AGM Statement

Banco Bilbao Vizcaya Argentaria SA
28 February 2004

                       GENERAL MEETING OF SHAREHOLDERS OF

                     BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

                            HELD ON 28 FEBRUARY 2004



                               RESOLUTIONS PASSED




First resolution.-



1.- To approve, in accordance with the terms of the legal documentation, the
Annual Accounts (Balance Sheet, Income Statement and the Annual Report) plus the
Management Report of Banco Bilbao Vizcaya Argentaria, S.A. corresponding to the
year ending 31st December 2003, as well as the Annual Accounts (Balance Sheet,
Income Statement and Annual Report) and Management Report for the consolidated
BBVA Group corresponding to the same financial year.



2.- To approve the application of the 2003 earnings of Banco Bilbao Vizcaya
Argentaria, S.A., to the amount of 1,460,336,920.95 EUROS (one billion,
four-hundred and sixty million, three-hundred and thirty-six thousand,
nine-hundred and twenty euros, ninety-five cents), distributed in the following
manner:



-        The sum of 1,249,437,184.51 EUROS (one billion, two-hundred and
forty-nine million, four-hundred and thirty-seven thousand, one-hundred and
eighty-four euros, fifty-on cents) shall be used to pay dividends, of which
862,880,051.61 EUROS (eight-hundred and sixty-two million, eight-hundred and
eighty thousand, fifty-one euros, sixty-one cents) have already been paid out in
the first, second and third interim dividends to the 2003 account. Thus, the
remaining 386,557,132.90 EUROS (three-hundred and eighty-six million,
five-hundred and fifty-seven thousand, one-hundred and thirty-two euros, ninety
cents) shall be used to settle the equalising dividend for 2003 of 0.114 EUROS
(one-hundred and fourteen thousandths of a euro) per share, which shall be paid
out to the shareholders on 10th April 2004.



-       The sum of 210,899,736.44 EUROS (two-hundred and ten million, eight
hundred and ninety-nine thousand, seven-hundred and thirty-six euros forty-four
cents) shall be used for the provision of the Bank's voluntary reserves.



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



3.- To approve the management of the Board of Directors of the Banco Bilbao
Vizcaya Argentaria, S.A. in 2003.



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 Registry Regulations (Reglamento del Registro
Mercantil).





Second resolution.-



The GSM shall be informed of the use of authority to increase share capital
conferred to the Board of Directors by the Company's GSM, 9th March 2002, under
Agenda Item Third, on the basis of reports drawn up to such end by the directors
and the auditor of accounts appointed by the Mercantile Registry. It is proposed
the following resolutions be adopted:



1.-    To annul, insofar as unused, the resolution adopted by the GSM, 9th March
2003, under Agenda Item Three, authorising the Board of Directors to increase
the share capital.



2.-    To confer on the Board of Directors the authority to increase the Share
Capital, within the legal period of five years. This increase may be effected on
one or several occasions, to the amount it decides, up to a maximum of 50% of
the Bank's Share Capital on the date of this authorisation, by issuing new
ordinary, privileged or of any other kind of shares permitted by Law, including
redeemable shares, up to the legal limit, with or without premium, with or
without vote. The Board of Directors shall be able to establish the terms and
conditions of the capital issue, amongst others, determining the nominal value
of the shares to be issued, payable in cash; the characteristics of the shares
and any possible privileges they confer; the attribution of redemption rights
and their conditions, as well as the exercise of such rights by the Company.



To confer on the Board of Directors the authority to exclude the right of
preferential subscription regarding share issues that are made under authority,
when the circumstances envisaged in art. 159.2 and similar in the Spanish
Companies Act occur. The nominal value of the shares to be issued shall always
correspond with the fair price of the shares and be justified on the grounds of
corporate interests, in compliance with legal requirements. Also, the authority
to issue convertible bonds with a fixed conversion ratio and, should their
holders be affected by the exclusion of the preferential subscription right, to
establish a formula to adjust this ratio to offset possible dilution of the
amount of the conversion rights.



Likewise, to empower the Board of Directors to freely offer shares not
subscribed within the preferential subscription deadline(s), to establish that,
in the event of incomplete subscription of capital, the capital shall be
increased by the amount of the subscriptions effected, in accordance with
article 161.1 of the Spanish Companies Act, and to re-write article 5 of the
Company Bylaws.



All this, in accordance with any provisions of laws and bylaws that may be
applicable at any time, and conditional on obtaining necessary authorisations.



3.-    To apply for shares 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 foreign securities exchanges on which the Bank's
shares are listed at the time of implementing each capital increase. This may
require compliance with the applicable regulations, to which effect the
company's Board of Directors is authorised, with express powers of substitution
by the Executive Committee and/or one or several of the company's Directors or
authorised officers, to issue such documents and take such steps as may be
necessary therefor, including any action, statement or arrangement before the
competent authorities of the United States of America for accepting shares
represented by American Depositary Shares (ADSs) 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 be subject to existing standards or
standards that may be laid down in the future regarding securities exchanges,
and especially regarding trading, official listings and delistings.



