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Banco Bilbao Vizcaya Argentaria 6-K 2009

Documents found in this filing:

  1. 6-K
  2. 6-K
Banco Bilbao Vizcaya Argentaria, S.A. - Form 6-K
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

February 10, 2009

Commission File Number: 001-10110

Banco Bilbao Vizcaya Argentaria, S.A.
———————————————————————————————————
(Translation of registrant’s name into English)
 
Kingdom of Spain
———————————————————————————————————
(Jurisdiction of incorporation or organization)
 
Plaza San Nicolás 4
48005 - BILBAO (SPAIN)
———————————————————————————————————
(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  [x] Form 20-F    [ ] Form 40-F
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  [ ]
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  [ ]
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:  [ ] Yes    [x] No
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):    n/a 
 

WARNING: The English version is only a translation of the original in Spanish
for information purposes. In case of a discrepancy, the Spanish original
prevails.

 PROPOSED RESOLUTIONS UNDER AGENDA ITEM ONE FOR THE ANNUAL GENERAL MEETING OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. SHAREHOLDERS, TO BE HELD 13TH MARCH 2009.

1.- To approve, in accordance with the terms of the legal documentation, the
financial statements and management report of Banco Bilbao Vizcaya Argentaria,
S.A. corresponding to the year ending 31st December 2008, as well as the annual
financial statements and management report of its consolidated Group
corresponding to the same financial year.

2.- To approve the proposed application of earnings of Banco Bilbao Vizcaya
Argentaria, S.A. corresponding to 2008, to the sum of €2,835,167,855.16 (two
billion, eight-hundred-and-thirty-five million, one-hundred-and-sixty-seven
thousand, eight hundred and fifty-five euros sixteen cents), distributed in the
following manner:

2.1 The sum of €1,877,732,529.63 (one billion, eight-hundred-and-seventy-seven
million, seven-hundred-and-thirty-two thousand, five hundred and twenty-nine
euros, sixty-three cents) will be earmarked for dividend pay-out.
This sum for dividend pay-out has already been distributed as the first, second
and third interim dividends against 2008 accounts, such that the resolutions
adopted by the Bank's board of directors under which said interim amounts were
paid out on 24th June, 24th September and 22nd December are hereby ratified.

2.2 The rest of the Banco Bilbao Vizcaya Argentaria, S.A. 2008 earnings, ie, the
sum of €957,435,325.53 (nine-hundred-and-fifty-seven million,
four-hundred-and-thirty-five thousand, three hundred and twenty-five euros,
fifty-three cents) will be allocated to the entity's voluntary reserves.

3.- To approve the management of the board of directors of the Banco Bilbao
Vizcaya Argentaria, S.A. in 2008.

4.- To empower the chairman, Mr Francisco González Rodríguez, the company
secretary, Mr José Maldonado Ramos, and the company deputy-secretary, Mr Domingo
Armengol Calvo, severally, to deposit the financial statements, management
reports and auditors' reports for the Bank and its consolidated Group, and to
issue the certificated referred to in articles 218 of the Companies Act and 366
of the Company Registry regulations.


PROPOSED RESOLUTIONS UNDER AGENDA ITEM TWO FOR THE ANNUAL GENERAL MEETING OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. SHAREHOLDERS, TO BE HELD 13TH MARCH 2009.
2.1.- To include a new article 53.b in the Banco Bilbao Vizcaya Argentaria, S.A.
bylaws, which will read as follows:

“Article 53.b
The AGM may resolve the distribution of dividends (either charged against the
year's earnings or against unrestricted reserves) and/or of the share premium,
in kind, provided that the goods or securities being distributed are
standardised and sufficiently liquid or susceptible to liquidation. Such
condition will be presumed met when securities are listed or are going to be
listed for trading on a regulated market.

The regulation in the previous paragraph will also be applicable to the return
of contributions in the event of a reduction in share capital."

This amendment to the bylaws must first obtain any authorisation that may be
demandable under prevailing laws and/or regulations. The board of directors is
expressly delegated the broadest most efficient powers possible at law to obtain
said authorisations and/or any others that may be required to implement and
effect the preceding resolutions. Said powers may be passed on totally or in
part to the Executive committee and/or any of the directors.

2.2.- To approve a shareholder remuneration to supplement the 2008 dividend
consisting in the pay-out in kind of part of the share premium reserve, by
delivering Banco Bilbao Vizcaya Argentaria, S.A. shareholders treasury-stock
shares representing the Company's share capital, in the proportion of one (1)
share for each sixty-two shares in circulation.

The maximum number of shares deliverable will, therefore, be sixty million,
four-hundred-and-fifty-one thousand, one hundred and fifteen (60,451,115) shares
from the Banco Bilbao Vizcaya Argentaria, S.A. treasury stock.

The transaction will charge against the share premium account a sum equivalent
to the result of valuing each deliverable share at the average weighted price of
the Banco Bilbao Vizcaya Argentaria, S.A. share on the continuous market in
Spain (Sistema de Interconexión Bursátil Español) on the trading day immediately
prior to holding the Annual General Meeting of shareholders that approves this
resolution (the "Benchmark Value"). The maximum price will be such that the
charge against the share premium account cannot exceed the total balance on said
account.

The right to receive this payout in kind, as agreed, will accrue in favour of
those who, when the markets close on 9th April 2009, (the “Date of
Determination"), appear as holders of Banco Bilbao Vizcaya Argentaria, S.A.
shares on the accounting records of the participating entities of IBERCLEAR
(Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de
Valores, S.A.). The shares will be delivered as of 20th April 2009, through the
systems and mechanisms established by IBERCLEAR.

The Company, acting as agent bank for these purposes, will coordinate and take
the necessary and simply advisable measures and transactions with IBERCLEAR and
its participating entities to instrument this pay-out in kind under the terms
and conditions established herein and those that the Banco Bilbao Vizcaya
Argentaria, S.A. board of directors may resolve, where applicable.

Additionally, it is hereby resolved to establish the mechanism to facilitate the
payout to those shareholders that, on the Determination Date, own a number of
shares surpassing a multiple of sixty-two or that does not reach said figure of
sixty-two (the shares that, in the first case, constitute the excess or, in the
second, constitute the shortfall, will be called the "Remainder"):

(i) As of 20th April 2009 Banco Bilbao Vizcaya Argentaria, S.A., through
IBERCLEAR and its participating entities, will deliver to shareholders that are
duly legitimated the full number of shares due by virtue of the exact swap ratio
of one (1) share for each sixty-two (62) shares that they own.

