Offer for BNL

Banco Bilbao Vizcaya Argentaria SA
30 March 2005



NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR OTHER EXCLUDED STATES


Following yesterday's press releases, in which BBVA described the terms of its
public voluntary exchange offer  (the 'Offer') for the entire ordinary share
capital of Banca Nazionale del Lavoro S.p.A. ('BNL' or the 'Bank') and confirmed
the filing with CONSOB of a tender offer document, in accordance with art. 102
of Testo Unico dell'Intermediazione Finanziaria and art. 37 of Regolamento
CONSOB sugli emittenti, BBVA hereby discloses the synergies expected from the
implementation of its industrial  plan for BNL  and their impact on BBVA's
future earnings per share, elements supporting the strategic rationale of the
Offer.

The initiatives envisaged by BBVA's industrial plan with regards to BNL's retail
network aim at strengthening and increasing the effectiveness of such network
through the rationalisation of the territorial intermediate structure and the
implementation of more effective management processes. The integration of the
wholesale banking activities will generate significant economies of scale and
will benefit from the complementarity of BBVA and BNL in this area, leveraging
on the relationships built with the customer base. As a result of such
initiatives, pre-tax revenue synergies (net of restructuring costs) are expected
to reach €14 million in 2005, €71 million in 2006 and €89 million in 2007 (or
2.6% of the expected BNL's expected total income, based on selected analyst
estimates). Investments required to achieve such synergies are estimated at
approx. €135 million.

BBVA's industrial plan also envisages the continuation of the cost reduction
policies already started by BNL's current management. Initiatives in this area
will involve both the network personnel, which will be refocused also through
training and repositioning toward more service-oriented and front-office
activities, and, more importantly, the central and territorial intermediate
structures. The procurement of goods and services will be integrated within the
BBVA organisation, with an expected increase in purchasing power and a reduction
in costs. As a result of such initiatives, pre-tax cost savings are expected to
reach €46 million in 2005, €130 million in 2006 and €193 million in 2007 (or
10.2% of the expected operating costs, based on selected analyst estimates).
Investments required to achieve such synergies are estimated at approx. €255
million.

Finally, BBVA plans to share its systems, processes and expertise with BNL in
the areas of IT and risk management. With regards to risk management, BBVA's
plan envisages an optimisation of the processes through the restructuring of the
organisation and the introduction of new rules and procedures.  In particular,
BBVA will review the lending procedures to ensure a more thorough assessment and
a more rapid response to clients' loan requests. For this purpose, new
structures and procedures will be implemented at the network level, with new
scoring and rating tools. The new lending model is expected to reduce, once
fully implemented, the loan loss charge level to 0.39%, a level in line with the
0.29% currently achieved by BBVA in Spain.

In terms of the existing NPL portfolio, provisioning will be increased - within
the BBVA consolidated financials - by € 845 million, raising the coverage ratio
(calculated taking into account BNL provisions as well as the aforementioned €
845 million within the BBVA balance sheet) to around 90%.  The loan recovery
activity will be significantly reviewed to reflect BBVA's approach in the
markets where it is present, setting up a dedicated business unit with specific
expertise, training and incentive mechanisms as well as a new IT platform.

Total pre-tax synergies expected from the implementation of the business plan
amount to € 60 million in 2005, € 201 million in 2006 and € 282 million in 2007.

Based on BBVA EPS as per consensus IBES estimates, BNL EPS as per selected
analyst estimates and the synergies described above, the transaction is
estimated to be neutral on BBVA earnings per share in 2005 and accretive in 2006
and 2007 by 1.2% and 2.1% respectively.

Attached to this press release are the Presentation to the Analysts and the Note
for the Press.

All information needed by BNL shareholders in order to reach a decision on the
offer will be included in the Offering Document, which will be published once
the authorization by Consob is received.


Excluded markets

The Offer is exclusively promoted on the Italian market, the sole regulated
market on which the Shares are negotiated. The Offer is not being made and will
not be made in or into the United States and in any other State in which such
distribution is subject to restrictions or limitations pursuant to laws in force
in such states (the 'Excluded States'). Excluded States are without limitations
United States of America, Japan, Canada and Australia. This document, and any
and all materials related to the Offer, that the Issuer or the Offeror and any
other person interested in the Offer may issue, should not be sent or otherwise
distributed in or into the United States and in the Excluded States, whether by
use of the United States of the Excluded States mail or by any means or
instrumentality of United States or of the Excluded States interstate or foreign
commerce (including, but without limitation, the mail, facsimile transmission,
telex, telephone and the Internet) or any facility of a United States national
securities exchange or Excluded States, and the Offer cannot be accepted by any
such use, means or instrumentality, in or from within the United States or
Excluded States. Accordingly, copies of this document, the Offer Document and
any related materials are not being, and must not be, sent or otherwise
distributed in or into or from the United States and Excluded States or, in
their capacities as such, to custodians, trustees or nominees holding BNL Shares
for United States and Excluded States, and persons receiving any such documents
(including custodians, nominees and trustees) must not distribute or send them
in, into or from the United States and Excluded States.  Any purported
acceptance of the Offer resulting directly or indirectly from a violation of
these restrictions will be invalid.  No BNL Shares are being solicited from a
resident of the United States and Excluded States and, if sent in response by a
resident of the United States and Excluded States, will not be accepted.