4.-    Likewise, to authorise the Board of Directors, in compliance with article
141 of the Spanish Companies Law (Ley de Sociedades Anonimas), to pass on to the
Executive Committee the powers delegated to it by the Shareholders Meeting
regarding the earlier resolutions, with express authority for substitution by
the Chairman of the Board, the COO or any other Director or proxy of the Bank.



Third resolution.-



Annulling, insofar as unused, the authorisation conferred by the BBVA General
Shareholders Meeting of 9th March 2002 under agenda item Four, to authorise the
Board of Directors to issue, conditional on compliance with applicable legal
provisions and obtaining due permits, in the maximum legal period of five years,
on one or several occasions, directly or through subsidiary nominee companies
with full bank guarantee, all kinds of debt instruments, documented by
obligations, bonds of any kind, promissory notes, debentures of any kind,
warrants totally or partially exchangeable for shares already issued in the
Company or any other company, or payable by differences, or any other
fixed-yield nominal or bearer securities, in euros or other currency, that may
be subscribed in cash or in kind, simple or with any kind of guarantee,
including a mortgage guarantee, with or without the incorporation of rights
(warrants), subordinate or not, for a fixed or open tenor, totally or partially
exchangeable for shares already issued in the Company or any other company, to a
maximum sum of SEVENTY ONE BILLION, SEVEN HUNDRED AND FIFTY MILLION
(71,750,000,000) EUROS.



Likewise, to authorise the Board of Directors to establish and determine, in the
manner it deems proper, the other conditions inherent to the issue, with regard
to the interest rate (fixed, floating or indexed), issue price, par value of
each certificate, its representation in simple or multiple certificates or by
book entries, form and date of redemption,  and any other aspects related to the
issue. Also, to authorise the Board of Directors to request listing of the
securities issued on the Official Commodities 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.



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





Fourth resolution.-



1.- To amend article 24 of the Company Bylaws in order to adapt them to the new
article 106 of the Spanish Companies Act (Ley de Sociedades Anonimas), such that
article 24 of the Bylaws will read as follows:



'Article 24. Proxy at the GSM.



Any shareholders entitled to attend may be represented at the GSM by another
shareholder, using the delegation form established by the Company for any GSM
the data of which will be included on the attendance form. No shareholder may be
represented at the GSM by more than one representative.



Likewise, authorisation may only be conferred by means of remote communication
that comply with the requirements established by Law.



Proxies conferred by holders in trust or in agency may be rejected.



2.- To amend article 29 of the Company Bylaws in order to adapt them to the new
article 112 of the Spanish Companies Act (Ley de Sociedades Anonimas), such that
article 29 of the Bylaws will read as follows:



'Article 29. Shareholders' right to information



Until the seventh day before the GSM is to be held, shareholders may ask the
Board of Directors about matters covered by the Agenda, requesting any
information or clarification from it that they deem necessary, or formulate in
writing any questions they deem pertinent. Shareholders may also request
information or clarification or formulate questions in writing regarding
information accessible to the public that the Company may have furnished to the
CNMV since the last GSM was held.



The Directors are obliged to facilitate the information requested according to
the provisions of the previous paragraph, in writing, until the day on which the
GSM is held.



During the GSM, Company shareholders may verbally request any information or
clarification they deem advisable regarding matters covered on the Agenda.
Should it not be possible to satisfy the shareholders request there and then,
the Directors are obliged to facilitate the information in writing, within seven
days after the end of the GSM.



The Directors are obliged to provide the information requested under this
Article, except when the Chairman deems that making the information public is
detrimental to the Company's best interests, in accordance with the Regulations
on the GSM.



Information may not be denied when the request is supported by shareholders
representing at least one fourth of the share capital.'





3.- To amend article 31 of the Company Bylaws in order to adapt them to the new
article 105.4 of the Spanish Companies Act (Ley de Sociedades Anonimas), such
that article 31 of the Bylaws will read as follows:



'Article 31. Adopting resolutions

In the ordinary and extraordinary GSMs, resolutions shall be adopted with the
majorities required under the Spanish Companies Act.



Each shareholder attending the GSM shall have one vote for each action owned or
represented, whether or not paid up.



However, shareholders who have not paid the amount due on any call shall not be
entitled to vote. This limitation shall only refer to the shares called but not
paid up, or shares without voting rights.



Shareholders may delegate or exercise their voting rights on proposals regarding
Agenda items for any kind of GSM by post, e-mail or any other remote means of
communication, provided the voter's identity is duly guaranteed.





4.- To amend Article 34 of the Corporate Bylaws in order to adjust the maximum
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 sixteen, elected by the General Shareholders Meeting, with the
exception contained in article 37 of these Bylaws.



The GSM shall determine the exact number of Directorships, within the stipulated
limits.





5.- To amend article 35 of the Company Bylaws in order to eliminate the
requirements for directorships, such that article 35 of the Bylaws shall read as
follows:



'Article 35. Requirements for Directorships.



To sit on the Board of Directors requires members not to be affected by
circumstances of incompatibility or prohibition as defined by law.'





6.- To amend Article 37 of the Company Bylaws in order to make them coherent
with the amendment proposed to article 35, above, such that Article 37 of the
Bylaws will read as follows:



'Article 37. Vacancies.



