Restructure Proposals

Banco Bilbao Vizcaya Argentaria SA
19 December 2006

Board meeting in Bilbao (Spain)                                19 December 2006



BBVA moves closer to its goal of becoming a global services group with a
corporate structure focused on growth



Francisco Gonzalez says, 'This team must lead the way in converting BBVA into a
top international banking group'



-  Jose Ignacio Goirigolzarri says, 'We have to push ahead with growth and
innovation - two key concepts for BBVA's present and future'



-  BBVA creates an important business area, to be known as Business Banking in
Spain and Portugal. It includes retail banking, SMEs and corporate customers
(CBB), consumer finance and insurance, and will be headed by Jaime Guardiola



-  The group is also setting up a Global Businesses Area, which covers global
markets and distribution, the asset management and private banking unit, global
customers in Europe and the Americas, Asia and investment banking, plus real
estate and business projects, under the control of Jose Barreiro



-  Mexico will be managed by Ignacio Deschamps who, until now, had been the
manager of commercial banking at BBVA Bancomer. He has extensive experience in
the Mexican market



-  BBVA is creating an innovation committee at top level to lead the drive
towards greater understanding and identification with consumer needs.



BBVA's chairman, Francisco Gonzalez, and the chief operating officer, Jose
Ignacio Goirigolzarri, today presented a new management structure to the board
of directors at a board meeting in Bilbao. The purpose of the new organisation
is to drive innovation and the bank's transformation into a large global group
through growth. 'This team', said Mr Gonzalez, 'must lead the way in converting
BBVA into a top international financial group within the next two or three
years. 'We have nearly 100,000 staff worldwide and in 2007 they are going to
focus on growth, transformation and innovation'.



The changes announced today are part of the Group's defined strategy of moving
towards a global structure that will be more in line with its geographic
presence and with its current profound process of transformation and innovation.
Thus these changes are clearly in accordance with the principles of management
structure approved in December 2005 and with the modifications made last July in
retail banking, and SMEs and corporate banking.



The Group is retaining three types of unit: 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 business units are defined as '
value-creation centres' with direct responsibility for market approach, growth
and their own income statement. This is part of the empowerment plan for
business units and forms part of BBVA's corporate culture.



'These changes', Mr Gonzalez explained, 'will help us accelerate the Group's
organic growth in 2007. They will lead to more powerful structures, serving
customers in each market, and will boost innovation and transformation - the
central principles of BBVA's strategy.



'We are creating a scalable structure that favours growth. It is a lateral
organisation and a matrix that supports the Group's global development.
Transparency will be improved in all areas, facilitating communication and
making processes faster and more flexible.



'Once again, BBVA is anticipating developments by adopting a global organisation
that is more flexible, more innovative and more focused on growth in each
individual market. And you are going to see this from now on because in 2007
BBVA is going to concentrate its efforts on growth.'



In summary, Mr Gonzalez said the goal of the new structure is to help the Group
develop on three fronts:



1. To get closer to customers. Transformation and innovation will be the tools
that will provide more people in more markets, with more appropriate and more
profitable solutions.



2. To facilitate the creation of business units that are more capable of
operating and taking decisions in an autonomous manner. They will be responsible
for their own growth strategy within the strategic parameters set by the Group.



3. A management structure that allows every unit to maximise the advantages of
being part of a global group with a first-class brand and highly diversified
risk, that is sound, profitable and efficient.



Mr Goirigolzarri emphasised that the changes have two aims: growth and
innovation. 'In recent years we developed a business model based on value and a
relationship between business units and the central organisation that few other
banks possess', he said.



'This allows us to run the Group like a portfolio of businesses, assigning
resources to those of greater risk-weighted profitability. It has helped us to
invest nearly $10 billion in an efficient manner.



'But we have to continue advancing in growth and innovation - two key concepts
for BBVA's present and future.



'On one hand the new organisation permits us to continue understanding global
business and local business, and the relationship between the two. This way we
can develop synergy and interrelated business in a more efficient manner.



'Furthermore, we have our own definition of innovation: making our business
model and products accessible to an ever-increasing number of consumers. And, at
the same time, we are building a model that allows us to transcend the
conventional boundaries of financial business.



'We will adapt our methods of management and data-mining of customers, studying
trends and behaviour, because what distinguishes a modern company with global
ambitions is its ability to listen. And this is, above all, a launching pad for
innovation.'





Spain and Portugal in one large business area



The new BBVA organisation includes important changes to the Group's business
areas. These mainly affect Retail Banking in Spain and Portugal, and Wholesale
Businesses. The previous managers of these areas, Vitalino Nafria and Jose Maria
Abril, are leaving their executive responsibilities after important careers in
the BBVA Group. There are also changes in Mexico but no changes are being made
to the other business areas: South America and the USA.



One of the main features is the creation of a large business area for Spain and
Portugal, which will be managed by Jaime Guardiola (previously deputy chairman
and general manager of BBVA Bancomer in Mexico).



