Re Agreement

Banco Bilbao Vizcaya Argentaria SA
29 April 2004



                               SIGNIFICANT EVENT


Banco Bilbao Vizcaya Argentaria, S.A.(BBVA) communicates that it has reached an
agreement with both Assicurazioni Generali S.p.A. and Dorint Holding S.A., who
are also shareholders of the Italian company Banca Nazionale del Lavoro, BNL, in
order to regulate the exercise of the voting rights in the corporate bodies of
the entity. The agreement, which contents will be disclosed as provided under
Italian law, will come into effect as of May 5, 2004, subject to the approvals
that may be necessary.


BBVA owns 326,194,949 shares of BNL, representing 14.9%, Assicurazioni Generali
S.p.A owns 186,084,367 shares, representing 8.5% and Dorint Holsding, S.A. owns
109,400,000 shares, representing 4.997%.


A press release on the agreement reached is attached.


                                                                  April 29, 2004




Press release     29-4-2004


               BBVA, Generali and Diego Della Valle have reached

                      a shareholders agreement within BNL


BBVA, Assicurazioni Generali and Dorint Holding (a company owned by the business
man Diego Della Valle) have announced today the execution of a shareholders
agreement within Banca Nazionale del Lavoro (BNL) which intends to contribute to
the stability of the Italian banking entity in the long term..


Under the agreement, the three parties will contribute to it their stake in BNL.
The present position of BBVA in the Italian bank is approximately of 14.90% of
the share capital, which means he is the mayor shareholder in the agreement
announced today as well as in the bank itself. Generali owns approximately 8.50%
and Della Valle 4.99%. The parties to the shareholders agreement will control
altogether approximately 28.39% of the share capital of the bank.


The agreement foresees the creation of a Shareholders Committee, chaired by the
actual president of BNL, Luigi Abete. In such Committee BBVA will have 4 votes,
Generali two, and Della Valle and the chairman of the Committee one vote each.


The agreement also provides that in the next renovation of the board of
Directors of BNL - expected to take place in April 2005 - the parties to the
agreement will jointly present one same list which will include fifteen
candidates to the board, two more than the actual board. According to the
agreement, the three shareholders thereby secure their actual position in the
board.


Finally, the parties make a commitment to maintain their present stakes in BNL,
giving each other a pre-emption right for the duration of the agreement which,
under Italian law may not exceed 36 months as of the appointment of its
Shareholders Committee, foreseen to occur in May 2004.


A bet for stability


This agreement will strengthen BBVA position in BNL, where it has been a
strategic shareholder since 1998, when BNL was privatised.


BBVA has contributed in a decisive manner to the development, evolution and
growth of BNL, one of the principal institutions of the Italian financial
system, since it first sat in its Board of Directors, where it presently has
four representatives.


Last year BNL launched a new strategic plan, with a greater focus on domestic
and business markets with a clear objective to increase significantly the
profitability of the company.


As part of this plan, BBVA and BNL will launch in 2004 ADVERA, a joint venture
to develop the consumer finance business in Italy, with both entities holding
50% of the share capital.


The new strategy followed by BNL has begun to show results. Indeed in 2003 the
bank obtained a net profit of 141 million €, which translates into an increase
of 55% on the results of the previous year.


                      This information is provided by RNS
            The company news service from the London Stock Exchange