If during the term for which they were appointed, seats fall vacant, the Board
of Directors may coopt people to fill them from amongst shareholders. Their
appointment shall be submitted to the first GSM held after the cooption.'





7.- To amend article 38 of the Company Bylaws in order to eliminate the
requirements for Chairmanship of the Board of Directors, such that article 38 of
the Bylaws will read as follows:



'Article 38. Chairman and Secretary of the Board.



The Board of Directors shall designate, from amongst its members, a Chairman to
chair the Board, and one or several Deputy Chairs. It shall also designate, from
amongst its members, the Chair and Deputy Chair for the Committees referred to
in section four below.



In the event of the Chairman's absence or impossibility to chair, the chair
duties shall be taken over by the deputy Chair. If there is more than one deputy
Chair, the order of priority shall be that fixed by the Board of Directors when
they were appointed and if this order was not established, by the oldest.



In the absence of a Deputy Chairman, the governing body shall be chaired by the
Director designated for such purpose by the Board of Directors.



The Board of Directors shall designate a Secretary from amongst its members,
unless it resolves to commend these duties to a non-Board-member. It may also
designate a Deputy Secretary, who will stand in for the Secretary in the case of
the Secretary's absence or impossibility. Otherwise, the Board of Directors
shall determine the substitute in each case.'





8.- To amend Article 45 of the Company Bylaws in order to eliminate the
requirements for sitting on the Executive Committee, such that article 45 of the
Bylaws will read as follows:



'Article 45. Creation and composition.

The Board of Directors, following a favourable vote of two-thirds of its members
and the corresponding entry in the Mercantile Registry, can appoint an Executive
Committee consisting of the directors it designates thereto. The Board shall
decide on the timing, manner and number of its members to be renewed.



The Executive Committee shall be chaired by the Chairman, who shall be
automatically be a member of the Committee, and in his/her defect or absence, by
the Deputy Chair(s) of the Board of Directors sitting on the Committee,
following the order established under Article 38 of these Bylaws, and otherwise
by the member of the Executive Committee that the Committee determines. The
Board of Directors shall designate a Secretary, who may be a non-Board member.
In his/her absence or defect, he/she shall be substituted by the person
designated by those attending the session.'





9.- The preceding amendments to the Bylaws must first obtain 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.-



ONE.-  In compliance with the provisions of new article 113 of the Law on
Securities Markets, introduced by Spanish Law 26/2003, 17th July, to approve the
specific regulations for the BBVA General Shareholders Meeting (GSM) in the
terms of the following text:



                REGULATIONS OF THE GENERAL SHAREHOLDERS MEETING

                     BANCO BILBAO VIZCAYA ARGENTARIA, S.A.



ARTICLE 1.        GENERAL SHAREHOLDERS MEETING


The General Shareholders Meeting (GSM) is the sovereign body of the Company and
its resolutions are binding on all shareholders.



ARTICLE 2.        TYPES OF GENERAL SHAREHOLDERS MEETINGS (GSMs)


GSMs may be ordinary or extraordinary.



The Ordinary General Shareholders Meeting must necessarily meet within the first
six months of each year. It will review corporate management, approve the
accounts for the previous year, should it see fit, resolve on the application of
profits and on any other business included on the agenda. It may do only do so
when the number of shareholders and the capital required in each case by law or
by its bylaws are present or duly represented.


Any other GSMs held by the company shall be considered Extraordinary General
Shareholders Meetings.



ARTICLE 3.        GSM POWERS



In accordance with the Law and the Corporate Bylaws, the GSM is empowered to:



i)                     Amend the Corporate Bylaws and confirm and rectify the
interpretation of said Bylaws by the Board of Directors.



ii)                      Determine the number of Directorships on the Board of
Directors; appoint and dismiss its members, and ratify and revoke the Board's
provisional appointments of members.



iii)                      Increase or reduce the share capital. Where it sees
fit, the GSM will confer authority to the Board of Directors powers to establish
the date(s) of said increase/decrease, within a maximum period, and in
accordance with the Spanish Companies Act. It shall specify who may make use of
the authority, in full or in part, or abstain from so doing, in light of
conditions in the market and the company, and of any event or fact of corporate
or financial importance that may make such decision advisable. The Board shall
inform the first GSM held after the deadline for increasing/reducing capital of
what it has done.



iv)                  Confer authority upon the Board of Directors to increase
share capital in accordance with article 153.1b) of the Spanish Companies Act.
When the GSM confers said authority, it may also empower the Board to exclude
preferential subscription rights in share issues covered by the authority, under
the terms and requirements established by Law.



v)                      Empower the Board of Directors to amend the nominal
value of shares representing the corporate capital, re-wording article 5 of the
Corporate Bylaws.



vi)                     Issue obligations, bonds or other analogous securities.
These may be simple, mortgage-based, convertible or exchangeable, at fixed or
variable interest rates, subscribable in cash or kind, or subject to any other
condition regarding their return or bundling, modality or characteristic. It may
also confer authority on the Board of Directors to make said issuances. When
convertible bonds are to be issued, the GSM shall approve the bases and
modalities of conversion and the increase of share capital to the amount
required to effect such conversion, in accordance with article 292 of the
Spanish Companies Act.



vii)                 Examine and approve the Annual Accounts, the proposed
application of profits and the Consolidated Accounts, where applicable, and
review the corporate management of each corresponding year.



viii)                    Appoint Auditors for the Accounts.



ix)                     Transform, merge, split or wind up the Company.



x)                      Resolve on any matter submitted to it by the Board of
Directors which, when it deems there to be relevant circumstances or events
affecting company, its shareholders or governing bodies, will be obliged to call
a GSM as soon as possible to deliberate and decide on any of the specific
resolutions included in this article that may be proposed to it. It is always
obligatory to call the GSM when exceptional or extraordinary circumstances
arise.



xi)                  Pronounce on any other matter reserved to the GSM by law or
under the Bylaws.