 (ii) Given that, by applying the aforementioned swap ratio to the Remainders
would mean that shareholders would be entitled not to an entire Banco Bilbao
Vizcaya Argentaria, S.A. share but the equivalent of a fraction thereof (the
result of dividing the Surplus by sixty-two, hereinafter the "Fraction"), a
system will be established for "Fraction" settlement. It is understood that all
Banco Bilbao Vizcaya Argentaria, S.A. shareholders will be included in this
settlement without needing to issue express instructions. Said system will mean
settling the Fractions by paying out a cash sum equivalent to the Fraction
value.

(iii) To such end, the value of the Fractions will be determined as a function
of the Benchmark Value, such that the amount payable for each Fraction will be
the result of multiplying said Benchmark Value by the Fraction, rounding the
result to the closest euro-cent.

Banco Bilbao Vizcaya Argentaria, S.A. will publicly disclose said Benchmark
Value by filing a relevant event.

All amounts referred to above are gross, such that all withholdings and interim
payments payable by law shall be to each shareholder’s account. Likewise, any
fees or expenses that this distribution could incur for the IBERCLEAR
participating entities or the depositary entities, under prevailing legislation,
will be payable by the shareholders. Nonetheless, Banco Bilbao Vizcaya
Argentaria, S.A. will not charge any fee to shareholders whose shares are
deposited in BBVA Group and are beneficiaries of this transaction.
All powers necessary to implement this resolution are conferred on the board of
directors, with express powers to substitute itself through the Executive
committee or the director(s) it deems pertinent or any other person to whom the
board of directors may grant direct proxy for such purpose. These powers include
the development of the procedure established, and the powers needed or advisable
to carry out any arrangements and proceedings that may be required for the
success of the transaction.


PROPOSED RESOLUTIONS UNDER AGENDA ITEM THREE FOR THE ANNUAL GENERAL MEETING OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. SHAREHOLDERS, TO BE HELD 13TH MARCH 2009.

1.- To approve the merger plan subscribed by the directors of Banco Bilbao
Vizcaya Argentaria, S.A., 27th January 2009, and by the directors of the
companies, Banco de Crédito Local de España, S.A. (Unipersonal) and BBVA
Factoring E.F.C., S.A. (Unipersonal), 26th January 2009, deposited in the
Companies Registries of Vizcaya, Madrid and Barcelona.

2.- To approve as merger balance sheet of Banco Bilbao Vizcaya Argentaria, S.A.
its balance sheet closed as of 31st December 2008, filed by the Company's board
of directors, duly verified by the auditor of accounts and approved by this AGM
under its agenda item one.

3.- Consequently, to approve the merger plan for absorption of Banco de Crédito
Local de España, S.A. (Unipersonal) and BBVA Factoring E.F.C., S.A.
(Unipersonal) by Banco Bilbao Vizcaya Argentaria, S.A., winding up but not
liquidating the first two companies and making a block transfer under universal
succession of their assets to Banco Bilbao Vizcaya Argentaria, S.A. All the
rights and obligations of the wound-up companies, in general and without any
reservation or limitation, will be subrogated to the absorbing company in
compliance with the Companies Act.

The merger is expressly conditional on obtaining due authorisation from the
Ministry of Finance pursuant to article 45.c) of the Banking Act, 31st December
1946, and other concordant legislation.

The absorbed companies are fully and directly owned by Banco Bilbao Vizcaya
Argentaria, S.A. Consequently, pursuant to article 250 of the Companies Act, the
merger, as envisaged in the merger plan, will not entail any increase in the
capital of the absorbing company, nor is any kind of swap of shares and
securities planned. Likewise, it will not be necessary for independent experts
or directors to draw up any reports on the merger plan.

This plan for a merger by absorption is approved on the basis of the merger
plan, and the following statement is made pursuant to article 228 of the
Companies Registry regulations:
A.- Identity of the companies participating

As absorbing company:

-	Banco Bilbao Vizcaya Argentaria, S.A., Spanish company, with head office
registered in Bilbao at 4 Plaza de San Nicolás, with tax identification number
A-48265169 and filed at the Vizcaya Companies Registry under Tome 2083, Folio 1,
sheet number BI-17 A.

As absorbed companies:

-	Banco de Crédito Local de España, S.A. (Unipersonal) Spanish company, with
head office registered in Madrid at 4 Plaza de Santa Bárbara, with tax
identification number A-28000719 and filed at the Madrid Companies Registry
under Tome 2083, Section 8, Folio 1, sheet number M-25096.

Banco de Crédito Local de España, S.A. (Unipersonal) is directly 100% owned by
Banco Bilbao Vizcaya Argentaria, S.A.

-	BBVA FACTORING E.F.C., S.A. (Unipersonal) Spanish company, with registered
offices in Barcelona at 25 Paseo de Gracia, with tax identification number
A-48055180 and filed at the Barcelona Companies Registry under Tome 33645, Folio
128, Section 8, sheet number B-232894.

BBVA FACTORING E.F.C., S.A. (Unipersonal) is directly 100% owned by Banco Bilbao
Vizcaya Argentaria, S.A.

B. Conversion rate and share conversion procedure. Other mentions.

Pursuant to article 250.1 of the Companies Act, given that the absorbed
companies are fully and directly owned by Banco Bilbao Vizcaya Argentaria, S.A.,
it is not necessary to increase the capital of Banco Bilbao Vizcaya Argentaria,
S.A.. Consequently, there is no need for the merger plan to make any mention of
sections b) and c) in article 235 of the Companies Act, regarding the ratio and
procedure for converting the shares of the absorbed companies, or the date as of
which the new shares will grant entitlement to participate in corporate
earnings. Likewise, pursuant to the conditions of the same article 250.1 of the
Companies Act, it is not necessary for the directors of the companies involved
in the merger or any independent expert to draw up reports regarding the merger
plan.

