Capital Increase

Banco Bilbao Vizcaya Argentaria SA
03 December 2002



                              OTHER COMMUNICATIONS

BBVA reports that, as a stockholder of 50% of the capital of the Peruvian
company Holding Continental S.A., it has proceeded on 26 November 2002 to
subscribe to a capital increase in said company for a value of 10 million USD.
This capital increase is to be earmarked for financing the offer for the
acquisition of shares in Banco Continental, for the purpose of acquiring the
stock that is does not hold itself (143,713,997 shares) at a price of 1.59 soles
per share. On 27 November 2002, Holding Continental S.A. submitted this
operation to the Lima Stock Exchange and reported it as a 'Significant Event' to
the National Commission for Supervising Companies and Securities of said city.

The purchase transactions are to be performed in the Rueda de Bolsa de Valores
(Stock Exchange Circle) in Lima as of the date of notification to said Exchange
and until 13 December 2002 inclusive.

                                                               December 3rd 2002

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                        SIGNIFICANT EVENT COMMUNICATION

'BBVA, S.A.', pursuant to the provisions of section 82 of the Securities Market
Act, hereby announces the following


                                   SIGNIFICANT EVENT

The Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A., at its meeting
held on 22 November 2002 in Barcelona, adopted the following resolutions:


  • To amend point Six of the Rules of Corporate Governance of Banco Bilbao
    Vizcaya Argentaria, S.A., which were approved by its Board of Directors and
    reported as a significant event to the supervisory bodies, on 28 June 2002,
    which point Six is to read as follows:


                The qualification of the persons proposed to be appointed as
                members of the entity's Board of Directors, which is the
                responsibility of the General Shareholders' Meeting or the Board
                of Directors, in case of a vacancy, shall be evaluated by a
                Committee of the Board consisting solely of Independent
                Directors, considering the personal and professional conditions
                of the candidate, as well as the needs which the company's
                governing bodies may have from time to time.


  • To approve the Director's Statute of the Banco Bilbao Vizcaya Argentaria,
    S.A., herein attached.

  • To create the Committee for Appointments and Remunerations which shall
    have as President and members the same as those who are currently designated
    as members of the Committee for Remunerations, including one further
    Director to said Committee, Mr Jaume Tomas.

                                   Charter of

                Banco bilbao Vizcaya Argentaria, S.A. directors



The Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A., in its meeting
of 28th June 2002, approved some Principles of Corporate Governance as
guidelines for the structure and operation of its corporate bodies in the
interest of the Company and its shareholders.

As the Charter of the Bank Directors is an essential part of the rules for the
Corporate Governance System, the current Charter needs to be reformulated to
adapt to the BBVA's new Principles of Corporate Governance.




        I.     COMPOSITION OF THE BOARD

        The number of Directors sitting on the Board shall fall within the
        limits established by the Bylaws and the resolutions passed by the
        Company's General Shareholders' Meeting, although it should not be more
        than eighteen, according to the BBVA Principles of Corporate Governance.

        The Directors may be executive or non-executive Directors. Executive
        Directors are those with general powers to represent the Company
        delegated to them on a permanent basis.

        The Board shall be composed such that at least two thirds of its members
        at any one time be independent Directors, i.e. non-executive Directors
        who are not in any of the following situations:


      • Are shareholders in the Company, or have been appointed because of a
        special relationship with any of its shareholder, when the shareholding,
        in either of these cases, is more than three percent of the shares with
        voting rights.

      • Organisations entitled to a seat on the Board of the Bank or the
        individuals they may have appointed as their representatives.

      • Have been executive Director, or a member of the Top Management of the
        Company, or executive Director, or a member of the Top Management of the
        Auditing Firm which is or has been auditing the Company, until three
        years have elapsed since this situation ceased.

      • Have a material relationship with the Company, either directly or as
        partners, shareholders, executives or employees of any other persons or
        companies that, in turn, have a material relationship with the Company,
        which might undermine their independence.

      • Have a family relationship with any of the individuals mentioned
        above, or be in other circumstances that the Board of Directors may deem
        to impair their independence.