ARTICLE 4.        NOTICE OF MEETING


The GSM shall be convened at the initiative of and according to an agenda
determined by the Board of Directors. The Board must necessarily convene a GSM
when so requested by shareholders representing a minimum of five percent of the
share capital. Should the Board of Directors convene the GSM to be held within
the following thirty days as of the date on which required to do so by notarised
document, it shall make this circumstance known in the notice convening it,
which shall cover the matters that said notarised document puts forward as
grounds for holding the meeting.



ARTICLE 5.        NOTICE OF MEETING


Ordinary and Extraordinary GSMs must be convened by notices published by the
Board of Directors or its agents, in the Official Gazette of the Mercantile
Registry and in one of the highest-readership daily newspapers in the province
of its registered offices, at least fifteen days before the date established for
the meeting, except in cases where a longer term of notice is established.



The notice shall state on which date the GSM is to meet at first summons and all
the business it will deal with. It must contain all references stipulated under
the Spanish Companies Act. It must also state the date on which the GSM will be
held at second summons.


There must be at least twenty-four hours between the first and second summons.


The notice of meeting for the GSM shall state the shareholders' right, as of the
date of its publication, to immediately obtain at the registered offices, free
of charge, any proposed resolutions, reports and other documents required by Law
and by the Bylaws.



It shall also include necessary data regarding shareholder information services,
indicating telephone numbers, email addresses, offices and opening hours.



Documents relating to the GSM shall be hung on the Corporate Website, with
information on the agenda, the proposals from the Board of Directors, and any
relevant information shareholders may need to issue their vote.



Where applicable, information shall be provided on systems for following the GSM
from a remote location employing proper means of transmission, when so
established. Information on anything else considered useful or convenient for
the shareholders for such purposes shall be included.






ARTICLE 6. SHAREHOLDERS RIGHT TO INFORMATION PRIOR TO THE GSM


Until the seventh day before the date of the GSM, Shareholders may apply to the
directors for information or clarification, or formulate written questions
regarding matters covered in the agenda and information available to the public
that the Company may have furnished to the Comision Nacional del Mercado de
Valores (CNMV - the National Securities Market Committee) since the last GSM was
held. Once said period has expired, the Shareholders have the right to request
information, clarifications or ask questions during the GSM in the manner
established under Article 18 of these Regulations.


The information requested under this Article shall be provided to applicants in
writing, before the GSM is to be held, through the Shareholders Helpdesk, except
in the following cases:



(i)                   Should the request fail to comply with the requirements
regarding timing and scope determined by Law and in these Regulations.

(ii)                 Should the Chairman deem that making public the data
requested by shareholders representing at least 25% of the share capital could
damage the company's best interests.

(iii)                Should the applicant have proceeded in clear abuse of law.

(iv)                Should provisions of law or of the Bylaws or court or
government rulings so establish.



The right to information may be exercised through the Corporate Website, which
shall publish what lines of communication are open between the company and its
shareholders. In particular, it shall provide explanations pertinent to the
exercise of the shareholders' right to information. It shall indicate the postal
and email addresses to which shareholders may submit their requests and queries.





ARTICLE 7.        RIGHT OF ATTENDANCE


The GSMs may be attended by anyone owning the minimum number of shares
established in the Bylaws, providing that, five days before the date on which
the GSM is to be held, their ownership is recorded on the corresponding company
ledgers and they retain at least this same number of shares until the GSM is
actually held.


Holders of fewer shares may group together until achieving the required number,
appointing a proxy.


Given its high number of shareholders, the Company shall issue a GSM form for
access to the lieu of the GSM. The Bank shall furnish a badge to each
shareholder entitled to attend the GSM who applies for one. The badge shall
indicate the number of shares held by its bearer.  Applications may be sent to
the Shareholders Helpdesk (Oficina de Atencion al Accionista), over the Website
or be presented at any BBVA branch office.



The above notwithstanding, if holders of fewer shares than the Bylaws establish
for entitlement to attend wish to attend, they may apply for an invitation to
the GSM through the Shareholders Helpdesk, the Website or any BBVA branch. It
will be facilitated to them, after taking due account of inevitable space
constraints in the facilities where GSMs can be held and the very high number of
shareholders in the Company.



The Board of Directors shall attend the GSM. Executives, Managers and Staff
Officers of the Corporation and its associated undertakings may attend, as may
anyone authorised by the GSM Chairman, without prejudice to the GSM's right to
revoke such authority.


