Strategic Agreement

Banco Bilbao Vizcaya Argentaria SA
13 January 2003


'BBVA, S.A.', pursuant to the provisions of section 82 of the Securities Market
Act, hereby announces the following


                               SIGNIFICANT EVENT

                                                               13th January 2003


                     BBVA and Bradesco strategic Agreement

BBVA announces that it has reached a strategic agreement with Banco Bradesco,
S.A., whereby BBVA will sell its Brazilian affiliate, BBV Banco, to Banco
Bradesco, S.A. in exchange for a stake in the latter's share capital.

Both banks will ratify the agreement when the pertinent 'Due Diligence' has been
concluded, and the authorization of the different regulatory authorities
involved has been obtained.

The main points of the strategic agreement are as follows:


 1. The BBVA Brazilian banking and insurance business activities conducted by BBV
    Banco and its affiliates, will be integrated with Banco Bradesco, S.A. by
    transferring all the BBV Banco shares held by BBVA to Banco Bradesco, S.A.

 2. In return for these shares, BBVA will receive newly-issued ordinary shares
    and preferred shares in Banco Bradesco, S.A. totalling 4.5 % of its share
    capital, as well as approximately 2,000 million Brazilian Reales in cash.

 3. Under the agreement, BBVA will be entitled to appoint a member of the Board
    of Directors of Banco Bradesco, S.A. and to set up a business area within
    Bradesco specifically devoted to the origination of business between BBVA
    and Bradesco, the provision of banking services to BBVA customers by
    Bradesco, and other areas of cooperation between both banks.

The definitive agreements regarding the integration of BBV Banco in Banco
Bradesco, S.A., BBVA's presence in the shareholding structure of Banco Bradesco,
S.A. and on its Board of Directors, are expected to be finalized during the
first half of 2003.

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 reinforces the bank's confidence in Brazil's present and
future.


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