        Independent Directors shall be in a majority on the Bank's Executive
        Committee, and only independent Directors can be members of the Audit
        Committee and the Nominating and Compensation Committee for the Board of
        Directors.

        The Chair of the Board shall be Chairman of the Company and,
        consequently, the Chief Executive Officer of the Bank, and is entitled
        not just to the attributes established in the Corporate Bylaws, but
        also, by delegation from the Board, to all the powers inherent to such
        position with which to exercise effective management of the Company.



        II.     APPOINTMENT OF DIRECTORS

        Members of the Board of Directors are appointed by the General
        Shareholders' Meeting, without prejudice to the Board's power to co-opt
        Directors in the event of a vacancy.

        In either case, the persons proposed for appointment as Directors must
        meet the requirements established in the prevailing legal provisions, in
        the specific regulations applicable to financial institutions, and in
        the corporate Bylaws.

        The qualifications of the persons proposed for appointment as members of
        the Board of Directors shall be assessed by the Nominating and
        Compensation Committee with due reference to the candidates' personal
        and professional attributes, as well as the needs of the Company's
        governing bodies at any time. The Nominating and Compensation Committee
        shall inform the Board of the opinion it has issued in this respect.



        III.     RE-ELECTION OF DIRECTORS

        When proposals for re-electing Directors are made, the Bank's Board of
        Directors will evaluate the performance of directorship duties of
        Directors proposed for a further term, their dedication, and such other
        circumstances as may make it advisable to re-elect them or not.

        The Board shall discuss and vote resolutions on such matters in the
        absence of Directors proposed for re-election. If such Directors are
        present at the meeting, they should leave it.



        IV.     TERM OF DIRECTORSHIPS

        Directors shall retire from their directorships at the age of seventy,
        and the Chairman, as Chief Executive Officer, shall retire at the age of
        65, continuing to sit on the Board as Director. Their respective
        resignations should be instrumented in the first session of the Bank's
        Board of Directors to be held after the General Shareholders Meeting
        that approves the accounts for the year in which they reach said age.

        The executive Directors of the Bank will retire from their executive
        posts at the age of 62, following the same timing rules as established
        in the above paragraph. When, for this or any other reasons, they cease
        to be executive Directors, they should place their membership of the
        Bank's Board of Directors at the disposal of said Board, which may agree
        that they should continue to be Directors notwithstanding.

        Non-executive Directors shall cease to be members of the different Board
        Committees three years after they are appointed, although the Board of
        Directors may decide to re-elect them.



        V.     PERFORMANCE OF DIRECTORS' DUTIES

        The members of the Bank's Board of Directors shall carry out the duties
        inherent to their post on the Board and on the Board Committees on which
        they sit, according to the Law, the Corporate Bylaws, the Bank's rules
        on Corporate Governance, and the resolutions adopted in this respect by
        the Company's administrative organs.

        The Director shall be obliged to attend the meetings of the Corporate
        Bodies and the Board Committees, unless able to show due cause,
        participating in deliberations, discussions and debates that arise on
        the matters put before them.

        They shall act according to established practice, and as a function of
        their respective duties on the Board of Directors and its Committees,
        and in the exercise of the powers expressly delegated to them by the
        Company's administrative bodies, especially in their relations with the
        Bank's customers, managers and employees.

        The Directors shall have sufficient information to be able to form
        criteria regarding the issues related to the corporate organs of the
        Bank. The information shall be furnished as far in advance as required
        in each case.

        The exercise of their right to information shall be channelled through
        the Chairman or Secretary of the Board of Directors, who shall attend to
        applications directly facilitating the information or establishing
        suitable information flows within the organisation, unless the operating
        rules for the Board's Committees have established a specific procedure
        for the case.

        Directors may propose to the Board of Directors that external experts,
        not directly involved in the Bank, be brought in on matters submitted to
        their consideration, whose special complexity or importance they deem to
        require such help, without prejudice to the provisions in the operating
        rules for the Board's Committees on such matters, or to any necessary
        additional training for adequate exercise of their duties.