Nonetheless, the GSM can be validly constituted even if the Board of Directors
does not attend.



In order to accredit the shareholders and their proxies, persons entering the
building where the GSM is to be held may be asked to prove their identity by
presenting their National Identity Document or any other official document
generally accepted for such purposes.



Organisations (juridical persons) shall act through their legal proxy. Said
proxy must be duly accredited.





ARTICLE 8. DELEGATION OR EXERCISE OF VOTE BY MEANS OF REMOTE COMMUNICATION



In accordance with the Bylaws, shareholders may delegate or exercise their
voting rights on proposals regarding Agenda items for any kind of GSM by post,
e-mail or any other remote means of communication, provided the voter's identity
is duly guaranteed.



Shareholders issuing their vote remotely shall be deemed present when
establishing the GSM quorum.



Once the notice of meeting has been published, shareholders wishing to vote by
post may apply to the Company, through the Shareholders Helpdesk or any BBVA
branch, requesting it issue the proper document, in their name, for postal
voting. When completed in due time and according to instructions, this shall be
sent by certified post  to the Shareholders Helpdesk, against signed receipt, to
be processed and counted. Information regarding the exercise of the vote by mail
shall be published on the Company's Website.



In order to process postal votes, the Shareholders Helpdesk must receive them
more than 24 hours prior to the date on which the GSM is to be held at first
summons. Any votes arriving after this date shall not be counted.



E-mail voting shall follow procedures the Company establishes in compliance with
the Law and any regulations it may publish for such purpose, using technological
media available at any time. Shareholders shall be provided with information on
this over the Corporate Website.




ARTICLE 9.        PROXIES AT THE GSM


Any shareholders entitled to attend may be represented at the GSM by another
shareholder, using the proxy form established by the Company for any GSM. This
information will be displayed on the name-badge. A single shareholder may not be
represented at the GSM by more than one proxy.


Proxies to vote remotely shall be conferred authority in writing or by remote
means of communication in compliance with the requirements of article 105 in the
Spanish Companies Act, and other applicable legislation. Rights of proxy shall
be specific to each GSM.


Representation shall always be revocable. Should the shareholder represented
attend the GSM, his/her proxy shall be deemed null and void.



ARTICLE 10.         FORM OF PROXY


The form of proxy must always comply with the Spanish Companies Act and other
applicable provisions.



The form of proxy must contain or be attached to the agenda, and include request
for voting instructions indicating the general way in which the proxy shall vote
should no precise instructions be given.



When the directors send out a form of proxy, the voting rights corresponding to
the shares represented shall be exercised by the Chairman of the GSM, unless
otherwise indicated in the form. Shareholders giving no specific voting
instructions will be deemed to vote in favour of the proposals presented by the
Board of Directors at each GSM.


Should the directors or others send out a form of proxy, the director granted
said proxy may not exercise the voting rights corresponding to the shares
represented, on agenda items that may lead to a conflict of interests, and in no
event may the representative vote regarding the following resolutions:


-          Their appointment or ratification in a directorship.

-          Their dismissal, severance or resignation from a directorship.

-          Legal proceedings against the representative by the company.

-          Approval or ratification, where applicable, of company operations
with the director in question, companies said director may control or represent
or persons acting to his/her account.


In these cases, another director or a third party may be designated as
representative who is not affected by the conflict of interests.


The authority conferred may also cover items that the GSM deals with that were
not included on the agenda in the notice of meeting. In such event, the
provisions of the previous paragraph shall also apply.


Forms of proxy may also be sent out by e-mail in compliance with the prevailing
regulations at any time.





ARTICLE 11.        PLACE AND PROCEDURES


GSMs shall be held in the place where the Company offices are registered, in the
place and on the day established in the notice of meeting. Its sessions may be
extended over one or more consecutive days at the behest of the Board of
Directors or of shareholders representing at least one quarter of the capital
present at the GSM.



In the event of force majeure, the Board of Directors may decide to hold the GSM
somewhere else at the same location, provided it informs shareholders of this
with due publicity.



This information requirement will be satisfied with the publication of an
announcement in a national newpaper and on the Company Website, and by posting
announcements in the place initially established for holding the GSM.



In the event of force majeure, the Board of Directors may decide to transfer the
GSM elsewhere within the same locality, after it has commenced.



The meeting may be held in separate rooms provided there is audiovisual
equipment to permit the unity of the event through real-time interactivity and
intercommunication between the rooms. The right of all shareholders attending to
take part in the GSM and their entitlement to exercise the voting rights must be
duly guaranteed.




ARTICLE 12.        TEMPORARY SUSPENSION



Exceptionally, should an event occur that materially alters the proper order of
the GSM, or should other extraordinary circumstances arise preventing it from
unfolding normally, the GSM Chairman may agree to suspend it for such time as is
needed to re-establish suitable conditions.  Should the extraordinary
circumstances persist, a proposal will be made to re-adjourn the GSM the next
day in compliance with the previous article.





ARTICLE 13.         SECURITY


The GSMs shall be held in such fashion as to guarantee the shareholders'
participation and exercise of political rights. The Company shall take such
measures as deemed necessary to enforce proper order in conducting the GSM.