C. Date on which merger comes into effect for accounting purposes.

The date as of which transactions carried out by Banco de Crédito Local de
España, S.A. (Unipersonal) and BBVA Factoring E.F.C., S.A. (Unipersonal ) will
be deemed to have been carried out by Banco Bilbao Vizcaya Argentaria, S.A. for
accounting purposes, will be 1st January 2009.
D. Special voting rights and options.

No rights or option will be granted in the absorbing company as a consequence of
the merger, as there are no holders of special classes of shares or special
rights other than the shares in the absorbed companies.

E. Advantages attributable to the directors or independent experts of the
absorbing company.

No advantage will be attributed in the absorbing company to the directors of any
of the companies participating in the merger or to independent experts whose
involvement is not necessary in this merger.

4.- Without prejudice to the proxies included in other resolutions adopted in
today's AGM, and any other existing proxy, it is resolved:

To delegate to the board of directors, with express powers to substitute itself
through the Executive committee or the director(s) it deems pertinent, or any
other Company proxy it deems pertinent, the most broad-ranging faculties
required under law to implement the resolutions adopted by this AGM, making any
arrangements necessary to obtain due permits and/or filings from the Bank of
Spain, the Financial Policy and Treasury Department (DGTPF), the Securities
Exchange Supervisor (CNMV), the entity charged with recording book entries, the
governing companies of the Securities Exchanges, the Companies Registry and any
other public- or private-sector bodies that may be competent. To such ends, they
may (i) establish, complete, develop, amend, remedy omissions and adapt the
aforementioned resolutions according to the verbal or written qualifications of
the Companies Registry and any competent authorities, civil servants or
institutions; (ii) draw up and publish the announcements required under law
regarding the resolutions adopted by this AGM; (iii) grant any public and/or
private documents they deem necessary or advisable; (iv) Grant the merger deed
and any supplementary public or private documents that may be needed to make the
incorporation of the absorbed companies' assets into those of the Company
operative; (iv) effect settlements and guarantee the credits to creditors that
oppose the merger under the terms and conditions established in the Companies
Act; (v) grant all the deeds for the inventory of goods, where applicable, or
any others that may be necessary or advisable to accredit the absorbing
company’s ownership over the goods and rights acquired as a consequence of the
merger by absorption and achieve the filing in the public registries of any
goods that require filing under the name of the absorbing company; (vi) engage
in any acts that may be necessary or advisable to successfully implement the
resolutions and, in particular, to have them filed at the Companies Registry or
in other registries in which they may be fileable.

PROPOSED RESOLUTIONS UNDER AGENDA ITEM FOUR FOR THE ANNUAL GENERAL MEETING OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. SHAREHOLDERS, TO BE HELD 13TH MARCH 2009.
Under this first agenda item, the re-election of the director and Company
secretary, Mr José Maldonado Ramos, to his seat on the board of directors for
the term established in the bylaws is submitted for AGM approval.
Likewise, pursuant to the proposal made to the board of directors by the
Appointments & Remuneration committee, the re-election of the following
directors for the term established in the bylaws is submitted to the AGM: Mr
José Antonio Fernández Rivero and Mr Enrique Medina Fernández as members of the
board of directors in independent directorships.

Consequently, it is proposed that the AGM adopt the following resolutions:

4.1.- Re-elect to a seat on the board of directors for the three year term
established in the bylaws, Mr José Antonio Fernández Rivero, of full age,
married, Spanish national, with address for these purposes at 81 Paseo de la
Castellana, Madrid, and tax identity document 10,776,014 E.

4.2.- Re-elect to a seat on the board of directors for the three year term
established in the bylaws, Mr José Maldonado Ramos, of full age, married,
Spanish national, with address for these purposes at 81 Paseo de la Castellana,
Madrid, and tax identity document 1,381,560 L.

4.3.- Re-elect to a seat on the board of directors for the three year term
established in the bylaws, Mr Enrique Medina Fernández, of full age, married,
Spanish national, with address for these purposes at 81 Paseo de la Castellana,
Madrid, and tax identity document 15,706,476 Y.

Pursuant to paragraph 2 of article 34 of the corporate bylaws, determine the
number of directors at whatever number there are at this moment, in compliance
with the resolutions adopted under this agenda item, which will be reported to
the AGM for all due effects.



Mr. JOSÉ ANTONIO FERNÁNDEZ RIVERO Director
Born in Gijón (Asturias) in 1949. Married. Graduated in Economic Sciences from
the Universidad de Santiago. Professional Background: 1976 – Joined Arthur
Andersen (Systems). 1977 –Joined Banco de Vizcaya, where he was Director of
Administration and Control for the International Division. 1986 – Chairman of
the Management Committee of Banque de Gestion Financière, S.A. (Bélgica).
1988-1989 – Was Deputy Director General for Planning and Control in Commercial
Banking, and later Regional Director of Retail Banking. In 1990 he joined Banco
Exterior de España as Comptroller General, occupying the same post in
Corporación Bancaria de España (Argentaria) from 1991 to 1995, where he was
appointed Director General for Internal Comptrol and Oversight. In 1997 he took
over the duties of General Manager for Organisation, Systems, Operations, Human
Resources, Purchases and Real Estate. In 1999, after the merger with BBV, he was
appointed General Manager of BBVA Systems and Operations. Was appointed Group
General Manager in 2001, with a wide range of responsibilities in different
areas. He was, as BBVA representative, member of the Board of: Telefónica,
Iberdrola, Banco de Crédito Local, and Chairman of Adquira. He was appointed to
a BBVA Directorship on 28th February 2004 and Chairman of Risks Committee on
30th March 2004.


Mr. JOSÉ MALDONADO RAMOS Director and Secretary
Born in Madrid in 1952. Married. Graduated in Law from Universidad Complutense
de Madrid, winning the extraordinary first Graduation Prize. Professional
Background: In 1978 passed State Exams and joined Spanish State Counsel Corps
(Cuerpo de Abogados del Estado). Was appointed Technical General Secretary to
the Ministry of Territorial Administration, the Undersecretary of the same
Department in 1982. Has acted as Legal Secretary for various governing bodies on
public companies, including: Astilleros y Talleres del Noroeste, S.A. (ASTANO);
Aplicaciones Técnicas Industriales, S.A. (ATEINSA); Oleaginosas Españolas, S.A.
(OESA); Camping Gas, S.A. and Aviación y Comercio, S.A. (AVIACO). Has been
Secretary of the Board and Director of Legal Services for Empresa Nacional para
el Desarrollo de la Industria Alimentaria, S.A. (ENDIASA); Astilleros Españoles,
S.A.; and Iberia Líneas Aéreas de España, S.A. Practicing lawyer: Legal Counsel
for Banco Exterior, S.A.; Legal Counsel for Banco Internacional de Comercio,
S.A. and Banco Central Hispanoamericano S.A., as well as Director and Secretary
of Sindibank, S.B. Was appointed Director and Secretary General of ARGENTARIA in
April 1997. Was appointed Director and Secretary General of BANCO BILBAO VIZCAYA
ARGENTARIA, S.A. on 28th January 2000.


