three months and not less
            than 15 days) prior to the Board Meeting (making use of this
            delegation) to approve the bond issue, or (ii) the closing share
            price on the continuous market the day prior to the Board of
            Directors Meeting to approve the bond issue.


            If the issue has a variable exchange and/or conversion rate, the
            share price shall be the arithmetic mean of the closing share prices
            on the continuous market over a period to be specified by the Board
            of Directors, not exceeding three months and not less than five days
            prior to the conversion or exchange date, including a premium or,
            where applicable, a discount on said share price. The premium or
            discount may be different for each issue's conversion or exchange
            date, although these discounts shall not exceed 30% of said share
            price.


            For the purpose of conversion and/or exchange, the value of the
            share shall never drop below its nominal value. It must be higher
            than the net worth stated in the last audited annual balance sheet
            approved by the General Shareholders Meeting. Likewise, the
            valuation for conversion and/or exchange of bonds into shares may
            include accrued interest that has not been paid at the time of their
            conversion and/or exchange.




During subsequent General Shareholder Meetings convened by the Company, the
Board of Directors shall notify shareholders of the implementation or
non-implementation to date of the delegations mentioned in this resolution.




Two.- Likewise, it is agreed to request acceptance for trading of bonds issued
by the Company by virtue of this delegation, on official/unofficial, regulated/
deregulated, Spanish/foreign secondary markets. The Board is empowered to
implement such procedures and actions as may be necessary to obtain approval for
listing on Spanish and foreign securities exchanges.


Should the securities issued by virtue of this delegation later be de-listed,
the request to de-list them shall comply with the provisions of article 27 of
the Exchange Regulations (Reglamento de Bolsas de Comercio) and guarantee the
interests of shareholders or bond holders who oppose or do not vote for the
de-listing resolution, thereby satisfying the requirements of the Spanish
Companies Law (Ley de Sociedades Anonimas) and other similar provisions. All
this must meet the stipulations of said Exchange Regulations, the Securities
Exchange Law (Ley de Mercado de Valores) and its accompanying provisions.


Three.- Also, to empower the Board of Directors to pass on the powers the
General Meeting has granted them, in accordance with Article 141 of the Spanish
Companies Law (Ley de Sociedades Anonimas) in favour of the Executive Committee,
with express powers of substitution for the Chairman of the Board of Directors,
the Managing Director or any other Director or proxy of the Company.




Fourth resolution.-


1.- To amend Article 31 of the Corporate Bylaws in order to cease limiting the
exercise of voting rights to 10% of the total share capital, such that Article
31 of the Bylaws will read as follows:





    'Article 31. Adopting resolutions.


    At ordinary and/or extraordinary Shareholders Meetings, resolutions shall be
    adopted with the majorities required by the Spanish Companies Law (Ley de
    Sociedades Anonimas).


    Every shareholder attending the General Shareholders Meeting shall have one
    vote for every share he/she holds or represents, however much he/she may
    have paid up. However, those shareholders who have failed to pay up on the
    calls for subscribed capital shall not have voting rights with regard to
    those shares whose call money has not been paid. Nor shall holders of shares
    without voting rights.'




2.- To amend Article 34 of the Corporate Bylaws in order to adjust the maximum
and minimum number of seats on the Board of Directors, such that Article 34 of
the Bylaws will read as follows:





    'Article 34. Number and Election.


    The Board of Directors shall be made up of a minimum of nine members, and a
    maximum of eighteen, elected by the General Shareholders Meeting, with the
    exception contained in article 37 of these Bylaws.


    The exact number of Directors shall be determined by the General
    Shareholders Meeting within the stipulated limits.'




3.- To amend Article 48 of the Corporate Bylaws in order to adapt them to the
new law 44/2002 on Measures to Reform the Financial System (Medidas de Reforma
del Sistema Financiero), by making it obligatory under the Bylaws to set up the
Audit Committee, such that Article 48 of the Bylaws will read as follows:


    'Chapter Four: The Board Committees

Article 48.-


    The Board of Directors, in order to better pursue its duties, may create the
    Committees it deems necessary to help it on such issues as fall within the
    scope of its powers.


    However, for the supervision of the financial statements and the exercise of
    its control function, the Board of Directors shall have an Audit Committee,
    which will have the powers and means it needs to exercise this fundamental
    function for corporate matters.


    This Committee shall comprise of a minimum of four non-executive Directors
    appointed by the Board of Directors, who have due dedication, capacity and
    expertise to pursue their duties. The Board shall appoint one of them Chair
    of the Committee, who must be replaced every four year. He/she may be
    re-elected to the post when one year has passed since he/she stood down.