When each GSM is to be held, proper means of surveillance, protection and law
enforcement shall be established. These will include such entrance control and
identification systems as may be deemed suitable at any time in view of the
circumstances under which the sessions are held.




ARTICLE 14.         QUORUM


Ordinary and Extraordinary GSMs shall be validly constituted with the minimum
quorum, between shareholders present and represented, required by the Corporate
Bylaws and prevailing law at any time, according to the nature of the different
business included on the Agenda.



Should the capital necessary not be present or represented at first summons, the
GSM shall be held at second summons.





ARTICLE 15.        GSM CHAIRING COMMITEE


Having accredited sufficient quorum, the Chairing Committee will be constituted.
It will comprise the Chairman and Secretary of the GSM, who will be empowered to
enforce application of these Regulations and interpret them throughout the
sessions, in accordance with their spirit and aims.





ARTICLE 16.        GSM CHAIRMAN AND SECRETARY


The Chairman of the GSM shall be Chairman of the Board of Directors. When there
is no such or he/she is absent, the GSM shall be chaired by the Deputy Chairman.
Should there be various Deputy Chairs, the order established by the Board of
Directors on appointment shall be followed. Otherwise, seniority will prevail.
Should the above not be possible, the GSM will be chaired by the Director
appointed for such purposes by the Board of Directors.



The Secretary of the Board shall act as Secretary of the GSM. If no such exists
or he/she is absent, the Deputy Secretary will play this role. Should neither
post exist or be present, the Secretary of the GSM will be the person the Board
of Directors appoints to stand in for them.


The Chairman of the GSM shall declare whether or not the requirements for a
valid GSM are met and clarify queries, requests for clarification or complaints
that may arise regarding the list of participants, proxies and representations.
The Chairman shall also examine, accept or reject new proposals regarding
matters on the agenda, direct deliberations, systematising, ordering, limiting
and cutting short speakers. In general, the Chairman is empowered to do
everything necessary to best organise and run the GSM. This includes resolving
any incidents that may arise.




ARTICLE 17.        LIST OF PARTICIPANTS


A list shall then be drawn up of the shareholders at the GSM. The meeting shall
be informed of the total number of shareholders attending the GSM with voting
rights, the number of shareholders present and the number represented and the
number of shares and percentage of the share capital present and represented.



The list of those attending, which shall be attached to the minutes, shall be
drawn up with a computer file or media. The sealed cover of the software or hard
file shall be duly identified and certified by the Secretary with the written
approval of the Chairman.



Should shareholders and proxies arrive after the time established for the GSM to
commence, once the procedures for GSM badges and proxies have terminated, they
may follow the proceedings, either in the meeting room or in a side room.
However they will not be included on the official list of those attending or
eligible to vote.



Once the quorum is accredited, the Chairman shall declare the GSM validly
constituted at first or second summons, as applicable.





ARTICLE 18.       CONDUCTING THE GSM



The proposed resolutions filed by the Board of Directors shall then be read out,
unless the GSM deems this unnecessary.



Should the GSM be held in the presence of a Notary Public, the Secretary shall
give the Notary the corresponding proposed resolutions so that they are properly
set down in the minutes.



After the corporate speakers address the meeting in the order established by the
Chair, the floor will be opened to the shareholders to ask their questions,
request information or clarification regarding agenda items or formulate
proposals in the terms established by the Spanish Companies Act.



Shareholders wishing to speak shall identify themselves, indicating their
forename, surname and number of shares held or represented. Should they wish
their words to be included in or annexed to the minutes of the GSM, they must
deliver them in writing and duly signed to the Secretary of the GSM or the
Notary, as applicable, prior to taking the floor.



The floor will be opened in the fashion established by the Chairman who, in view
of circumstances, may determine the amount of time to be allotted to each
speaker. The Chairman shall try to ensure that the same time is allotted to
each. However, the Chairing Committee may:



i)                     Extend the time initially allotted to each shareholder to
speak, when the shareholder's intervention so merits.



ii)                   Request speakers to clarify or expand on questions they
have brought up that it does not deem to have been sufficiently explained, in
order to clearly discern the content and subject-matter of their proposals or
statements.



iii)                  Call speakers to order when they over-run time, or when
the proper conduct of the GSM may be jeopardised. It may also withdraw their
right to the floor.



Once the shareholders have had their say, they will be given answers. The
information or clarification requested shall be given by the Chairman or, where
applicable and at the Chairman's behest, by the President and Chief Operating
Officer, another Director or any other employee or expert in the matter. Should
it not be possible to satisfy the shareholders' right at the time, the
information shall be facilitated in writing within seven days after the GSM has
finished.



Directors are obliged to provide the information requested in the terms
expressed above, except in cases established under Article 6 of these
Regulations.



The above notwithstanding, the Chair, in pursuit of its duties, may order the
GSM to be run in the fashion it considers most proper. The Chair may modify the
established protocol as demanded by timing and organisational needs arising at
any time.





ARTICLE 19.        VOTING ON THE PROPOSED RESOLUTIONS



The meeting shall vote on the proposed resolutions for matters included on the
Agenda, following the indications of the Chairing Committee.