Mr. ENRIQUE MEDINA FERNÁNDEZ Director
Born in La Puebla de Montalbán (Toledo) in 1942. Married. Graduated in Law at
Universidad Complutense de Madrid. Professional Background: 1967 Joined Spanish
State Counsel Corps (Cuerpo de Abogados del Estado). Held posts in the
Government’s Tax and Courts Service in Cáceres; Directorate General for
Administrative Judicial Review; and in the Supreme Court. Head of the Technical
Advisory Bureau for the Undersecretary of Finance and Director General for
Territorial Planning. In 1971, was appointed Director on the Board of Banco de
Crédito a la Construcción. From 1975 to 1981, held the post of Director and
Secretary of the Board for Banco de Progreso. From 1985 to 1989, held same posts
in Corporación Financiera Alba and From 1989 to 1991, in Banco Urquijo. Deputy
Chairman of Ginés Navarro Construcciones until it merged to become Grupo ACS. He
was appointed to a BBVA directorship on 28th January 2000.


PROPOSED RESOLUTIONS UNDER AGENDA ITEM FIVE FOR THE ANNUAL GENERAL MEETING OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. SHAREHOLDERS, TO BE HELD 13TH MARCH 2009.

As five years have ensued since the AGM, 28th February 2004, adopted its
resolution under agenda item two, authorising the board of directors to increase
the share capital, the following result ions are now proposed for adoption by
the AGM:

1.- To delegate the board of directors powers as broad as may be necessary under
law, to increase share capital, pursuant to article 153.1.b) of the Companies
Act, within the legal term of five years as of the date on which this AGM is
being held, up to a maximum equivalent to 50% of the Company's share capital at
the time of this authority. The board of directors may increase capital on one
or several occasions, for the amount it decides, by issuing new ordinary or
preferred shares with or without voting rights, or shares of any other kind
permitted under law, including redeemable shares with or without a share premium
at issue. The board of directors may establish the terms and conditions of the
capital increase, determining the nominal value of the shares to be issued,
their countervalue being payable in cash; the share specifications and any
possible privileges they may confer; the attribution of the right to redemption
and its terms and conditions, and the Company's right to redemption.
Calculations to determine the limit of the maximum amount that may be availed at
any time (in terms of consuming the available limit), shall include the amount
of the capital increases that, where applicable and in order to cover the
conversion of debentures, may be made pursuant to the resolution adopted under
agenda item six of the AGM, 14th March 2008.

To attribute the power to the board of directors to exclude pre-emptive
subscription rights on the share issues made under this authority, pursuant to
article 159.2 of the Companies Act.

Likewise, to attribute to the board of directors the power to freely offer the
shares not subscribed within the pre-emptive subscription period(s), when any
such period is granted, and to establish that in the event of incomplete
subscription the capital will be increased by the amount effectively subscribed,
pursuant to article 161.1 of the Companies Act and the new wording of article 5
of the corporate bylaws.

All this will be done pursuant to applicable legal and bylaw provisions at any
time, and conditional on obtaining due permits.

2.- Likewise, it is resolved to request the listing of any shares that may be
issued by virtue of the above resolution for trading on domestic and
international securities exchanges on which the Bank shares are listed at the
time when each capital increase is made, subject to compliance with any
applicable regulations. To
such end, the board of directors is given authority, with express powers to
substitute itself through the Executive committee or the director(s) or Company
proxy(ies) it deems pertinent, to grant any documents and engage in any acts
that may be necessary, including any act, declaration or arrangement before the
competent authorities of the United States of America for the listing of the
shares represented as ADSs or any other competent authority.

3.- Likewise, to authorise the board of directors, in compliance with article
141 of the Companies Act, to pass on to the Executive committee the powers
delegated to it by the AGM regarding the aforementioned resolutions, with
express authority for substitution by the chairman of the board (CEO), the chief
operating officer (COO) or any other director or proxy of the Bank.


PROPOSED RESOLUTIONS UNDER AGENDA ITEM SIX FOR THE ANNUAL GENERAL MEETING OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. SHAREHOLDERS, TO BE HELD 13TH MARCH 2009.

To increase by €50,000,000,000 (FIFTY BILLION EUROS) the maximum nominal amount
established by AGM resolution, 18th March 2006 under its agenda item three, and
increased by the AGM, 16th March 2007 under its agenda item three and the AGM,
14th March 2008 under its agenda item five, against which the board of directors
is authorised, subject to applicable legal provisions and conditional on
obtaining due permits, within a maximum legal period of five years as of the
first date mentioned above, on one or several occasions, directly or through
subsidiary companies fully underwritten by the Bank, to issue any kind of debt
instruments, documented in debentures, any class of bonds, promissory notes, any
class of covered bonds, warrants, totally or partially convertible for equity
that the Company or another company may have already issued, or payable by cash
settlement, or any other senior or secured nominative or bearer fixed-income
securities (including covered bonds secured by a mortgage portfolio) in euros or
any other currency, that can be subscribed in cash or kind, with or without the
incorporation of rights to the securities (warrants), subordinated or not, with
a limited or open-ended term. Consequently, the total maximum nominal amount
authorised is €235,000,000,000 (TWO-HUNDRED AND THIRTY-FIVE BILLION EUROS).

