Re Agreement

Banco Bilbao Vizcaya Argentaria SA
15 May 2002

         Banco Bilbao Vizcaya Argentaria, S.A., in accordance 
         with the provisions of section 82 of the Securities 
         Market Act, hereby announces the following

                            RELEVANT CIRCUMSTANCE

On 15 May 2002, TERRA and BBVA have formalised a Letter of Intent establishing a 
principle of Agreement on the integration of UNOE BANK, S.A. and the area of 
business covering personal consumer financing developed by FINANZIA BANCO DE 
CREDITO, S.A., a 100% subsidiary of BBVA. The stock held by TERRA in UNOE BANK 
S.A. would amount to 33%.

The operation of integration described, as well as the aforementioned percentage 
of stock held by TERRA, shall be subject to the corresponding review of the 
business contributed, the formalisation of final documents and the receipt of 
the appropriate authorisations. Likewise, a liquidity facility has been 
formalised that is to be readjusted when the integration operation is performed.

Inclusion is made of a Press Release.

                                                             Madrid, 15 May 2002

BBVA AND TERRA AGREE TO INTEGRATE UNO-E AND 
THE CONSUMER BUSINESS OF BBVA FINANZIA

•  Uno-e would bring forward to the first half-year of 2003 its entry 
   into profit.

•  67% of the stock in Uno-e would be held by BBVA, through Finanzia, and 33% by 
   Terra Lycos

• Uno-e will post a balance sheet of 1,400 million euros and a portfolio of 2.2 
  million customers.

• BBVA Finanzia will have two areas of business: Personal Finances, by means of 
  Uno-e, and the business of Financing Industrial Equipment and Automobiles.

BBVA and Terra Lycos today announced the establishing of a principle of 
agreement for the integration of their online bank Uno-e Bank and the Consumer 
Financing Division of BBVA Finanzia, 100% owned by BBVA. The resulting company, 
the new Uno-e Bank, will have 2.2 million customers and will manage funds to the 
tune of 1,400 million euros.

By means of this operation. Uno-e Bank will bring forward its entry into profit 
to the first half-year of 2003, and will return a more evenly distributed 
balance sheet, as a result of a significant increase in its financial revenue 
and a major reduction in the costs involved in attracting new customers.

Uno-e will introduce a new model of banking, with a significant critical mass of
customers, by means of the integration of the fully complementary businesses of 
Uno-e and the consumer financing of Finanzia.

BBVA, through BBVA Finanzia, will control 67% of Uno-e, with Terra Lycos holding 
the remaining 33%.

The operation will be articulated through the contribution of the consumer loan 
business of BBVA Finanzia to the balance sheet of Uno-e.


BBVA Finanzia shapes up as a powerful business unit, by consolidating the 
business of personal finance through Uno-e, and the business of financing sales 
of industrial equipment and automobiles.

                
                  terra                         BBVA
                  Lycos                          .
                    .                            .
                    .                           100%
                    .                            .
                    .                          BBVA Finanzia . . . . 
                   33%                           .                 . 
                    .                            .                 .
                    .                            .                100%
                    .                            .                 .
                    .                           67%                .
                    .                            .                 .
                    .       Uno-e                .           Automobiles
                    . . . > Personal < . . . . . .          & Equipment
                            Finances
 
 
 

 
Crossed sale

'By integrating the Consumer Financing Division of BBVA Finanzia within Uno-e we
are generating a vast potential for crossed sales, in both products of banking 
assets and liabilities', affirmed Julio Lopez, the BBVA'S Managing Director of 
Retail Banking in Spain and Portugal. 'As of this moment, the institutions with 
whom we collaborate will be able to provide their customers with comprehensive 
banking services'.

'At Terra Lycos we are highly satisfied because the new Uno-e will have all the 
features necessary to become our main supplier of financial products for 
customers and of methods of payment', said Joaquim Agut, chairman of Terra 
Lycos.

The new Uno-e will develop its range of personal financial services by combining
the extensive catalogue of products from the online bank with the capacity for 
attracting customers that is provided by the business model of BBVA Finanzia.

The Consumer Financing Division of BBVA Finanzia develops financial products -
mainly credit cards and consumer loans - for the customers of large 
manufacturers and distributors. The financial institution contributes its 
experience in the business of finance and all the banking operations required 
for managing these products. Thus, the associated institution may satisfy the 
financial requirements of its customers, largely under its own brand, whereby it
increases its level of customer loyalty.



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