AGM Statement

Banco Bilbao Vizcaya Argentaria SA
20 March 2006



Banco Bilbao Vizcaya Argentaria, S.A., pursuant to the provisions of article 82
of the Spanish Securities Market Act, proceeds by means of the present document
to notify the following:


                                     SIGNIFICANT EVENT


General Meeting of shareholders of BANCO BILBAO VIZCAYA ARGENTARIA, S.A. held on
                                 18 March 2006

                               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 2005, 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 proposed application of the 2005 earnings of Banco Bilbao
Vizcaya Argentaria, S.A., to the amount of 1,918,142,435.20 EUROS (one billion,
nine-hundred and eighteen million, one-hundred and forty-two thousand,
four-hundred and thirty-five euros, twenty cents), distributed in the following
manner:

The sum of 1,800,542,434.85 EUROS (one billion, eight-hundred million,
five-hundred and forty-two thousand, four-hundred and thirty-four euros,
eighty-five cents) shall be used to pay dividends, of which 1,169,843,954.85
EUROS (one billion, one-hundred and sixty-nine million, eight-hundred and
forty-three thousand, nine-hundred and fifty-four euros, eighty-five cents) have
already been paid out in the first, second and third interim dividends. Thus,
the remaining 630,698,480.00 EUROS (six-hundred and thirty million, six-hundred
and ninety-eight thousand, four-hundred and eighty euros, zero cents) shall be
used to settle the final dividend for 2005 of 0.186 EUROS (eighteen point six
euro-cents) per share, which shall be paid out to the shareholders on 10th April
2006.

The sum of 117,600,000.35 EUROS (one-hundred and seventeen million, six-hundred
thousand euros, thirty-five cents) for the provision of the bank's voluntary
reserves.

To resolve that the sums paid as interim dividends plus the sum destined to the
final dividend constitute the total amount of the dividend for the financial
year of 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 Banco Bilbao Vizcaya
Argentaria, S.A. during 2005.

4.-To authorise the chairman, Mr. Francisco Gonzalez Rodriguez, and the Company
Secretary and Director, Mr. Jose Maldonado Ramos, severally, to deposit the
annual accounts, management reports and auditors' reports for the bank and its
consolidated group, as well as to issue the certificates referred to in article
218 of the Companies Act (Ley de Sociedades Anonimas) and in article 366 of the
company registry regulations (Reglamento del Registro Mercantil).


Second resolution.-


2. 1.- To appoint Mr Tomas Alfaro Drake Spanish national of full age, married
and domiciled at Paseo de la Castellana no 81, Madrid for such purpose, with
Spanish Tax I.D. no 16.218.822 G to sit on the board of directors for the
five-year term stipulated in the bylaws.

2.2.- Pursuant to article 36 of the company bylaws, to re-elect Mr Juan Carlos
Alvarez Mezquiriz, Spanish national of full age, married and domiciled at Paseo
de la Castellana no 81, Madrid for such purpose, with Spanish Tax I.D. no.
14.955.512 S to sit on the board of directors for a five-year term.

2.3.- Pursuant to article 36 of the company bylaws, to re-elect Mr. Carlos
Loring Martinez de Irujo, Spanish national of full age, married and domiciled at
Paseo de la Castellana, no 81, Madrid for such purpose, with Spanish Tax I.D.
no. 1.357.930 X to sit on the board of directors for a five-year term.

2.4.- Ms. Susana Rodriguez Vidarte, Spanish national of full age, married and
domiciled at Paseo de la Castellana no 81, Madrid for such purpose, with Spanish
Tax I.D. no. 14.915.845 T. to sit on the board of directors for a five-year
term.

In compliance with paragraph 2 of article 34 of the company bylaws, to determine
the number of directors to be what it is at this moment, pursuant to the
resolutions passed under this agenda item. This will be reported to the AGM for
due process.

Third resolution.-


Authorise the board of directors such that, subject to applicable legal
provisions and after obtaining due authorisations, it may, in the maximum legal
term of five years, on one or several occasions, issue directly or through
subsidiaries fully secured by the bank, any type of debt instruments, documented
in obligations, bonds of any kind, promissory notes, any kind of warrants or any
other fixedincome securities, totally or partially exchangeable for shares that
this company or another company have already issued, in euros or any other
currency, that may be subscribed in cash or kind, nominative or bearer, senior
or secured with any kind of guarantee, including a mortgage bond, with or
without incorporation of rights to the securities (warrants), subordinate or
not, for an open or closed time period, to a maximum value of ONE HUNDRED AND
FIVE BILLION EUROS (€105,000,000,000).