This document is not an offer to sell, or the solicitation of an offer to buy,
securities in the United States and Excluded States. The BBVA Shares being
offered in exchange for BNL shares have not been and will not be registered
under the United States Securities Act of 1933 (the 'US Securities Act') or
under the securities laws of any state of the United States and Excluded States,
and are offered solely outside the United States and Excluded States in offshore
transactions in compliance with Regulation S under the US Securities Act.
Consequently, no BBVA Shares delivered in exchange for BNL Shares pursuant to
the Offer may be offered, sold or delivered directly or indirectly in the United
States and Excluded States, except pursuant to an exemption from registration


                                                                   30 March 2005


                                                                   PRESS RELEASE



                                 BBVA Launches
                             a Public Tender Offer
                               for 85.25% of BNL



•    The deal, valued at €6.469 billion, creates value starting the first year
     an is the natural sep for BBVA in Italy

•    BBVA is offering one share of BBVA for every five ordinary shares of BNL,
     representing a premium of 17% over BNL's last month's average share price

•    BNL is the sixth Italian bank in terms of credits and deposits and a
     great platfform for worth for BBVA.

BBVA announced yesterday its Board of Directors has approved the launch of a
public tender offer for 85.23% of Banca Nazionale del Lavoro SpA (BNL), with the
objective of increasing its ownership from the current 14.75% to 100%. BBVA is
offering one ordinary share of BBVA for every five ordinary shares of BNL,
valuing BNL at €2.52 per share, according to March 18th's stock price. The deal,
valued at €6.469 billion, representing a premium of 17% over BNL's last month's
average share price and 29% over the last six months.

With this offer, BBVA strengthens its presence in Italy, one of the most
attractive banking markets in Europe. BBVA has been present in Italy since 1998
as the main shareholder of BNL following its privatization. BNL represents an
excellent platform for BBVA to expand in the Italian market given its strong
brand name recognition and its growth potential.

The structure of the transaction (100% in stock) allows BNL's current
shareholders to participate in this project becoming shareholders of BBVA, one
of the most profitable banks in Europe with a leading franchise in high return
markets such as Spain and Latin America, and a solid track record of value
creation. Last year BBVA was the best performing European bank, with a 19.2%
rise.

The transaction is a natural step in BBVA's international expansion strategy,
and will contribute to diversify its sources of growth and geographical exposure
as well as to create value for its shareholders. With this offer, BBVA
consolidates its presence in the Italian market, where the bank sees substantial
potential for profitable growth.

The offer, in which Goldman Sachs, Merrill Lynch and Morgan Stanley are acting
as lead financial advisors has been communicated to the relevant Italian and
Spanish regulatory authorities and is subject to customary approvals. The offer
is also subject to BBVA General Shareholder Meeting approval of the needed
capital increase to issue new shares, to be offered as payment in the
transaction.

Once approved, a period of acceptance is opened for those BNL shareholders
willing to accept the offer. BBVA expects the transaction to be fully completed
by Q3 this year.


The completion of the offer is conditioned, among other things, to the
acceptance of the deal by a number of BNL shares that, added to BBVA's shares,
would represent more that 50% of the Authorized Ordinary Share Capital of BNL.


Following the tender offer, and subject to applicable regulatory requirements,
BBVA has the intention to delist BNL's shares from the Italian Stock Exchange.


Value creation

The transaction is expected to create value for BBVA shareholders and, in terms
of EPS, it will have a neutral impact in 2005 and a positive impact already in
2006. It also will allow to significantly accelerate BNL's expansion and it will
result in the realization of significant synergies, both in terms of income
(2.6%) and costs (10.2% of the expected operating costs for 2007). (1)

 The financing structure of the transaction (capital increase and share
exchange) will allow BBVA to preserve its capital ratios in today's levels. Once
the deal is closed, BNL's commercial banking business will represent up to 18%
of the Economic Capital of the new BBVA, depending on the level of acceptance.


A platform for growth

This transaction is the next natural step for BBVA in the Italian market and
fits with the banks strategic commitment to profitable growth and value
creation.