Likewise, to authorise the board of directors, under the same terms and
conditions established under the afore-mentioned AGM resolutions, 18th March
2006, 16th March 2007 and 14th March 2008, to establish and determine, in the
manner it deems most advisable, the other conditions inherent to each issue,
with regard to the fixed, floating or indexed interest rate, issue price,
nominal value of each certificate, its representation in single or multiple
certificates or in book entries, form and date of redemption, and any other
aspects related to the issue. To authorise the board of directors to request
listing of the securities issued from the official exchanges and other competent
bodies, subject to the standards for admission, listing and de-listing, putting
up such guarantees or covenants as required under prevailing legal provisions,
and to determine any extremes not envisaged hereunder or under the resolution of
the AGMs, 18th March 2006, 16th March 2007 and 14th March 2008. Also, to empower
the board of directors, pursuant to article 18 of the Companies Act, to in turn
delegate the powers that the AGMs conferred on it under the afore-mentioned
resolutions, to the Executive committee, with express powers to in turn delegate
these to the chairman of the board of directors, the chief operating officer or
any other Company director or proxy.


PROPOSED RESOLUTIONS UNDER AGENDA ITEM SEVEN FOR THE ANNUAL GENERAL MEETING OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. SHAREHOLDERS, TO BE HELD 13TH MARCH 2009.

1.- Repealing the part not executed from the resolution adopted at the Annual
General Meeting, 14th March 2008, to authorise the Bank, directly or through any
of its subsidiaries, for a maximum of eighteen months as of the date of this
present AGM, to purchase Banco Bilbao Vizcaya Argentaria, S.A. shares at any
time and on as many occasions as it deems appropriate, by any means permitted by
law. The purchase may be charged to the year’s earnings and/or to unrestricted
reserves and the shares may be sold or redeemed at a later date. All this shall
comply with article 75 and concordant of the Companies Act.
2.- To approve the limits or requirements of these acquisitions, which shall be
as follows:
	-  The nominal value of the shares acquired, added to those that the Bank and
its subsidiaries already own, may at no time exceed five percent (5%) of the
Banco Bilbao Vizcaya Argentaria, S.A. share capital, or, where applicable, the
maximum amount authorised under applicable legislation at any time. In all
cases, such acquisition will respect the limits on treasury stock established by
the regulatory authorities on the markets where Banco Bilbao Vizcaya Argentaria,
S.A. shares are listed for trading.

-	A restricted reserve be charged to the Bank's net total assets on the balance
sheet equivalent to the sum of treasury stock booked under Assets. This reserve
must be maintained until the shares are sold or redeemed.

-	The stock purchased must be fully paid up.


-	The purchase price will not be below the nominal price nor more than 20% above
the listed price or any other price associated to the stock on the date of
purchase. Operations to purchase treasury stock will comply with securities
markets’ standards and customs.


3.- Express authorisation is given to earmark all or some of the shares
purchased by the Bank or any of its subsidiaries hereunder for Company workers,
employees or directors when they have an acknowledged right, either directly or
as a result of exercising the option rights they hold, as established in the
final paragraph of article 75, section 1 of the Companies Act.

4.- To reduce share capital in order to redeem such treasury stock as the Bank
may hold on its Balance Sheet, charging this to profits or unrestricted reserves
and for the amount which is appropriate or necessary at any time, up to the
maximum value of the treasury stock held at any time.

5.- To authorise the board, in compliance with article 30c) of the company
bylaws, to implement the above resolution to reduce share capital, on one or
several occasions and within the maximum period of eighteen months from the date
of this AGM, undertaking such procedures, processes and authorisations as
necessary or as required by the Companies Act and other applicable provisions.
Specifically, the board is delegated, within the deadlines and limits
established for the aforementioned implementation, to establish the date(s) of
each capital reduction, its timeliness and appropriateness, taking into account
market conditions, listed price, the Bank’s economic and financial position, its
cash position, reserves and business performance and any other factor relevant
to the decision. It may specify the amount of the capital reduction; determine
where to credit said amount, either to a restricted reserve or to freely
available reserves, where relevant, providing the necessary guarantees and
complying with legally established requirements; amend article 5 of the
corporate bylaws to reflect the new figure for share capital; request de-listing
of any redeemed stock and, in general, adopt any resolutions that may be
necessary regarding this redemption and the consequent capital reduction,
designating the people able to formalise these actions.



PROPOSED RESOLUTIONS UNDER AGENDA ITEM EIGHT FOR THE ANNUAL GENERAL MEETING OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. SHAREHOLDERS, TO BE HELD 13TH MARCH 2009

8.1. Settlement of the 2006-2008 Long-Term Share-Remuneration Plan

	1. It is hereby reported that the Bank's board of directors, in use of the
authority conferred by the Company's AGM, 18th March 2006 under agenda item six,
adopted due resolutions to formalise the terms and conditions of the 2006-2008
long-term share-remuneration plan with respect to aspects not determined by the
AGM. It approved the regulations of the plan, which were filed as a relevant
event, 21st April 2006; it resolved to amend the composition of the bank peer
group in the light of corporate activities affecting it, adjusting the plan's
coefficients downwards so that no distortions were brought into its
implementation; and given that BBVA at the end of the plan ranked as the bank
with the third highest TSR (total shareholders' return) over the period from 1st
January 2006 to 31st December 2008 in comparison with its European peer banks,
such that the multiplier established for third ranking, ie, 1.42, had to be
applied to the number of theoretical shares allocated to each of the
beneficiaries, it approved the settlement of the 2006-2008 long-term
share-remuneration plan, determining that the number of Banco Bilbao Vizcaya
Argentaria, S.A. shares deliverable to each of the executive directors and to
the rest of the members sitting on the Management at 31st December 2008, was as
follows:

               Theoretical shares   Multiplier 	BBVA shares
                    allocated
Chairman & CEO 	        320,000 	1.42 	454,400
President & COO 	270,000 	1.42 	383,400
Company Secretary 	100,000 	1.42 	142,000
Other members of the  1,124,166 	1.42 	1,596,316
Management Committee
Other beneficiaries 	7,901,302 	1.42 	11,219,848

2.- To confer authority on the board of directors, with express powers to
substitute itself through the Executive committee, such that, in the manner it
deems advisable, it settle and execute the long-term plan for delivery of
shares, adopting any resolutions and signing any public or private documents
that may be advisable or necessary for its full effectiveness, with powers to
correct, rectify, amend or substitute this resolution and, in particular, but
not limited to, the following:

	 (a)  Execute and settle the long-term plan for delivery of shares when it
considers it suitable and in the specific manner it deems appropriate within the
first half of 2009.

