Notice of AGM

Banco Bilbao Vizcaya Argentaria SA
10 February 2006





 'The Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A., in its
meeting on 10th February 2006, has resolved to convene an Annual General Meeting
of Shareholders, which will be held in Bilbao, at the Palacio Euskalduna, on
Abandoibarra Street no 4, on 17th March 2006, at 12.00 hours under first
summons, and in the same place at the same time on 18th March 2006 under second
summons, according to the following



                                       AGENDA



ONE.- Examination and approval, where forthcoming, of the Annual Accounts and
Management Report for Banco Bilbao Vizcaya Argentaria, S.A. and its Consolidated
Financial Group. Application of earnings; distribution of dividend. Approval of
corporate management. All the above refer to the year ending 31st December 2005.



TWO.- Adoption, where forthcoming, of the following resolutions on the
appointment and re-election of members to the board of directors:



2.1.- Appointment of Mr  Tomas Alfaro Drake.

2.2.- Re-election of Mr. Juan Carlos Alvarez Mezquiriz.

2.3.- Re-election of Mr. Carlos Loring Martinez de Irujo

2.4.- Re-election of Ms. Susana Rodriguez Vidarte



In compliance with paragraph 2 of article 34 of the company bylaws, to determine
the number of directors to be what it is at this moment, pursuant to the
resolutions passed under this agenda item. This will be reported to the AGM for
due process.



THREE.- Annulling, insofar as unused, the authorisation conferred at the BBVA
General Shareholders Meeting of 28th March 2004, whose amount was increased
under resolution by the AGM, 26th February 2005, and maintaining the part
already drawn down in force, to authorise the board of directors to issue
fixed-income securities, of any class or kind, including swappable securities,
not convertible into shares, to a maximum nominal sum of €105,000,000,000 (one
hundred and five billion euros).



FOUR.- Authorisation for the company to acquire treasury stock directly or
through group companies, in accordance with article 75 of the Consolidated Text
of the Companies Act, establishing the limits or requirements on said
acquisitions, with express powers to reduce the company's share capital to
redeem treasury stock. To confer due authority to the board of directors to
implement the resolutions passed by the annual general meeting in this respect,
repealing the authorisation conferred by the AGM, 26th February 2005.



FIVE.- Re-election of auditors for the 2006 accounts.



SIX.- Approval, for application by the bank and its subsidiaries, of a long-term
share-based remuneration plan for members of the management team (including
executive directors and members of the BBVA Management committee), which will
apportion BBVA stock to its beneficiaries.



SEVEN.- To amend article 53 of the company bylaws, 'Application of earnings', in
order to contemplate the possibility of remunerating members of the board of
directors by giving them shares, share options or remuneration indexed to the
share price.



EIGHT.- Approval, for application by the bank, of a deferred remuneration system
for non-executive directors, which will apportion BBVA stock to its
beneficiaries.



NINE.- Conferral of authority to the board of directors, with powers of
substitution, to formalise, correct, interpret and implement the resolutions
adopted by the AGM.


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