Increase in Share Capital etc

Banco Bilbao Vizcaya Argentaria SA
17 April 2000


RESOLUTIONS OF THE BOARD OF DIRECTORS AGREEMENT
DATED APRIL 17, 2000 TO REGARDING INCREASE OF CAPITAL


FIRST - Execution of the First Increase of Capital

The Board of Directors, exercising the authority granted in virtue of Article
153.1.a) of the Corporate Law Text amended by the General Shareholders Meeting
held on April 17, 2000, agrees to carry out the agreement for an increase in
share capital of Banco Bilbao Vizcaya Argentaria, S.A (hereafter 'BBVA') by
one-hundred four million (104.000.000) euros, adopted by the General
Shareholders at their Meeting held on April 17, 2000, through the issuance
two-hundred million (200.000.000) of ordinary shares, each having a nominal
value of 52 cents (0.52)euros.

Alternatively, if upon the date that the capital increase agreement takes
effect, the agreement to decrease capital adopted by the abovementioned General
Meeting, consistent in reducing the nominal value of stocks from fifty-two
(0.52) cents euros to forty-nine (0.49) cents euros had been registered with the
Government Registry of Commercial Concerns, the increase of capital agreed upon
will total ninety-eight million (98.000.000) euros, which the General Meeting
also agreed, through the issue of two-hundred million (200.000.000) in ordinary
shares with a nominal value of 49 cents (0.49) euros.

If the increase in capital is not entirely subscribed for within the time period
set for subscription, the capital will increase the total amount of
subscriptions issued. In both cases, as of the time of inscription in the
Registry of notes on account, the stocks issued are of the same series and have
the same rights as those currently in circulation.

Consequentially, they will have the right to receive dividends distributed after
the date of inscription, however they will not have the right to the dividends
on account for the fiscal year 2000 paid prior to the date of inscription.

However, they will not have the right to receive dividends distributed that are
financed under share profits for the fiscal year 1999.

New stocks will be represented by account entries.

In accordance with that set forth by the General Shareholders at their Meeting
held on April 17, 2000, excluding the pre-emptive stock right of BBVA
Shareholders, stocks subject to the increase in capital shall be offered to the
public, thereby following the customary procedure for public offers for stock
value subscriptions.


SECOND - Execution of the second increase of capital

The Board of Directors, exercising the authority granted in virtue of Article
153.1.a) of T.R of the LSA by the General Shareholders Meeting held on April 17,
2000 agrees to carry out the agreement for an increase in the share capital of
Banco Bilbao Vizcaya Argentaria, S.A. of ten million four-hundred thousand
(10.400.000) euros, issuing 20.000.000 in ordinary shares, each with a nominal
value of fifty-two (0.52) euros.

Alternatively, if upon the date that the capital increase agreement takes
effect, the agreement to decrease capital adopted by the abovementioned General
Meeting, consistent in reducing the nominal value of stocks from fifty-two
(0.52) cents euros to forty-nine (0.49) cents euros had been registered with the
Government Registry of Commercial Concerns, the increase of capital agreed upon
will total nine million eight-hundred thousand (9.800.000) euros, which the
General Meeting also agreed, through the issue of two-hundred million in
ordinary shares with a nominal value of 49 cents (0.49) euros.

In both cases, the execution of any aforementioned increase in capital is
determined by the subscription and disbursement of the increase in capital
referred to in the First Agreement cited above.


THIRDLY - Delegation for carrying out the previous agreements.

It is delegate in the Standing Committee of the Board of Directors the faculty
for carrying out the previous agreements.




