Restructure Proposals

Banco Bilbao Vizcaya Argentaria SA
20 December 2005

'BBVA, S.A.', pursuant to the provisions of article 82 of the Spanish Securities
Market Act, proceeds by means of the present document to notify the following:

An explanatory document regarding the new organizational structure of the BBVA
group, presented today to the board of directors, is attached.

                                                     Madrid, December 20th, 2005

                            Board Meeting in Bilbao

BBVA reinforces its Executive Committee to handle the challenge of global growth

o    BBVA's chairman and CEO, Francisco Gonzalez, and its president and COO,
     Jose Ignacio Goirigolzarri, reveal details of the group's new organisation

o    Francisco Gonzalez: 'The new management structure announced today will
     bring fresh talent to the forefront, accelerating the growth needed to make
     this a truly global bank'

o    Jose Ignacio Goirigolzarri: 'Our organisation is more nimble and more
     committed to global growth, business, diversity and innovation'

o    The top executive body will grow from 12 members to 18, increasing
     representation of business units

o    The business areas (the Group's main operating divisions) will increase
     from three to five: Retail Banking in Spain and Portugal, Wholesale 
     Banking, Mexico, South America and United States.

o    Systems and Back Office will merge with Human Resources to become the
     Human Resources, IT and Operations Department, and a new unit, 
     Transformation and Productivity, will be added.

 BBVA's chairman and CEO, Francisco Gonzalez, and its President and COO, Jose
Ignacio Goirigolzarri, presented today the group's new management structure to
the Board of Directors at a meeting today in Bilbao. The new arrangement will
strengthen the Executive Committee, which will grow from 12 members to 18,
increasing the representation of Business Units. This is being done to help BBVA
handle the challenge of becoming a truly global group.

'The new management structure', said Mr Gonzalez at the Board meeting, 'will
bring fresh talent to the forefront, accelerating the group's transformation and
lifting it to a level of excellence that will distinguish it from our
competitors.'

He also explained that the purpose of the changes is to 'achieve progress along
three lines':

1.   To advance in globalisation

2.   To empower the business units and strengthen their capacity to make
     decisions

3.   To accelerate transformation through innovation in procedures and
     sources of value.

'The new structure is simpler and more flexible,' he added. 'The heads of the
business areas will have more independence, supported by the Human Resources, IT
& Operations Department, the Transformation and Productivity Unit and the
Chairman's Office.'

Mr Goirigolzarri also commented on the greater presence of the business areas in
the new organisation, which he categorised as 'more nimble and more committed to
global growth and to business, diversity and innovation.'

He explained that the business areas are perceived as 'centres for creating
value, responsible for their own marketing approach, income statements and
growth. They will be customers of the Human Resources, IT & Operations
Department and the Transformation and Productivity Unit and must abide by
corporate policies.'

A more simple and agile organisation

BBVA's new management structure is divided into three kinds: Business units,
Support Units and the Chairman's Office. The first two are the direct
responsibility of the COO and the third comes under the chairman.

The Group sees the business areas as centres for the creation of value,
responsible for their own marketing approach, growth and income statements.
Implementation of the group's diverse global strategy means the business areas
should be increased from three to five, covering 29 business units, as follows:

1. Retail Banking in Spain and Portugal: Vitalino Nafria

2. Wholesale Businesses: Jose Maria Abril

3. Mexico: Jaime Guardiola

4. South America: Ignacio Sanchez Asiain

5. United States of America: Jose Maria Garcia Meyer-Dohner

Furthermore, the business areas will enjoy greater representation at the highest
level with officers from four keys units joining the Executive committee. Two
will come from the Spain and Portugal area: Vicente Rodero (Commercial Banking
in Spain) and Javier Bernal (Business Development and Innovation). And two will
come from Wholesale Businesses: Juan Asua (SMEs and Corporate Banking in Spain)
and Jose Barreiro (Global Business).

The second large department is Human Resources, IT & Operations. A decision was
made to merge Systems and Back Office with Human Resources to form this new Unit
under Angel Cano, also an Executive Committee member.

In addition, the Group is creating a Transformation and Productivity Unit, which
will be in charge of designing and implementing business procedures. This area
will be headed by Ricardo Moreno.

Finance under Manuel Gonzalez Cid, Risk under Manuel Mendez (both members of the
Committee) and Business Development under Manuel Castro, continue as before.
These areas have particular characteristics which differentiate them from
typical business areas, but they also fall under Business Units because they too
create value for the Group.

The Chairman's Office is responsible for developing the corporate governance
model, supervising internal control and managing the group's intangible assets.
Their structure and persons in charge are basically the same, as follows:

o    Secretary General: Jose Maldonado

o    Chairman's Area: Jose Sevilla

o    Legal Services: Eduardo Arbizu

o    Corporate Communications & Image: Javier Ayuso, who joins the Executive
     committee to increase co-ordination of the group's communication strategies
     and policies

o    The BBVA Foundation: Rafael Pardo

                          The BBVA Executive Committee

                       Francisco Gonzalez (Chairman &CEO)

                    Jose I. Goirigolzarri (President & COO)

                       Jose Maldonado (Secretary General)

                        Eduardo Arbizu (Legal Services)

                Javier Ayuso (Corporate Communications & Image)*

              Javier Bernal (Business Development and Innovation)*

                         Jose M(a) Garcia Meyer (USA) *

                           Jaime Guardiola (Mexico) *

               Vitalino Nafria (Retail Banking Spain & Portugal)

                     Ignacio Sanchez Asiain (South America)

                        Jose M(a) Abril (Wholesale Bank)

                     Juan Asua (SMEs y Corporate Banking) *

                      Jose Barreiro (Global Businesses) *

                       Angel Cano (RH, IT and Operations)

                           Manuel Gonzalez Cid (CFO)

                              Manuel Mendez (Risk)

                    Vicente Rodero (Retail Banking Spain) *

                         Jose Sevilla (Chairman's Area)

*New Members


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