        VI.     CONFIDENTIALITY

        The deliberations of the corporate organs are secret. Consequently,
        Directors shall keep secret the deliberations of the Board and the
        Committees on which they sit, and all information to which they may have
        access in the exercise of their post, which they shall use exclusively
        in pursuit of their duties and shall look after with due diligence.

        The obligation of confidentiality shall remain in force even after they
        have ceased to hold the post.



        VII.     ETHICS AND STANDARDS OF BEHAVIOUR

        Directors shall behave ethically in their activities, in keeping with
        the normative requirements applicable to those who pursue directorship
        duties in mercantile companies, and more particularly financial
        institutions, in good faith, and according to the principles
        constituting the values of the BBVA Group.

        In this Charter, this means the regulation of such conflicts as may
        arise between the interests of the Directors and/or their family
        members, and the interests of the Bank and its Group, as well as of the
        instances of incompatibility preventing them from exercising their
        duties as Directors, amongst other aspects.



        VIII.     CONFLICTS OF INTEREST

        Directors shall abstain from attending and taking part in cases from
        which a conflict of interest with the Company may ensue.

        They shall not be present in the deliberations of the corporate organs
        they sit on when these relate to affairs in which they may have a direct
        or indirect interest; which may affect their family members, customers
        or companies in which they are directors, managers or employees or hold
        a significant stake; or when dealing with issues that may affect
        competitors of companies in which they hold a directorship or a
        management post or a significant stake.

        Likewise, Directors may not directly or indirectly carry out personal,
        professional or commercial transactions with the Company or its
        subsidiaries, other than habitual banking relations, unless these are
        subject to procurement procedures of guaranteed transparency, with
        competitive bidding and at market prices.

        Directors shall also abstain from having a direct or indirect stake in
        businesses or companies in which the Bank or its subsidiaries have a
        holding, unless it predates their joining the Board or the Bank or its
        subsidiaries' taking out the holding, or the companies are listed on
        domestic or international stock markets, or the stake is authorised by
        the Board of Directors.

        Directors may not use their position in the Company to obtain material
        advantage, nor take advantage of any business opportunities that they
        may get to know of in pursuit of their activity as Director of the Bank,
        whether to their own direct or indirect profit, or to that of their
        family members, of customers or of companies in which they are
        directors, managers or employees, or have a significant stake, unless
        said opportunity had previously been offered to the Company, which
        refrained from exploiting it and the Board of Directors has given
        authorisation for it to be taken up.

        In all cases, Directors' actions shall be subject to the applicable
        provisions of the BBVA Group's Code of Conduct relating to Stock Market
        operations, and to the legal provisions and internal instructions that
        may be applicable when asking for credit, bonds and warrants from the
        financial institutions that make up the BBVA Group.



        IX.     INCOMPATIBILITIES

        In pursuit of their duties, Directors shall be subject to the regime of
        incompatibilities established under applicable regulations at any time,
        and in particular those contained in Spanish Law 31/1968, 27th July, on
        the Incompatibilities for High-Level Management in Private Banking (Ley
        sobre Incompatibilidades de Altos Cargos de la Banca privada).

        Directors may not provide professional services, or be employee, manager
        or director in companies competing with the Bank or any of the companies
        of its Group except in those cases expressly authorised by the Board of
        Directors, unless such services or involvement pre-date the Directors'
        joining the Board of the Bank and they have duly reported them when
        joining.

        Nor may Directors of the Bank hold directorships in any of the companies
        in which the Bank or any of its subsidiaries hold shares.

        Exceptionally, an executive Director may pursue directorships, by
        appointment of the Bank, in companies directly or indirectly controlled
        by the Bank, with the approval of the Executive Committee, and in any of
        the companies in which the Bank or any of its subsidiaries hold shares,
        with the approval of the Board of Directors. Outgoing Directors shall be
        obliged to present their resignation from such posts they hold in fully
        or partly owned subsidiaries by reason of their BBVA directorship.

