Re Agreement

Banco Bilbao Vizcaya Argentaria SA
10 June 2003




'BBVA, S.A.', pursuant to the provisions of section 82 of the Securities Market
Act and related with the significant event of May 15th 2002, hereby announces
the following



                               SIGNIFICANT EVENT


Once the pertinent Due Diligence has been concluded, all the authorizations from
the regulatory authorities have been obtained and the correspondent company
bodies have approved it, BBVA announces that it has proceeded to execute a
strategic agreement with Banco Bradesco, S.A., which was already announced on
January 13, 2003.

By executing this agreement BBVA's Brazilian subsidiary, BBV Banco will be
integrated with Banco Bradesco, S.A. and BBVA will take a stake in the latter's
share capital.

The final terms of the agreement are:

1. BBVA has transferred all its BBV Banco shares to Banco Bradesco, S.A.

2. In return for these shares, BBVA has received 35,481,460,311 newly-issued
ordinary shares and 34,948,501,563 newly-issued preferred shares in Banco
Bradesco, S.A. totalling 4.44 % of its share capital as well as an additional
amount in cash, for a total consideration for this transaction of 2,626 million
of Brazilian reais equivalent to USD 900 million, approximately.

3. BBVA and Bradesco have signed a shareholders agreement, under which:


  • BBVA will be entitled to appoint a member to the Board of Directors of
    Banco Bradesco, S.A.

  • A business area within Bradesco will be set up, specifically devoted to
    the origination of business between BBVA and Bradesco, the delivery of
    banking services to BBVA customers by Bradesco, and other areas of
    cooperation between the two banks.

This strategic agreement bolsters the foothold of Banco Bilbao Vizcaya
Argentaria, S.A. in the Brazilian market through its stake in Brazil's leading
private bank, and demonstrates the bank's confidence in Brazil's present and
future.


                                                                    10 June 2003


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