From here on, the new area will include SME and corporate banking (CBB) as well
retail banking. This creates a large unit handling all business with private
individuals, SMEs, small businesses, companies and institutions, together with
consumer finance, Seguros Europa (insurance) and BBVA Portugal.



The creation of this area is a further step in the transformation commenced in
July with the two big networks in Spain (retail banking and CBB). The aim is to
create a more autonomous and decentralised structure, strengthening the role of
the branches and business officers, and increasing proximity to customers.



The new area, Business Banking in Spain and Portugal, comprises:



  •  Commercial Banking, under Vicente Rodero
  •  Innovation and Business Development, under Javier Bernal
  •  SME and Corporate Banking, under Juan Asua
  •  Consumer Finance, under Xavier Argente
  •  Seguros Europa, under Rosa Alegria
  •  BBVA Portugal, under Jose Manuel Doiztua





A global area for global customers and businesses



The second new feature of the organisation is an area containing all the global
businesses managed by Jose Barreiro. This area includes the asset management and
private banking unit, managed by Daniel de Fernando, which will now have a
global scope. In addition, the Global Businesses Area is taking over all the
units that were part of Wholesale Businesses, except SMEs and corporate banking
(CBB), which will now be part of Business Banking in Spain and Portugal.



This area is, in effect, one of great importance from the point of view of
growth and expansion in new geographic markets and for new Group activities at
international level. It comprises all market and global customer activities in
Europe, the Americas and Asia, as well as business and real estate projects and
investment banking.



This area consists of:



  •  Global Markets and Distribution, under Ricardo Laiseca
  •  The asset management and private banking unit, under Daniel de Fernando
  •  Global Customers Europe
  •  Global Customers America, under Tomas Ehrenberg
  •  Asia, under Manuel Galatas
  •  Business and real estate projects, under Javier Alarco
  •  Investment Banking, under Francisco Esteve





Mexico - a third phase of growth



The other big business area affected by the changes is Mexico, which is one the
Group's principal sources of growth. This is facing its third phase of growth
since BBVA became the main shareholder.



From now on, Ignacio Deschamps becomes the deputy chairman and general manager
of BBVA Bancomer and the top executive for all business in that market. Mr
Deschamps, who replaces Jaime Guardiola, previously managed commercial banking
in Mexico. He has extensive experience in that market and he is Mexican.





Pioneer innovation committee



From now on, BBVA will have a top-level innovation committee to drive the
Group's innovation and transformation strategy. This is a pioneering move in the
banking sector and it signifies a further step in getting closer to customers
through greater and better understanding of their present and future needs.



The Group's innovation and development manager, Manuel Castro, will head the
innovation committee and, at the same time, he will set up two new units related
to innovation. These are the customer and market analysis unit and the
branch-business development unit.

The innovation committee consists of the chairman, the COO, Javier Ayuso
(corporate communications), Javier Bernal (innovation and business development
in Spain), Angel Cano (HR, IT & Operations), Manuel Castro (innovation and
corporate development), Ignacio Deschamps (Mexico), Fernando Gutierrez
(chairman's office), Jaime Guardiola (Spain and Portugal), Ricardo Moreno
(transformation and productivity), Ramon Monell (technology and operations),
Ignacio Sanchez-Asiain (South America) and Jose Sevilla (risk).





Continuity in the management committee



Another important feature of the new organisation is the adaptation of the risk
area to match the new, more global configuration of the Group. Manuel Mendez del
Rio, who has done an excellent job in placing BBVA in the vanguard of large
banking groups at global level in terms of risk management and its adaptation to
highly demanding systems, will leave his executive duties and be replaced by
Jose Sevilla (previously manager of the chairman's area).



Therefore, with the reorganisation, the management committee will consist of 16
members instead of the current 18, following the exit of Vitalino Nafria, Jose
Maria Abril and Manuel Mendez del Rio. The only addition is Ignacio Deschamps as
the new general manager in Mexico.



The risk area will be adapted to suit the new organisation and will service
Spain, Global Businesses and other areas. Its main challenge in 2007 is to make
further progress in the Basel II requirements.



As a result of this change, there are some modifications to the units in the
chairman's office. Legal services, under Eduardo Arbizu, will become legal, tax,
audit and compliance services. It will cover all legal services, tax advice and
management, internal audit and regulatory compliance.



The accounting and consolidation area under Javier Malagon, which was previously
part of the chairman's office, will report directly to the Group chairman,
Francisco Gonzalez.



Lastly, the shareholder management unit (private individuals), under Tomas
Blasco, will be part of the chairman's area under Fernando Gutierrez.



The transformation and productivity unit, created a year ago, will henceforth be
managed by Ricardo Moreno as part of the HR, IT & Operations Area under Angel
Cano. This move is caused by the changes to the transformation and productivity
unit, which becomes independent in order to boost change and transformation,
improving the Group's efficiency and service. It is joined by other units in the
HR, IT & operations area (human resources, technology and operations,
purchasing, buildings and services, and corporate security).


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