(b)	Draw up, subscribe and present any supplementary documents and
communications that may be necessary or advisable before any public or private
body in order to settle and execute the long-term share delivery plan.

(c)	Engage in any action, declaration or arrangement with any public or private,
domestic or international body or entity to obtain any permit or verification
needed to settle and execute the long-term plan for the delivery of shares.

(d)	Draw up and publish any announcements that may be necessary or advisable.

(e)	Draw up, subscribe, grant and, where applicable, certify any kind of
document regarding the long term plan for the delivery of shares.

(f)	And, in general, engage in any acts and subscribe any documents that may be
necessary or advisable for the settlement and successful completion of the
long-term plan for the delivery of shares and the resolutions adopted
previously.


8.2. Approval for its application by the Bank and its subsidiary companies of a
Programme for Variable Remuneration in Shares for the years 2009 to 2010.

1.- Approve, for the effects of article 130 of the Companies Act, the additional
provision four of the Companies Act and other applicable legislation, a
pluri-annual programme for variable remuneration in shares, addressed to the
members of the Banco Bilbao Vizcaya Argentaria, S.A. Group management team
(hereinafter, the “Programme for Variable Remuneration in Shares” or the
"Programme") under the following basic terms and conditions:

	(a)  Description The Programme for Variable Remuneration in Shares will
comprise the promise to deliver ordinary Banco Bilbao Vizcaya Argentaria, S.A.
shares to the members of the Banco Bilbao Vizcaya Argentaria, S.A.management
team (including the executive directors and members of the BBVA Management
committee) on a specific date and with the basic terms and conditions
established below.
This Programme is based on the allocation to beneficiaries of a number of units
as a function of their level of responsibility, which will serve as the basis
for calculating how many BBVA shares will be delivered, if any, at the end of
the Programme.

The number of BBVA shares to be given to each beneficiary at the end of the
Programme, should the conditions established be met, will be determined by
multiplying the number of units assigned by a ratio of between 0 and 2, as a
function of the comparative performance of the Bank’s TSR (total shareholders’
return, ie, revaluation of the share plus dividends) during the Programme
against the TSR of 18 European peer banks.

The peer banks are:

BNP Paribas, Société Genérale, Deutsche Bank, Unicredito Italiano, Intesa San
Paolo, Banco Santander, Credit Agricole, Barclays, Lloyds TSB Group+HBOS, The
Royal Bank of Scotland, UBS, Credit Suisse, HSBC, Commerzbank, Citigroup, Bank
of America, JP Morgan Chase, Wells Fargo.

(b) Beneficiaries: The Pluri-Annual Variable Remuneration Programme in Shares is
addressed to those considered to be members of the Banco Bilbao Vizcaya
Argentaria, S.A. Group (including executive directors and members of the BBVA
Management committee) when this Programme comes into force, with the exception
of executives who have a special reward scheme. The estimated initial number of
Programme beneficiaries is 2,200 people; however, more people may join the
Programme and some may leave whilst it is in force.

(c) Duration: The Programme will come into force on 15th April 2009, ending 31st
December 2010, and will be settled before 15th April 2011, without detriment to
the possibility of anticipated settlement that may be established in the
ramification of this resolution.

(d) The maximum number of Banco Bilbao Vizcaya Argentaria, S.A. shares included
in the Programme for Variable Remuneration in Shares: The maximum number of
Banco Bilbao Vizcaya Argentaria, S.A. shares included in the Programme for
Variable Remuneration in Shares is 15m ordinary shares, representing 0.40% of
the current Banco Bilbao Vizcaya Argentaria, S.A. share capital. Of this number,
a maximum of 930,000 ordinary shares (representing 0.025% of the share capital)
may be earmarked for executive directors and 1,700,000 ordinary shares
(representing 0.045% of the share capital) may be earmarked for other members of
the Management committee other than the executive directors.

(e) Coverage: The Company may put shares that comprise or come to comprise its
treasury stock into covering the Programme for Variable Remuneration in Shares
or it may use any other suitable financial instrument that the Company may
determine for such purpose.

2.- Confer authority on the Company's board of directors, with express powers to
delegate this, to implement, whenever and however it deems advisable, to
develop, formalise, execute and settle the Variable Remuneration Programme in
Shares, adopting any resolutions and signing any public or private documents
that may be necessary or advisable for its full effectiveness. The board will
also have powers to remedy, rectify, modify or supplement this resolution and,
in particular, but not limited to, the following:

	(a) Implement the Programme for Variable Remuneration in Shares when it deems
it advisable and in the specific form it deems appropriate.

(b) Develop and establish the specific terms and conditions for the Programme
for Variable Remuneration in Shares with respect to everything not envisaged in
this resolution. This includes, but is not limited to, establishing the events
in which the Programme for Variable Remuneration in Shares would be settled
early and declaring the compliance with the conditions that may, where
applicable, be linked to such early settlement.

	 (c) Draw up, subscribe and present any additional communications and
documentation that may be necessary or advisable before any public or private
body in order to implement and execute and settle the Programme for Variable
Remuneration in Shares, including, where necessary, the corresponding protocols.


(d) Engage in any action, declaration or arrangement with any public or private,
domestic or international body or entity or registry to obtain any permit or
verification needed to implement, settle and execute the Programme for Variable
Remuneration in Shares.

(e) Negotiate, agree to and sign counterparty and liquidity contracts with the
financial institutiones it freely designated, under the terms and conditions it
deems suitable.

(f) Draw up and publish any announcements that may be necessary or advisable.

	(g) Draw up, subscribe, grant and, where applicable, certify any kind of
document relating to the Programme for Variable Remuneration in Shares.

(h) Adapt the contents of the Programme to the circumstances or corporate
operations that may occur during its term, relating both to BBVA and the 18 peer
banks mentioned in the description of the Programme, such that it remains under
the same terms and conditions.

(i)	And, in general, engage in any acts and sign any documents that may be
necessary or advisable for the validity, efficacy, implementation, development,
execution, settlement and success of the Programme for Variable Remuneration in
Shares and the previouisly adopted resolutions.

PROPOSED RESOLUTIONS UNDER AGENDA ITEM NINE FOR THE ANNUAL GENERAL MEETING OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. SHAREHOLDERS, TO BE HELD 13TH MARCH 2009.