To annul, insofar as it remains unused, the authorisation conferred at the
company's Annual Shareholders Meeting, 28th February 2004, under item three of
its agenda, whose total value was increased under AGM resolution, 26th February
2005, while the part that has already been drawn down remains in force.

Likewise, to authorise the board of directors 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, par value of
each certificate, its representation in single or multiple certificates or 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
securities issued on the exchanges and by 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 Companies Act (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 chief operating officer or any other director or proxy of the
bank.


Fourth resolution.-

1.- Repealing the resolution adopted at the Annual General Meeting, 26th
February 2005, under its agenda item four, insofar as it was not executed, to
authorise the company such that, directly or through any of its subsidiaries,
over a maximum period of eighteen months as of the date of this present AGM, it
may purchase Banco Bilbao Vizcaya Argentaria, S.A. shares at any time and on as
many occasions as it considers appropriate, by any means permitted under law,
including charging them to the year's earnings and/or unrestricted reserves, as
well as to dispose of them or redeem them at a later date, all in compliance
with article 75 and others of the Companies Act.

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 at any time exceed five
    per cent of the share capital of Banco Bilbao Vizcaya Argentaria, S.A.,
    always respecting the limitations established for the purchase of treasury
    stock by the regulatory authorities governing the markets on which Banco
    Bilbao Vizcaya Argentaria, S.A. securities are listed.

  • The company's balance sheet liabilities shall include provision for a
    restricted reserve equivalent to the sum of own shares calculated under its
    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 or 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 respect the rules and
    accepted practices of securities markets.

3.- Express authorisation is given for stock purchased by the bank or any of its
subsidiaries under this authorisation to be wholly or partly assigned to
workers, employees or directors of the bank when they have an acknowledged
right, either directly or as a result of exercising any option rights they may
hold, as established in the final paragraph of article 75, section 1 of the
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 free reserves and for
the amount which is appropriate or necessary at any time, to the maximum value
of the treasury stock existing at any time.

5.- To authorise the board, in accordance with article 30 c) of the company
bylaws, to execute 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 AGM, undertaking such procedures, arrangements and
authorisations as necessary or as required by the Companies Act and other
applicable provisions. Specifically, the board is authorised, within the time
and limits established for the afore-mentioned 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 performance and any other
factor relevant to the decision; to specify the amount of the capital reduction;
determine whether to book the sum of the reduction to a restricted or
unrestricted reserve, providing the necessary guarantees and complying with
legally established requirements; adapt article 5 of the company bylaws to
reflect the new figure for share capital; request de-listings of redeemed stock
and, in general, adopt any resolutions necessary to be able to redeem or reduce
capital as resolved, designating the people able to formalise these actions.

Fifth resolution.-

To re-elect Deloitte, S.L. as auditors for the accounts of Banco Bilbao Vizcaya
Argentaria, S.A. and its Consolidated Financial BBVA Group. The firm is
domiciled in Madrid, at Plaza Pablo Ruiz Picasso, 1 - Torre Picasso and its tax
code is B-79104469; it is filed in the official Spanish registry of account
auditors and the Madrid company registry under volume 13,650, folio 188, section
8, sheet M-54414.

Sixth resolution.-

1.-     For the effects envisaged under article 130 and the Fourth Additional
Provision of the Companies Act and other applicable legislation, to approve a
long-term plan for remunerating members of the Banco Bilbao Vizcaya Argentaria
S.A. senior management with shares (hereinafter 'long-term share-delivery plan'
or the 'Plan') under the following basic terms and conditions:


 a. Description: The long-term share-delivery plan shall comprise the promise to
    deliver ordinary shares of Banco Bilbao Vizcaya Argentaria, S.A. to members
    of the senior management of the Banco Bilbao Vizcaya Argentaria, S.A. group
    (including executive directors and members of the BBVA management committee)
    on a pre-defined date and under the basic terms and conditions established
    below.

    This Plan is based on allocating a number of 'theoretical shares' to the
    beneficiaries as a function of the annual variable pay of each director over
    the preceding three years and their level of responsibility. This will
    provide a basis on which to calculate the BBVA shares that will be
    delivered, as applicable, when the Plan concludes.

    The specific number of BBVA shares to be delivered to each beneficiary of
    the Plan when it concludes, should the terms and conditions it establishes
    be met, shall equal the result of multiplying the number of 'theoretical
    shares' allocated by a coefficient of between 0 and 2, which will be
    calculated as a function of the spread between the bank's total
    shareholders' return (TSR) -gain in listed value plus dividends- during the
    term of the Plan and the TSR performance of 14 European peer banks.