PROPOSAL AGREEMENT TO THE BOARD OF DIRECTORS DATED 17TH APRIL, 2000 REGARDING
REDUCTION OF CAPITAL

'The Board was made aware that the General Meeting of shareholders held today
agreed to reduce the social capital of the resulting values by reducing three
(3) hundredths of a euro (equivalent to approximately 5 pesetas) the nominal
value of the shares in circulation at the date of its execution, the nominal of
shares remaining fixed, currently at fifty-two (52) hundredths of a euro, in
forty-nine (49) hundredths of a euro, with the purpose of returning
contributions to the shareholders, delegating at the Board of Directors the
decision concerning the total definitive amount of reduction of social capital
taking into account the number of existing shares at the date of execution, as
well as adapting the wording of article 5(o) concerning the Social Statutes to
the aforementioned reduction, assigning the indisposable reserve to that which
article 167.3(o) of the Law of Limited Companies refers, and to complete the
procedures and authorisations, as well as contributing to public or private
documents up to its inscription in the corresponding Public Registers.

Taking into account that today, the number of shares issued totals some two
thousand nine hundred and thirty million five hundred and ninety eight thousand
and sixty-two (2.930.598.062) shares, the Board of Directors adopts the
following agreements:

FIRSTLY - To reduce the social capital of the Banco Bilbao Vizcaya Argentaria,
S.A by eighty-seven million nine hundred and seventeen thousand nine hundred and
forty one euros and eighty-six hundredths of a euro (87.917.941,86) with the new
social capital of the Bank remaining fixed at 1.435.993.050,38 euros,
represented by 2.930.598.062 shares at a nominal value of 0.49 euros per share,
with the date of 24th April, 2000 being the date of execution of the reduction.

The tax on Capital Resource Transfers and Legal Acts documented corresponding to
this operation, will be deduced from this quantity, the necessary negotiations
for its payment being entrusted to the society.

SECONDLY - To form, in agreement with article 167-3(o) of the Limited Company
Law, a special reserve of which it will only be possible to dispose of the same
requirements as for the reduction of capital, for the value of eighty-seven
million nine hundred and seventeen thousand and forty-one euros and eighty-six
hundredths of a euro (87.917.941,86).


THIRDLY - To modify the wording of article 5(o) regarding the Social Statutes,
which will read as follows:

'Article 5(o) - Value of the social capital

The social capital of the Bank is ONE THOUSAND FOUR HUNDRED AND THIRTY-FIVE
MILLION NINE HUNDRED AND NINETY THREE THOUSAND AND FIFTY EUROS WITH THIRTY EIGHT
HUNDREDTHS OF A EURO (1.435.993.050,38), represented by TWO THOUSAND NINE
HUNDRED AND THIRTY MILLION FIVE HUNDRED AND NINETY EIGHT THOUSAND AND SIXTY-TWO
(2.930.598.062) shares of FORTY-NINE (49) HUNDREDTHS OF A EURO each one of
nominal value, all of which are of the same series and type, totally subscribed
and paid for.'

FOURTHLY - To authorise Presidents D. Emilio de Ybarra and Churruca and D.
Francisco Gonzalez Rodriguez, Vice-president and Managing Director D. Pedro Luis
Uriarte Santamarina, Board Secretary D. Jose Maldonado Ramos, and Council
Advisor of the Board and General Manager D. Mario Fernandez Pelaz, so that any
of them, with only their signature, may intervene in any of the public or
private documents to the inscription of the previous agreements in the
corresponding Public Registers, allowing them to rectify, clarify, specify or
complete those agreements or any writings and documents which may be granted in
the completion of those documents, and any omissions, defects or errors, be they
in terms of form of foundation which may restrict the access to these agreements
and their consequences to the Commercial Register or any other Public Registers.

At the same time to authorise D. Jose Fonollosa Garcia, D. Jose Antonio Alvarez
Alvarez, D. Rafael Varela Martinez, D. Domingo Garcia Valerio and Dna. Josune
Basabe Puntox in order that each one of them may complete and request any
transactions and authorisations in relation to the operation of the reduction of
capital and in relation to the negotiation of shares with the new nominal value,
signing to the effect any brochures or public or private documents and giving
any guarantees which may be required by the administrative authorities.'