Arrgmnt of Interests in Spain

Banco Bilbao Vizcaya Argentaria SA
29 December 2000

    BBVA Y AXA arrange their interests in Spain

-   BBVA sells it stake, 30% of holding AXA-Aurora, to the Grupo AXA, by an     
    amount of 34,180 million pesetas (205,43 million euros).

-   BBVA increases to the 50% it interest in Hilo Direct Seguros, that means an 
    investment of 1.259 million pesetas (7,57 million euros)

-   Hilo Direct Seguros is owned by BBVA y AXA with 50% each.

BBVA y AXA announce that AXA has bought the interest, 30%, owned by BBVA in
AXA-Aurora, by an amount of 34.180 million pesetas (205,43 million euros). So
after this transaction, AXA owns the 100% of AXA-Aurora, it Spanish holding.

At the same time BBVA buys 21,4% of Hilo Direct Seguros, by 1.259 million
pesetas (7,57 million euros). After this transaction, the capital stock of Hilo
Direct Seguros are owned by BBVA y AXA with 50% each.

Hilo Direct Seguros was set up in 1996 by the Groups BBVA and AXA for direct
sale, using marketing by phone and car assurance by Internet in the Spanish
market. Among their short term projects it is working in selling their products
through the BBVA network.

Both transactions are considered under the both Groups strategy for reorganize
their assurance interests in the Spanish market.

According the law in force, Banco Bilbao Vizcaya Argentaria, S.A. announces that
Telefonica Moviles, S.A. y BBVA E-Commerce, S.A. have proceeded to the execution
of the deed to set up the company that is going to deal with the project
movilpago. The capital stock of this company is 30,050,600 euros, and both
societies share the 50% each.