    The Committee shall have its own set of specific regulations, approved by
    the Board of Directors. These will determine its duties, and establish the
    procedure to enable it to meet its commitments.


    The Audit Committee shall have, as a minimum, the following powers:


    a) to report, at the General Shareholders Meeting on issues that
    shareholders bring up in it regarding matters within the scope of their
    powers

    b)     to propose to the Board of Directors, for submission to the General
    Shareholders Meeting, the appointment of the Auditor of Accounts referred to
    in article 204 of the Spanish Company Law (Ley de Sociedades Anonimas) and,
    where applicable, the conditions under which they are to be hired, the scope
    of their professional remit, and the termination or renewal of their
    appointment.

    c)     To supervise internal auditing services.

    d)     to know the financial information process and the internal control
    systems.

    e)     to maintain relations with the Accounts Auditor to receive
    information on such questions as could jeopardise the Accounts Auditor's
    independence, and any others related to the process of auditing the
    accounts, as well as to receive information and maintain communications with
    the Accounts Auditor as established under the legislation of accounts audits
    and the technical auditing standards.'




4.- The preceding amendments to the Bylaws are subject to first obtaining such
authorisation as may be 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 preceding resolutions. Said powers may be
passed on totally or in part to the Board's Executive Committee or any of the
Board members.




Fifth resolution.-


To ratify the acceptance by BANCO BILBAO VIZCAYA ARGENTARIA, S.A., acting as
sole shareholder in the company BBVA PRIVANZA BANCO, S.A., of the global
assignment of the company's total inheritance, constituted by all its assets and
liabilities, and subsequently to wind it up without liquidation. Under said
agreement, Banco Bilbao Vizcaya Argentaria, S.A. takes on all the obligations
that BBVA PRIVANZA BANCO, S.A may have had with any kind of creditors, as agreed
by the Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A. at its Board
Meeting of 29th January 2003.




Sixth resolution.-




1.- Annulling unfulfilled elements of the agreement adopted at the General
Meeting of 9th March 2002, authorising the Bank to, directly or via any of its
subsidiaries, and throughout a maximum term of eighteen months as of the date of
this present Ordinary General Shareholders Meeting to purchase at any time and
as many times as it deems appropriate, shares of Banco Bilbao Vizcaya
Argentaria, S.A., by any means permitted by law, including charging them to the
year's profits and/or freely available reserves, as well as to dispose of them
or amortise them at a later date, all in accordance with Article 75 and others
of the Spanish Companies Law (Ley de Sociedades Anonimas).


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


  • That the nominal of the shares purchased, added to those already in
    possession of the Bank and its subsidiaries will not exceed, at any time,
    five per cent of the share capital of Banco Bilbao Vizcaya Argentaria, S.A.,
    at all times respecting the limitations established for the purchase of
    treasury stock by the regulatory authorities governing the Exchanges on
    which Banco Bilbao Vizcaya Argentaria, S.A. securities are listed


  • That the Bank's Balance Sheet provide, under Liabilities, an undisposable
    reserve equivalent to the sum of own shares calculated under Assets. This
    reserve must be maintained for as long as the shares are not sold or
    amortized.


  • That the stock purchased must be fully paid up.


  • That the purchase price will not be inferior to the nominal price nor
    exceed 20% of 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 respect the rules and
    customs of Securities Markets.


3.- It is authorised expressly that the shares purchased by the Bank or any of
its subsidiaries in use of this authorisation may be destined for delivery, in
whole or in part, to workers, employees or administrators of the Bank when there
exists an acknowledged right, either directly or as a result of exercising the
option rights of holders, as established in the final paragraph of Article 75,
Section 1, of the Spanish Companies Law (Ley de Sociedades Anonimas), introduced
by the Additional Provision 19 of Law 55/1999, December 29th, regarding fiscal,
administrative and corporate measures.


4.- Reduce the share capital in order to amortise such treasury stock as the
Bank may hold on its Balance Sheet, charging this to profits or free reserves
and for the amount which is appropriate or necessary at any time, to the maximum
number of own shares existing at any time.