    The following are the peer banks to be used as benchmarks:

    BNP Paribas, Societe Generale, Deutsche Bank, ABN Amro, Unicredito, San
    Paolo IMI, SCH, Credit Agricole, Barclays, HBOS plc, Lloyds TSB, The Royal
    Bank of Scotland, UBS and Credit Suisse.

 b. Beneficiaries: The long-term share-delivery plan is for members of the
    management team of the Banco Bilbao Vizcaya Argentaria, S.A. group
    (including executive directors and members of the BBVA Management Committee)
    as of 1st January 2006, excepting officers who have their own special reward
    plan. It is estimated initially that 1,780 people will be beneficiaries,
    although new beneficiaries may be enrolled under the Plan and others drop
    out of it whilst it is in force.

 c. Duration: The Plan will run for three years as of 1st January 2006 and will
    be settled in the first six months of 2009, although early settlement terms
    may be established in the ramifications of this resolution.

 d. Maximum number of Banco Bilbao Vizcaya Argentaria, S.A. shares included under
    the long-term share-delivery plan: The maximum number of Banco Bilbao
    Vizcaya Argentaria, S.A. shares included in the long-term share-delivery
    plan is 22 million ordinary shares, representing 0.65% of current Banco
    Bilbao Vizcaya Argentaria, S.A. share capital. Of these, a maximum of
    1,380,000 ordinary shares (representing 0.041% of the share capital) may be
    for executive directors and 3,500,000 ordinary shares (representing 0.103%
    of the share capital) may be for members of the Management Committee (other
    than executive directors).

 e. Coverage: The company may earmark the shares comprising its treasury stock
    now or in the future to cover the long-term share-delivery plan requirements
    or use another suitable system of funding it as the company may decide.

2.-     To authorise the board of directors, with express powers of
substitution, to implement, when and as it deems advisable, to arrange,
formalise and execute the long-term share-delivery plan, adopting such
resolutions and signing such public and/or private documents as many be
necessary or advisable for its full enforcement. The board also has powers to
correct, rectify, modify and add to the present resolution and, in particular,
by way of example, to do the following:


 a. Implement the long-term share-delivery plan when it deems it advisable and in
    the specific form it deems appropriate.

 b. Develop and establish the specific terms and conditions of the long-term
    share-delivery plan with respect to anything that is not envisaged under
    this resolution. These include, but are not limited to, the establishment of
    cases in which the long-term share-delivery plan would be paid out before
    term and declaration that the conditions have been met for such early
    settlement to be made.

 c. Draw up, sign and present such communications and additional documents as may
    be necessary or advisable to public and/or private bodies in order to
    implement and execute the long-term share-delivery plan, including, where
    necessary, the corresponding prospectuses.

 d. Take action and make statements or arrangements before public and/or private,
    Spanish and/or foreign institutions, bodies and/or registries in order to
    obtain due authorisation or verification for implementing and executing the
    long-term share-delivery plan.

 e. Negotiate, agree and sign counterparty and liquidity agreements with
    financial institutions that it freely designates under the terms and
    conditions it deems appropriate.

 f. Draw up and publish any announcements that may be necessary or advisable.

 g. Draw up, sign, grant and, where applicable, certify any kind of document
    relating to the long-term share-delivery plan.

 h. Adapt the contents of the plan to any circumstances or corporate operations
    that may arise during its term in order that the Plan prevail under the same
    terms and conditions. Said circumstances or operations may be related to
    BBVA or to the 14 benchmark banks mentioned in the description of the Plan.

 i. In general, to carry out whatever actions and/or sign whatever documents are
    necessary or appropriate for the validity, efficacy, implementation,
    development, execution and success of the long-term share-delivery plan and
    the resolutions adopted previously.

Seventh resolution.-

1.- To amend article 53 of the company bylaws in order to contemplate the
possibility of remunerating members of the board of directors through delivery
of shares, share options or remuneration indexed to the share price. Said
article would thus read as follows:

'Article 53. Application of earnings.

To calculate the disposable earnings, all overheads, interest payments,
perquisites and taxes shall be subtracted from the products obtained during the
year, as shall the amounts that must be allocated to provisions and
amortisation.

The resulting earnings, once the above-mentioned sums are subtracted, shall be
distributed in the following order:

a) Endowment to insurance-benefit reserves and funds, required by prevailing
legislation and, where applicable, to the minimum dividend mentioned under
article 13 of these bylaws.

b) A minimum of four percent of the paid-up capital, as shareholder dividend,
pursuant to article 130 of the Companies Act.

c) Four percent of the same to remunerate the services of the board of directors
and the executive committee, unless the board itself resolves to reduce this
percentage in years when it deems this to be appropriate. The resulting figure
shall be made available to the board of directors to distribute amongst its
members at the time and in the form and proportion that it determines. The
resulting amount may be paid in cash or, if the General Meeting so resolves
pursuant to the Companies Act, by delivery of shares, share options or
remuneration indexed to the share price.