        Non executive Directors may hold directorships in companies in which the
        Bank or any of its subsidiaries hold shares, with the prior approval of
        the Board of Directors, provided that the directorship does not derive
        from the BBVA Group's holding shares in that company. To such effect,
        shares held by the Bank or any of its subsidiaries in any company in the
        course of normal business activities (fund management, treasury, hedging
        or similar transactions) will not be taken into consideration.

        Likewise, Directors may not hold political posts or carry out any
        activities that may transcend into the public realm, or in any way
        affect the image of the Company, unless they have prior authorisation
        from the Board of Directors of the Bank.



        X.     RESIGNATION OF DIRECTORS

        Directors shall leave their post on expiry of the term for which they
        were appointed, unless they are re-elected.

        Likewise, Directors shall place their post at the disposal of the Board
        of Directors and accept whatever decision the Board may adopt regarding
        whether or not they should continue as a member. Should the Board decide
        that they should not, they are obliged to formally present their
        resignation in the following cases:


      • Should they fall into any of the categories entailing incompatibility
        or proscription stipulated in the prevailing regulations, in the Bylaws
        or in the Charter of Directors.

      • Should significant changes take place in their professional situation
        or in the character by virtue of which they were appointed Directors.

      • Should they be in serious breach of their duties as Directors.

      • Should events for which the Director, acting as such, may be
        responsible have occasioned serious damage to the Company's assets, or
        should they lose the commercial and professional honourability necessary
        to hold a directorship in the Bank.




        XI.     COMPENSATION

        The remuneration of Board members shall be governed by the provisions of
        the Bylaws, distinguishing the payment to which Board members are
        entitled as Directors from that to which executive Directors are
        entitled for carrying out their specific duties. Both kinds of payment
        shall be determined according to the Board of Directors' resolutions,
        where not previously established under the Bank Bylaws, and in
        accordance with the powers of the Nominating and Compensation Committee.

        The remuneration of Board members shall be linked to the
        responsibilities of, the time required by and the incompatibilities
        inherent to the post that they hold on the Board of Directors and its
        Committees. Payment of said remuneration shall be compatible, within the
        framework established in the Bylaws, with the remuneration to which
        executive Directors are entitled for carrying out their duties in the
        Company, unless the Board of Directors resolves otherwise.

        The Board may also establish exceptions to the application of said
        criteria of payment when it deems circumstances so to require.



        XII.     SYSTEM OF SECURITY BENEFITS

        Members of the Bank's Board of Directors shall be entitled to a system
        of security benefits to cover severance, retirement or death. It shall
        be established by the Board of Directors, with such conditions and
        exceptions as the Board may decide, independently of the system to which
        executive Directors are entitled.

        Directors shall also be entitled to sickness benefits under a medical
        insurance policy, with such cover as the Board may determine. This may
        be extended to family members, and accident insurance may also be
        provided.

        They shall also be entitled to be reimbursed for the expenses they incur
        in pursuit of their duties as Directors, under the conditions determined
        by the Bank's Board of Directors.



        XIII.     LIABILITY COVER

        The Bank shall insure, through a civil liability policy underwritten by
        an insurance company, against liabilities that Directors may incur in
        pursuit of their duties. The policy shall cover in advance all expenses
        (including legal fees), bonds and services that may ensue from any
        civil, criminal or administrative proceedings initiated against Bank
        Directors. The Bank shall ensure that the cover remains in force even
        after Directors have left their posts.

        In all cases, the Bank shall relieve Directors from any claim that
        Directors may incur in the legitimate pursuit of their duties.



        XIV.     INCOMPATIBILITY AFTER SEVERANCE

        Directors who cease to belong to the Bank's Board of Directors may not
        provide services to any other financial institution competing with the
        bank or any of its subsidiaries for two years after leaving the Board,
        unless the Board should expressly authorise them to do so. This
        authorisation may be denied on the ground of the Company's best
        interest.



----------------------------------DISCLAIMER------------------------------------

This document is an English translation of the Spanish original. In the event of
any doubt, the Spanish original shall prevail.


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