Should any other matter be brought up during the GSM that does not legally have
to be included on agenda and that must be voted, the meeting shall proceed in
the same fashion.



To facilitate the voting process, the Chairing Committee shall ask any
shareholders wishing their abstention, vote against or opposition to the
resolutions to be recorded, to declare this to the persons appointed by the
Chairing Committee for such purpose, indicating the procedures they must follow.



Should the minutes be notarised, the above-mentioned declarations shall be made
before the Notary.



In principle and although other systems may be used to count votes, the
procedure given below shall be followed:



The system of negative subtraction shall be used to counts votes on proposed
resolutions related to Agenda items: All shares present or represented shall be
deemed in favour of the motion, after subtracting votes corresponding to shares
whose holders or proxies declare themselves to be voting against it or
abstaining.



When voting on proposed resolutions not included on the agenda, the positive
subtraction method shall be followed. For such purposes, all shares present or
represented shall be deemed to vote against the motion, after subtracting votes
corresponding to shares whose holders or proxies declare themselves to be voting
for it or abstaining.







ARTICLE 20.        ADOPTING RESOLUTIONS



The resolutions shall be adopted with the majorities required under the Spanish
Companies Act and the Corporate Bylaws.



Shareholders attending the GSM shall have one vote for each share held or
represented, whether paid up or not. However, shareholders who have not paid the
amount due on any call shall not be entitled to vote. This limitation shall only
refer to the shares called but not paid up, or shares without voting rights.



To determine the outcome, votes emitted in the GSM minutes by shareholders and
proxies shall be counted along with those emitted by proxy as a consequence of a
public request for proxies under the terms of said proxy, and those emitted by
post or email or any other remote means of communication complying with the
requirements.



The Chair shall inform the shareholders whether or not the resolutions proposed
to the GSM have been approved when it has proof that there were sufficient votes
to reach the majorities required for each resolution.









ARTICLE 21.        CLOSURE



Once the outcome of the votes has been announced, the Chairman of the GSM may
deem the event to have concluded, adjourning the session.





ARTICLE 22.        MINUTES



The Board of Directors may resolve the appointment of a Notary Public to take
minutes for the session. The notarised minutes will be considered the official
minutes of the GSM without requiring approval by the meeting.



Otherwise, the Secretary of the GSM shall take the minutes, which will be
recorded in the Book of Summary Proceedings, which may be approved by the GSM at
the end of the meeting or else within 15 days by the Chairman of the GSM and two
Meeting Officers proposed by the GSM Panel, one representing the majority and
the other the minority. The minutes shall be signed by the Secretary with the
approval of the Chairman.





ARTICLE 23.        PUBLICISING THE RESOLUTIONS



Eligible resolutions may be lodged at the Mercantile Registry, without detriment
to any applicable legal provisions regarding the publicising of corporate
resolutions, on the date on which the GSM is held or the working day immediately
after said date. However, the Company shall also disclose the wording of
resolutions passed to the CNMV, reporting them as significant events. The
resolutions shall also be accessible on the Corporate Website.





ARTICLE 24.        SHAREHOLDERS HELPDESK



In order to facilitate communication with the shareholders and thus the proper
conduct of the GSMs, the Bank's Board of Directors shall maintain a permanent
Shareholder Helpdesk to channel requests for information, clarification or
queries and their answers, according to the terms of these Regulations. It shall
also deal with questions shareholders put to the Bank in relation to their
shareholding.





ARTICLE 25.         PUBLICITY



The Board of Directors shall adopt necessary measures to ensure the
dissemination of these regulations amongst its shareholders, once approved by
the GSM, by disclosing its content to the CNMV, lodging it with the Mercantile
Registry and publishing it on the Corporate Website.







ARTICLE 26.        INTERPRETATION AND AMENDMENT



These Regulations complete and develop the provisions of the Corporate Bylaws
concerning the GSM. The Board of Directors shall interpret them in consonance
with said Bylaws and prevailing legal provisions at any time.



The Board of Directors may propose amendments in these Regulations to the GSM
when it deems this necessary or in the company's best interest.





ARTICLE 27.        APPROVAL AND TERM



These Regulations shall come into force once approved by the Company's GSM,
disclosed to the CNMV and lodged at the Mercantile Registry.









TWO.- To inform the GSM that the Bank's Board of Directors, at its meeting of
3rd February 2004, approved its Regulations on the Internal Regime and Operating
Rules for the Board, in the terms established under new article 115 of the Law
of Securities Markets, introduced by Law 26/2003, 17th July.











Sixth resolution.-



To resolve to authorise the Board of Directors, which may in turn authorise the
Executive Committee with express powers of substitution, to request the listing
or de-listing of  Banco Bilbao Vizcaya Argentaria, S.A. shares  in circulation
at any time, before the competent bodies of such Securities Exchanges abroad
that it may deem advisable, carrying out the processes and actions and
presenting such documents as may be necessary to the competent bodies of the
Securities Exchanges abroad on which the Banco Bilbao Vizcaya Argentaria, S.A.
shares are listed or on which the Bank wishes them to be listed or de-listed. To
authorise the Board of Directors, which may in turn authorise the Executive
Committee with express powers of substitution, whenever the Board resolves to
execute this resolution, to make the corresponding requests, draw up and present
all pertinent documents under the terms deemed advisable and carry out any
actions that may be needed to such end.