To re-elect Deloitte, S.L. as auditors for the accounts of Banco Bilbao Vizcaya
Argentaria, S.A. and its consolidated financial Group for 2009. The firm's
offices are registered in Madrid, at 1 Plaza Pablo Ruiz Picasso - Torre Picasso,
and its tax code is B-79104469; it is filed with the Official Registry of
Auditors of Accounts in Spain under number S-0692, and with the Madrid Companies
Registry under tome 13,650, folio 188, section 8, sheet M-54414.



PROPOSED RESOLUTIONS UNDER AGENDA ITEM TEN FOR THE ANNUAL GENERAL MEETING OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. SHAREHOLDERS, TO BE HELD 13TH MARCH 2009

To delegate to the board of directors, with express powers to substitute itself
through the Executive committee or the director(s) it deems pertinent, the most
broad-ranging faculties required under law for the fullest implementation of the
resolutions adopted by this AGM, making any arrangements necessary to obtain due
permits and/or filings from the Bank of Spain, the Financial Policy & Treasury
Department (DGTPF), the Stock Exchange Supervisor (CNMV), the entity charged
with recording book entries, the Companies Registry and any other public- or
private-sector bodies. To such ends, they may (i) establish, complete, develop,
amend, remedy ommissions and adapt the aforementioned resolutions according to
the verbal or written qualifications of the Companies Registry and any competent
authorities, civil servants or institutions; (ii) draw up and publish the
announcements required by law; (iii) grant any public and/or private documents
they deem necessary or advisable; and (iv) engage in any acts that may be
necessary or advisable to successfully implement them and, in particular, to
have them filed at the Companies Registry or in other registries in which they
may be fileable.

Report presented by the Board of Directors of Banco Bilbao Vizcaya Argentaria,
S.A., pursuant to articles 144 of the Companies Act (Consolidated Text approved
under Legislative Royal Decree 1564/1989, 22nd December) with respect to the
proposed inclusion of a new article 53.b in the corporate bylaws, referred to
under agenda item 2.1 of the AGM convened for 12th and 13th March 2009, at first
and second summons, respectively.

This report is filed by the board of directors of Banco Bilbao Vizcaya
Argentaria, S.A. (“BBVA” or the “Bank”), pursuant to article 144.1.a) of the
Companies Act (Consolidated Text approved under Legislative Royal Decree
1564/1989, 22nd December, hereinafter the "Companies Act") with respect to the
proposed inclusion of a new article 53.b in the BBVA corporate bylaws, regarding
the possibility of paying out in kind dividends and the share premium from stock
issuance, and of applying this same procedure to the returning of contributions,
in the event of a share capital reduction.

Reasons for the proposal

The BBVA board of directors deems it advisable for the corporate bylaws to
expressly envisage the possibility that the AGM may resolve to make payments in
kind of dividends, either charged to the year's earnings or to unrestricted
reserves, and to distribute the share-premium account in kind. This possibility
has several precedents in the practices of Spanish mercantile companies.

It is also proposed that this mechanism could be applied, under an AGM
resolution, to the cases in which contributions be returned in the event of a
reduction in share capital.

These possibilities provide greater flexibility in managing the Bank, allowing
greater diversification of the policy for paying out dividends and remunerating
BBVA shareholders.

Whatever the case, the possibility of resolving to pay out and distribute in
kind would be limited, as further guarantee to BBVA shareholders, to cases in
which it is proposed to deliver standardised goods and/or securities that are
sufficiently liquid or susceptible to liquidation. Such condition will be
presumed met when securities are listed or are going to be listed for trading on
a regulated market.

However, it is not deemed to be strictly necessary to include an express
provision in the corporate bylaws regarding this. Since the AGM has sufficient
legal powers to validly approve such distributions, the board of directors
deemed it opportune to establish this amendment to the bylaws in order to endow
such transactions with maximum guarantees. To such effects, it is proposed to
amend the BBVA corporate bylaws by including a new article 53.b that will
expressly cover the possibility described above.

Proposed resolution

The full text of the proposed resolution to include a new article 53.b in the
BBVA corporate bylaws that is being submitted to AGM approval is as follows:

“To include a new article 53.b in the Banco Bilbao Vizcaya Argentaria, S.A.
bylaws, which will read as follows:

Article 53.b

The AGM may resolve the distribution of dividends (either charged against the

year's earnings or against unrestricted reserves) and/or of the share premium,
in kind, provided that the goods or securities being distributed are
standardised and sufficiently liquid or susceptible to liquidation. Such
condition will be presumed met when securities are listed or are going to be
listed for trading on a regulated market.

The regulation in the previous paragraph will also be applicable to the return
of contributions in the event of a reduction in share capital."

This amendment to the bylaws must first obtain any authorisation that may be
demandable under prevailing laws and/or regulations. The board of directors is
expressly delegated the broadest most efficient powers possible at law to obtain
said authorisations and/or any others that may be required to implement and
effect the preceding resolutions. Said powers may be passed on totally or in
part to the Executive committee and/or any of the directors.”

Madrid, 5th February 2009


Report presented by the Board of Directors of Banco Bilbao Vizcaya Argentaria,
S.A., pursuant to articles 144, 153.1.b and 159.2 of the Companies Act
(Consolidated Text approved under Legislative Royal Decree 1564/1989, 22nd
December) with respect to the proposed authority conferred on the board of
directors to increase share capital up to the maximum amount of 50% of the
Bank's share capital at the moment of its approval, with powers to suppress the
pre-emptive subscription rights referred to under agenda item five of the AGM
convened for 12th and 13th March 2009, at first and second summons,
respectively.

This report is filed by the board of directors of Banco Bilbao Vizcaya
Argentaria, S.A. (“BBVA” or the “Bank”) in compliance with articles 144.1.a) and
159.2 of the Companies Act (Consolidated Text approved under Legislative Royal
Decree 1564/1989, 22nd December) with respect to the proposed resolution
presented to the AGM regarding the conferral of authority on the board of
directors to increase share capital by virtue of article 153.1.b) of the
Companies Act, with the power to suppress pre-emptive subscription rights.

Article 144.1.a) of the Companies Act, regarding the amendment of bylaws, with
respect to article 153, makes it obligatory for directors to draw up a written
report justifying the proposed resolution.