This amount may only be taken out after the shareholders' right to the minimum
4% dividend mentioned above has been duly recognised.'

2.- The preceding amendment to the bylaws must first obtain such authorisation
as may be demandable under prevailing laws and/or regulations. The broadest,
most efficacious powers possible at law are hereby conferred on the board of
directors to obtain said authorisations and/or any others that may be required
to implement and execute 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.

Eighth resolution.-

1.- For the effects envisaged under article 130 and the Fourth Additional
Provision of the Companies Act and other applicable legislation, to approve a
remuneration system for the non-executive directors of Banco Bilbao Vizcaya
Argentaria S.A. based on deferred delivery of BBVA shares under the following
terms and conditions:


 a. Description: The deferred-delivery remuneration system comprises a yearly
    allocation of 'theoretical' BBVA shares to the bank's non-executive
    directors, as part of their remuneration. These shall be delivered, where
    applicable, on the date on which they cease to be directors on any grounds
    other than serious breach of duty.

    To such effect, each year the non-executive directors that the bank's board
    of directors designates as beneficiaries of this system will be allocated a
    number of 'theoretical shares'. This number will be equivalent in value to
    20% of the total remuneration paid to them during the previous year
    according to the closing prices of the BBVA stock during the sixty trading
    sessions prior to the dates of the respective General Meetings approving the
    financial statements corresponding to the years covered by the system.

    The deferred-delivery remuneration system will replace the current benefit
    scheme established by the bank's board of directors for non-executive
    directors in order for their remuneration to reflect expected shareholders'
    gains over the medium and long term.

    To such ends, in order to contribute to achieving this goal, current
    beneficiaries of the benefit scheme for the bank's non-executive directors
    may, at their choice, convert the worth of the expected entitlements
    recognised to them under said scheme into 'theoretical shares'. These would
    have the same effects as those established for the shares comprising the
    deferred-delivery share-remuneration system to which this resolution refers.
    The conversion will be made at €15.306 per share, ie, the average closing
    price of BBVA stock over sixty trading days prior to the date on which the
    board of directors convened this AGM.

    In this manner, the BBVA shares from this remuneration system plus, where
    applicable, the conversion of the amounts from the directors' benefit
    scheme, shall be delivered solely and exclusively at the time when they
    cease to be directors to the beneficiaries (or in the event of death, to
    their heirs) under the terms and conditions established herein.

 b. Beneficiaries: The deferred-delivery remuneration system is addressed to
    non-executive directors of Banco Bilbao Vizcaya Argentaria S.A. whom the
    board of directors designates beneficiaries of said system at any time.

 c. Duration: The deferred-delivery remuneration system shall last for five
    years, although partial settlements may be made as a consequence of any of
    its beneficiaries ceasing to be directors, under the terms and conditions
    established in part a) above. The remuneration system may nonetheless be
    extended should a future AGM so resolve.

 d. Number of shares: The maximum number of Banco Bilbao Vizcaya Argentaria S.A.
    shares included to date within the deferred-delivery remuneration system for
    non-executive directors to cover these five years, is 400,000 ordinary
    shares, representing 0.01% of Banco Bilbao Vizcaya Argentaria share capital
    on the date of this resolution.

 e. Coverage: The company may earmark shares comprising its treasury stock now or
    in the future to cover the deferred-delivery remuneration system
    requirements or use another suitable system of funding it as the company
    decides at any time.

2- To authorise the company's board of directors, with express powers of
substitution, to develop, formalise and arrange the execution of this
deferred-delivery share-remuneration system, adopting such resolutions as may be
necessary for this. In particular, by way of example, this authorisation would
cover the following:


 a. Implement the delayed-delivery remuneration system, and designate its
    beneficiaries at any time and determine the number of 'theoretical shares'
    to be allocated to each of them under the terms and conditions hereof.

 b. Develop and establish the specific terms and conditions of the
    deferred-delivery remuneration system with respect to anything that is not
    envisaged under this resolution.

 c. Authorise the granting of counterparty and liquidity agreements with the
    financial institutions that it freely designates under the terms and
    conditions it deems appropriate.

 d. Adapt the above-mentioned remuneration system to the company's circumstances
    or operations at any time whilst it is in force should some event occur
    that, in its opinion, could have a significant impact on the basic
    conditions and objectives initially established.

Ninth 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 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.

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WARNING: The English version is only a translation of the original in Spanish
for information purposes. In case of a discrepancy, the Spanish original
prevails.

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