New Organizational Structure

Banco Bilbao Vizcaya Argentaria SA
9 April 2001

Document Dated 6 April 2001

                       BBVA RENEWS ITS ORGANIZATIONAL
                          STRUCTURE TO MAXIMIZE
                            ITS GLOBAL FOCUS

- The Board  of  Directors of BBVA approves a leaner structure to the           
  management teams of the Group, once successfully concluded the integration    
  process

- Three General Global Management areas for the Group are created and will
  comprise, in conjunction  with the Chairmen and the Vice Chairman,            
  Chief Executive Officer a Group Committee that is strategic in nature

- The Management Committee increases to 21 members

- Against the backdrop of the Board's intention to strengthen and renew the     
  capabilities of the executive team of BBVA, 27 senior managers will pre-retire
  (4 are from the Management Committee) and a similar number of Spanish and     
  Latin American executives are incorporated


The Board of Directors of BBVA have approved a leaner structure of the Group
geared to adapting the teams to its global plan.  This reorganization,  proposed
by the Chairmen Emilio Ybarra and Francisco Gonzalez,  is realized following the
successful end to the integration process, which was finalized in record time.

The new organizational structure, which is effective immediately, affects the
management units structure as well as the executives that comprise them.  This
new structure seeks to facilitate the attainment of the ambitious targets
delineated within the CRE@ project,  the business plan for the three-year period
2000-2002.

As a result, the business units structure that report to the Vice-Chairman and 
Chief Executive Officer are strengthened.  Three General Global Management 
areas for the Group (Retail Banking, Wholesale Banking and Channels) are 
created and Jose Ignacio Goirigolzarri, Javier Echenique y Jose Antonio
Fernandez Rivero will spearhead these units,  respectively. 

As disclosed in the organizational chart, Global Retail Banking will encompass 
Retail Banking in Spain, Banks in America,  BBVA Bancomer, Pensions, Private
Banking and E-Banking.

Global Wholesale Banking will comprise Global Investment Banking (which absorbs
all the operations executed by BBVA Worldwide), Global Corporate Banking (also
on a global basis), Middle-market Banking, Institutional Banking, Asset
Management, Europe, Insurance, and E-Business (and the coordination of all
activity in this field) and,  finally the Industrial Group and Real Estate
activities for BBVA.

In the General Global Management area denominated Channels, the following 
business areas will be integrated: Human Resources and Quality Management, 
Development of Management Directives,  Systems, Organization, Operations, 
Systems America, the Transform@ Plan,  Efficiency and cost management, Buildings
and Safety for the Group, and Loan default management. This general business
unit's mission is to provide support and additional tools to the other areas
within the BBVA Group.

In addition to these three General Global Management areas that will report to
the Vice Chairmen and Chief Executive Officer of BBVA, Risk Management, 
Corporate Expansion, and Business Development (CRE@ Project) areas will also
report to the CEO.

The following areas will report to the Chairmen: Corporate Secretary,
Legal Affairs, Financial Management, Audit and Management Controls, Corporate
Communications, Research and Publications, Compliance, Institutional Relations
and Office of Chairmen.

Group Committee

BBVA has created the 'Group Committee' in its quest to refresh the
organizational structure which, will be led by the Chairmen,  Emilio Ybarra and
Francisco Gonzalez and will compose of the Vice Chairman and Chief Executive 
Officer, Pedro Luis Uriarte and the three General Managers of the Group, Javier
Echenique, Jose Antonio Fernandez Rivero and Jose Ignacio Goirigolzarri.  This
Committee will focus on the general supervision and analysis of all of the
Group's activities and its agreement with corporate strategy.

In tandem with the objective of strengthening the Management Committee, this
committee will represent the main business areas and functions of the BBVA
Group and the Chairmen are at the helm of this unit, under the direction of the
Vice Chairman and Chief Executive Officer. Annex III encapsulates the  members
of the Group Committee and the Management Committee.

With these measures the BBVA Group seeks to capitalize on the managerial
capabilities of its team (once the integration period is finalized) to attain
the transformation and expansion objectives set forth within the Cre@ Project.