5.- Delegate the Board, in accordance with Article 30 c) of the Corporate
Bylaws, to implement the above resolution to reduce share capital, either all at
once or on several successive occasions and within the maximum period of
eighteen months from the date of this General Meeting, undertaking such
procedures, processes and authorisations as necessary or as required by the
Spanish Companies Law (Ley de Sociedades Anonimas) and other applicable
provisions. Specifically, the Board is delegated, within the time and limits
established for the aforementioned execution, to establish the date or dates of
the specific capital reduction or reductions, their timeliness and
appropriateness, taking into account market conditions, listed price, the Bank's
economic and financial position, its cash position, reserves and corporate
evolution and any other factor relevant to the decision; specifying the amount
of the capital reduction; determining the destination of the sum of the
reduction, either to an undisposable reserve, or to freely available reserves,
providing the necessary guarantees and complying with legally established
requirements; adapting Article 5 of the Corporate Bylaws to reflect the new
figure for share capital; request the de-listings of the amortised stock and, in
general, adopt such agreements as necessary regarding this amortisation and
capital reduction, designating the people able to formalise these actions.




Seventh resolution.-




To re-elect Deloitte & Touche Espana, S.L. as Auditors for the Accounts of Banco
Bilbao Vizcaya Argentaria, S.A. and its Consolidated Financial BBVA Group. The
firm of Deloitte & Touche Espana, S.L. is domiciled in Madrid, at Calle Raimundo
Fernandez Villaverde, no 65 and its tax code is C.I.F. B-79104469, number
S0692 on the Official Registry of Auditors of Accounts in Spain, and entered in
the Madrid Mercantile Registry on volume 13.650, page number 188, section 8,
sheet M-54414.






Eight resolution.-




To ratify, under the same terms adopted by the Board of Directors in their
meeting held on 28th May 2002, the appointment of the shareholders, Mr. Roman
Knorr Borras, Mr. Ricardo Lacasa Suarez and Ms. Susana Rodriguez Vidarte, as
members of the Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A.





 1. To ratify, under the same terms adopted by the Board of Directors in their
    meeting held on 29th October 2002, the appointment of the shareholder, Mr.
    Richard C. Breeden, as member of the Board of Directors of Banco Bilbao
    Vizcaya Argentaria, S.A.


 2. In accordance with the provisions of article 36 of the Bylaws, to re-elect,
    the following current members of the Board of Directors in their respective
    conditions of member of the Board for a period of 5 years,: Mr. Jose Ignacio
    Goirigolzarri Tellaeche, of full age, Spanish national, married, domiciled
    at Paseo de la Castellana no 81 y con N.IF. no 14.909.223-W, Mr. Roman
    Knorr Borras, of full age, Spanish national, married, domiciled at Gran Via
    no 1, Bilbao, with tax identification number 16.184.205-W; Mr. Ricardo
    Lacasa Suarez, of full age, Spanish national, married, domiciled at Paseo de
    la Castellana no 81, Madrid, with tax identification number 16.938.384-B
    and Ms. Susana Rodriguez Vidarte, of full age, Spanish national, married,
    domiciled at Gran Via no 1, Bilbao, with tax identification number
    14.915.845-T.






Ninth resolution.-




To deposit, after meeting legally established requirements and procedures where
applicable, in the amount authorised by the Bank of Spain, reserves freely
disposable by Banco Bilbao Vizcaya Argentaria, S.A. to a special fund to cover
the costs resulting from early retirements and pre-retirements occurring during
2003. This will be done within the special plan the Board of Directors may
design, and in accordance with the authorisation that the Bank of Spain may
grant, in due time, to charge the costs ensuing on said plan against said
voluntary reserves.


Provided it is acceptable under the above-mentioned Bank of Spain authorisation,
all anticipated taxes ensuing on the constitution of the above-mentioned fund
shall be entered on the accounts simultaneously with the fund, posting them to
reserves.


Once the plan has been approved and authorised, the constitution of the
authorised fund must correspond exclusively to early retirements or
pre-retirements effectively formalised during 2003. It may not properly be used
for pension contingencies other than those mentioned.




Tenth resolution.-


To authorise the Board to formalise, interpret and implement previously adopted
resolutions as well as to correct, adjust, clarify and harmonise these
resolutions in line with the verbal and/or written opinion of the Mercantile
Registrar until their eventual inscription in the corresponding Registries, as
well as to delegate all or part of the aforementioned powers to the Board
Executive Committee and/or one or several members of the Board or agents of the
Bank, as the Board deems appropriate.


Authorize the Chairman, Mr. Francisco Gonzalez Rodriguez, the CEO, Mr. Jose
Ignacio Goirigolzarri Tellaeche, and the Secretary and Board Member, Mr. Jose
Maldonado Ramos, so that any one of them may undertake any acts and confer any
public or private documents as may be necessary or convenient for the
effectiveness of the aforementioned resolutions and to negotiate such
authorisations or procedures as may be required until the agreements are
formally recorded in the corresponding Public Registries.


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