Likewise, to authorise the Board of Directors, in compliance with article 141 of
the Spanish Companies Law (Ley de Sociedades Anonimas), to pass on to the
Executive Committee the powers delegated to it by the Shareholders Meeting
regarding the earlier resolutions,  with express authority for substitution by
the Chairman of the Board, the COO or any other Director or proxy of the Bank.





Seventh resolution.-



1.- Repealing the resolution adopted by the GSM, 1st March 2003 under Agenda
Item Six, insofar as it has not been exercised, to authorise the Bank to,
directly or via any of its subsidiaries, and during a maximum period of eighteen
months as of the date of this present Ordinary General Shareholders Meeting to
purchase at any time and on as many occasions as it considers appropriate, Banco
Bilbao Vizcaya Argentaria, S.A. shares, by any means permitted by law, including
charging them to the year's profits and/or unrestricted reserves, as well as to
dispose of them or redeem them at a later date, all in accordance with Article
2003 and others of the Spanish Companies Act (Ley de Sociedades Anonimas).



2.- To approve the limits or requirements of these acquisitions, 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 Banco Bilbao Vizcaya Argentaria, S.A. share capital, at all
times respecting the limitations established for the acquisition of treasury
stock by the regulatory authorities governing the Exchanges on which Banco
Bilbao Vizcaya Argentaria, S.A. securities are listed.



-          To provision an undisposable reserve under the Liabilities on the
Bank's Balance Sheet,  equivalent to the sum of the treasury stock calculated
under Assets. This reserve must be maintained until the shares are sold or
redeemed.



-          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 standards and
customs of Securities Markets.



3.- To authorise expressly that shares purchased by the Bank or any of its
subsidiaries in use of this authorisation may be earmarked, in whole or in part,
to workers, employees or directors of the Bank when an acknowledged right
exists, 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 Act.



4.- To reduce share capital in order to redeem such treasury stock as the Bank
may hold on its Balance Sheet, charging this to profits or unrestricted 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.- Authorise the Board, in accordance with Article 30 c) of the Company Bylaws,
to implement the above resolution to reduce share capital, either all at once or
on several 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 Act (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(s) of each capital reduction, its/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 restricted or unrestricted 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 redeemed stock and, in
general, adopt such agreements as necessary in order to be able to able to
redeem or reduce capital as resolved, designating the people empowered to
formalise these actions.







Eighth 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 lodged at
the Madrid Mercantile Registry under tome 13,650, folio 188, section 8, sheet
M-54414.





Ninth resolution.-



In compliance with article 36 of the Company Bylaws, to re-elect as members of
the Board of Directors, for a five-year term, the current Directors: Mr. Enrique
Medina Fernandez, Spanish national of full age, married and domiciled at Paseo
de la Castellana no 81, Madrid, with Spanish Tax I.D. no 15.706.476 and Mr.
Richard C. Breeden, American national of full age, married and domiciled at
Paseo de la Castellana no 81, Madrid, with USA passport no 159108704 and Mr.
Jose Maldonado Ramos, Spanish national of full age, married and domiciled at
Paseo de la Castellana no 81, Madrid, with Spanish Tax I.D. no 1.381.560 L.



To appoint as Members of the Banco Bilbao Vizcaya Argentaria, S.A. Board of
Directors for a five-year term: Mr. Jose Antonio Fernandez Rivero, Spanish
national of full age, married and domiciled at  Paseo de la Castellana, no 81,
Madrid, with Spanish Tax I.D.  10.776.014 P; and Mr. Carlos Loring Martinez de
Irujo, Spanish national of full age, married and domiciled at Paseo de la
Castellana, no 81, Madrid, with Spanish Tax I.D.  1.357.930 X.



Consequently and pursuant to Article 34 of the Company Bylaws, to determine that
there be sixteen directorships.





Tenth resolution.-



After complying, where applicable, with legally established requirements and
procedures, to transfer to a special fund unrestricted reserves of Banco Bilbao
Vizcaya Argentaria, S.A. to the amount authorised by the Bank of Spain, to cover
costs ensuing from cases of early retirement during 2004.  This transfer shall
be made in compliance with any authorisation from the Bank of Spain, in due
time, to charge the costs deriving herefrom against said unrestricted 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 authorised fund must be used
exclusively for early retirements or pre-retirements effectively formalised
during 2004. It may not properly be used for pension contingencies other than
those mentioned.







Eleventh resolution.-



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 General Shareholders Meeting. The Board or its substitute may establish,
complete, develop and amend the resolutions adopted by this GSM carrying out
such processes as may be necessary with the body governing the register of OTC
book entries, Bank of Spain, the Directorate General of the Treasury and
Financial Policy, the CNMV (Spanish Securities Market Commission) 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 Mercantile Registry
and any other authorities, government officers or competent institutions; (ii)
to draw up and publish the announcements required by law; (iii) to grant any
public or private documents deems necessary or advisable and (iv) to take such
steps as necessary or advisable to put the resolutions into effect, and in
particular, to have them lodged with the Mercantile Registry or other registries
where they should be entered.


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