In accordance with the aforementioned objective, it is deemed convenient to
undergo an important renewal and strengthening process within the senior
managerial levels. In this vein, 27 senior managers are pre-retired (among these
4 are part of the Management Committee) and, prominent directors from Spain and
Latin America will now form part of the senior managerial ranks.

BBVA would like to recognize those members which are now pre-retired for their
outstanding contribution to the Group and their brilliant professional careers,
and in particular Luis Bastida, Jose Luis Carranza, Jose Ramon Guerediaga  y
Gonzalo Terreros, whom until now were members of BBVA's Management Committee.

In addition to the appointments inferred from the previous changes, BBVA has 
decided to appoint other managers which will affect various units on a national
and international basis. Annex IV indicates these changes.

These measures make possible a renewed senior managerial structure,  a sensible 
and streamlined structure which, once finalized the integration process is 
deemed necessary as well as a refreshed managerial team.

The development of all the mentioned changes, and all subsequent and inferred 
changes presupposes a profound organizational change which will take place with 
strong coordination between those that are transferred and those that are
appointed. In this vein, although these changes are effective immediately the
various functions will continue as those have been done until now to guarantee a
fast and organized transfer process of the responsibilities by the new
appointees.

BBVA pushes ahead with these very important changes to the organizational   
structure which is now fully consolidated.  Additionally,  the managerial,
support, control, and supervisory roles are  substantially reinforced for a
speedy and adjusted decision making process  and  a broader expansion and
globalization of the  Group.  The merger between BBV and Argentaria is thus
finalized.


 GROUP SUPERVISION COMMITTEE                                   ANNEX III

6 members:

 - Chairmen
 - Vice-Chairman & Chief Executive Officer.
 - Group General Manager (Retail Banking)
 - Group General Manager (Wholesale Banking)
 - Group General Manager (Operating Resources)

MANAGEMENT COMMITTEE

21 members:                                                                     
 
 - The 6 members of the Group Committee - D.G.. European Banking
 - D.G. Retail Banking - Spain          - D.G. Industrial Group and Real Estate.
 - D.G. Banking in America              - D.G. Human Resources
 - D.G. BBVA Bancomer                   - D.G. Top Management Human Resources
 - D.G. Global Investment Banking       - D.G. Risk Management
 - D.G. Global Corporate Banking        - D.G. Finance
 - D.G. Middle Markets Banking          - D.G. Legal Affairs
 - D.G. Asset Management                - D.G. General Secretary

OTHER COMMITTEES
of the Delegate Counsel  - E-Business Committee 


ANNEX IV

                    SENIOR MANAGEMENT APPOINTMENTS

GENERAL MANAGERS

Angel Cano
Julio Lopez

GENERAL AREA MANAGERS
         
Juan Asua
Jose Maria Ayala
Jaime Carceller
Vitalino Nafria
Regina Planiol
Juan Carlos Zorrilla
Jose Ignacio Sanchez Asiain

JOINT GENERAL MANAGERS

Jose Barreiro
Jose Antonio Colomer
Jose Luis Picaza

ASSISTANT GENERAL MANAGERS
         
Juan Ignacio Apoita
Ignacio Bonasa
Luisa Gomez Bravo
Segundo Huarte
Pedro Ricondo
Jose Manuel Tamayo

         
OTHER SIGNIFICANT FUNCTIONAL CHANGES

AREA/FUNCTION                            APPOINTEE

BBVA Banco Ganadero                      Luis Juango
BBVA Banco Provincial                    Carlos Pla
BBVA Brasil                              Jose Vicente Esparza
Andorra                                  Xabier Viladegut
Finanzia                                 Jose Manuel Oliver
BBVA Bolsa                               Juan Ignacio Acha-Orbea
Institutional Banking                    Vicente de la Parra
D.G. Madrid                              Jose Ramon Rey
D.T. Barcelona Metropolitana             Ignacio Bonasa
D.R Empresas Barcelona                   Fernando Ferreres
BBVA Francia                             Juan Ignacio Apoita
BBVA Jersey                              Ignacio Eguiluz
International Financial Institutions     Pedro Rodriguez Tamayo
Real Estate Areas                        Jesus Garcia de Ponga