AGM Statement

Banco Bilbao Vizcaya Argentaria SA
13 February 2003

DRAFT RESOLUTIONS UNDER AGENDA ITEM ONE OF THE ORDINARY GENERAL SHAREHOLDERS
MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD ON 1st MARCH 2003.



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).



DRAFT RESOLUTIONS UNDER AGENDA ITEM FORTH OF THE ORDINARY GENERAL SHAREHOLDERS
MEETING OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. TO BE HELD ON 1st MARCH 2003.



1.- Modification article 31 of Bylaws. The text proposed is:

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.- Modification article 34 of Bylaws. The text proposed is:

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.- Modification article 48 of Bylaws. The text proposed is:

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.'



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