BBVA has been present in Italy since 1998 when it acquired 10% of BNL in the
context of its privatization. In 2001 BBVA increased its interest in BNL to
14.7%. Following a change in BNL's management team, the bank started
implementing a new business plan in 2003 focused on improving its commercial
effectiveness and efficiency. As part of that plan and in order to comply with
IAS rules, BNL undertook a €1,200 million capital increase in November 2004,
which BBVA fully subscribed.

Since 1998, BBVA has developed an in-depth knowledge of the Italian banking
system, which combined with its commercial and operational know-how, will allow
BBVA to develop its growth capacities and its efficiency levels.

With a GDP of US$ 1,678 billion and a population of more than 58 million, Italy
is the fourth largest economy in the EU. Italy is also one of the largest
banking markets in Europe and has a significant growth potential given:
      
  (i)     the low penetration of banking products relative to other EU countries 
          (87% of loans over GDP versus an average of 121% for EU15; and 14% of
          mortgages over GDP versus an average of 48% for EU15),

 (ii)     the high margins of banking products (2.56% net interest margin)

(iii)     the potential for efficiency improvements (65% efficiency ratio versus 
          54% in Spain) and

(iv)      the market fragmentation and ongoing consolidation process.

BNL is the sixth largest Italian bank both by loans and deposits, and enjoys a
strong brand awareness and image (4th Italian bank in top of mind and notoriety)
as well as a solid corporate banking franchise. The bank strategy is focused on
expanding its domestic retail and corporate franchise and is already yielding
positive results. Total retail and corporate loans grew 12.7% and 8.7%
respectively in 2004, supported by strong growth of new production in particular
in mortgages (26.7%) and personal lending (5.6%).

With this acquisition BBVA will become the seventh largest bank in Europe and
the third largest in the Eurozone by market capitalization, with total assets of
€390 billion as of December 2004 (proforma), and a diversified retail franchise
with a leading position in countries as Spain and Latin America and significant
growth prospects in Italy and the Hispanic market in the US. The Group has
recently started to operate in the US, focusing on the Hispanic market, with the
acquisitions of Valley Bank in California and Laredo National in Texas. BBVA had
6,848 branches (of which 3,375 in Spain) and 84,117 employees (of which 30,765
in Spain) as of December 2004.

All information needed by BNL shareholders in order to reach a decision on the
offer will be included in the Offering Document, which will be published once
the authorization by Consob is received.


Excluded markets

The Offer is exclusively promoted on the Italian market, the sole regulated
market on which the Shares are negotiated. The Offer is not being made and will
not be made in or into the United States and in any other State in which such
distribution is subject to restrictions or limitations pursuant to laws in force
in such states (the 'Excluded States'). Excluded States are without limitations
United States of America, Japan, Canada and Australia. This document, and any
and all materials related to the Offer, that the Issuer or the Offeror and any
other person interested in the Offer may issue, should not be sent or otherwise
distributed in or into the United States and in the Excluded States, whether by
use of the United States of the Excluded States mail or by any means or
instrumentality of United States or of the Excluded States interstate or foreign
commerce (including, but without limitation, the mail, facsimile transmission,
telex, telephone and the Internet) or any facility of a United States national
securities exchange or Excluded States, and the Offer cannot be accepted by any
such use, means or instrumentality, in or from within the United States or
Excluded States. Accordingly, copies of this document, the Offer Document and
any related materials are not being, and must not be, sent or otherwise
distributed in or into or from the United States and Excluded States or, in
their capacities as such, to custodians, trustees or nominees holding BNL Shares
for United States and Excluded States, and persons receiving any such documents
(including custodians, nominees and trustees) must not distribute or send them
in, into or from the United States and Excluded States.  Any purported
acceptance of the Offer resulting directly or indirectly from a violation of
these restrictions will be invalid.  No BNL Shares are being solicited from a
resident of the United States and Excluded States and, if sent in response by a
resident of the United States and Excluded States, will not be accepted.

This document is not an offer to sell, or the solicitation of an offer to buy,
securities in the United States and Excluded States. The BBVA Shares being
offered in exchange for BNL shares have not been and will not be registered
under the United States Securities Act of 1933 (the 'US Securities Act') or
under the securities laws of any state of the United States and Excluded States,
and are offered solely outside the United States and Excluded States in offshore
transactions in compliance with Regulation S under the US Securities Act.
Consequently, no BBVA Shares delivered in exchange for BNL Shares pursuant to
the Offer may be offered, sold or delivered directly or indirectly in the United
States and Excluded States, except pursuant to an exemption from registration.

--------------------------


(1) BBVA earnings per share as per consensus IBES estimates, BNL earnings per
share as per selected analyst estimates have been uses to reach these figures.
Regarding  expected total income and expected operating costs  for BNL are based
on a selected analysts estimates.


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