1.- Applicable regulations

Article 153.1.b) of the Companies Act enables the General Meeting, with the
requirements established for the amendment of corporate bylaws, to delegate
authority to the directors to resolve to increase share capital, on one or
various occasions, up to a specific figures, according to the timeliness and
amount that they may decide, without first having to consult the General
Meeting. In no event may such increases be greater than half the Company's
capital at the time of authorisation and must be made by cash payments within
the maximum term of five years as of the AGM resolution.
Meanwhile, article 159.2 of the Companies Act provides that, in publicly traded
companies, when the AGM confers authority to increase share capital pursuant to
article 153.1.b) of said act, it may also empower the board of directors to
exclude pre-emptive subscription rights over issues subject to said authority,
when the best interests of the company so require. To such end, it establishes
that express mention of this proposal to exclude pre-emptive subscription rights
must be made in the call to meeting and a directors' report will be made
available to shareholders, justifying the proposal. Likewise, when each
resolution for capital increase is adopted and charged against this authority,
the directors and the account auditors must draw up the reports required under
section 1.b) of the Companies Act, with respect to each specific increase. The
nominal value of the shares to be issued plus, where applicable, the share
premium must correspond with the fair value resulting from said auditors'
report. These reports will be made available to the shareholders and
communicated to the first General Meeting held after the increase resolution.

2.- Reasons for the proposal to grant authority to increase share capital

The board of directors deems that the proposed resolution presented to the AGM
is justified by the advisability of the board having a mechanism, as established
under prevailing regulations on companies, that enables it to resolve one or
various capital increases, without having to call and hold a further General
Meeting, albeit within the limits, terms and conditions that said AGM
determines.

In this regard, article 153.1.b) of the Companies Act provides a flexible
financing instrument, as it enables the AGM to delegate authority on the board
of directors to resolve capital increases within the limits authorised by said
AGM that may be necessary in light of the Bank's requirements and the situation
of international financial markets on which the Bank is operating at any time,
without needing first to call a General Meeting.

Moreover, a broad-ranging authority is proposed to the AGM, as envisaged under
article 153.1.b) of the Companies Act, since the board of directors can decide
what conditions best suit the specific transaction for increasing capital at any
time, as at the time of granting the authority it is impossible for the AGM to
determine the most suitable terms and conditions.

The requirements of enterprises with similar characteristics to BBVA to have an
instrument with these specifications for funding and shoring up capital is made
manifest in the fact that this authority is a habitual resolution included
amongst the proposals that past AGMs have approved, and the fact that similar
authorities are also included amongst the resolutions presented to the AGMs of
the largest companies on the IBEX index.

The way markets operate requires that the governing and management bodies of
mercantile companies, especially publicly traded companies, are able to make use
of the possibilities offered to them by the regulations to find speedy,
efficient responses to needs arising in the economic trading in which large
companies are nowadays engaged. These needs clearly include endowing the Company
with new finance. This is frequently articulated as new contributions raised as
capital.

However, on many occasions it is impossible to determine in advance exactly what
the Company's requirements will be for further capital and anticipate the delays
and
increases in costs that may lead it to request the AGM to increase capital,
making it hard for the Company to respond efficiently and flexibly to market
needs. This makes it recommendable for the board of directors to be able to
employ the mechanism for authorising capital issues established under Spanish
legislation.

At the moment, given the expiry as the maximum term permitted for such
authority, it is proposed that the AGM renew the resolution it adopted at the
BBVA AGM, 28th February 2004, under agenda item two. This renewal is justified
by the need to be able to cover, over time, any potential financial needs the
Bank may have which could be required or necessary in the current financial and
economic environment. This will be done within the limits imposed and in
compliance with the requirements established in the aforementioned article
153.1.b) of the Companies Act.

The authority that legal regulations recognise under article 153 of the
Companies Act is a suitable, flexible mechanism so that at any time, in an
efficacious manner and with agility, the Bank may match its equity funds to any
additional requirements that may arise. Furthermore, taking into account the
current economic environment and the high volatility in the markets, agility in
implementation takes on special importance. It becomes a determining factor in
the success of any attempt to raise additional funding. Market transactions
completed recently have based their success on speedy, agile decision-making and
flexibility in implementing any decisions reached.

With all these aims in sight, the AGM is presented with the proposal to confer
authority on the board of directors, empowering it to increase the Company's
capital up to a maximum nominal amount equal to half the Company's share capital
at the time of granting the authority, allowing it to use this authority on one
or several occasions.

The capital increases made under the authority proposed shall be effected by
issuing new shares and putting them into circulation. These shares may have
voting rights or not, may be ordinary or preferred shares or shares of any other
kind permitted under law, including redeemable shares, whose countervalue shall
be paid up in cash.

The authority thus conferred will also be extended to establishing the different
specific terms and conditions for each share capital issue and the
characteristics of the shares to be issued. This will include establishing that,
in the event of incomplete subscription, the capital will be increased by the
amount of the subscriptions paid up, pursuant to article 161.1 of the Companies
Act, and re-writing the bylaw article reflecting the share capital and applying
for listing of the new shares.

The authority being proposed to the AGM will have a term of five years as of the
date on which the AGM is held.

3.- Reasons for the proposal to grant authority to exclude pre-emptive
subscription rights

As indicated above, article 159.2 of the Companies Act itself envisages the
possibility for the AGM to resolve, when necessary and when adequately justified
and in the best interests of the company, to grant authority to the board of
directors to exclude the pre-emptive subscription rights that the company's
shareholders and bondholders have been granted under article 158 of said act.
This does not necessarily imply that each capital increase made under this
authorisation must be carried out by excluding pre-emptive subscription rights.
Rather, it is perfectly possible for capital increases to be made under the
authorisation with pre-emptive subscription rights.

The power to exclude pre-emptive subscription rights may only be exercised in
those cases in which the company's best interests so require, provided that the
nominal value of the shares to be issued plus, where applicable, the amount of
the share premium on issue, corresponds to the fair market reflected in the
report by an account auditor other than the company's account auditor,
designated by the competent companies registry. Fair value shall mean the market
value, which, unless otherwise justified, shall refer to the listed share price
.
As has been explained, for the board of directors to be able to make efficient
use of the authority to increase capital, in many cases speed and the ability to
select the origin of the funding is important. Given that immediate availability
may be limited in time, it may be necessary to exclude the pre-emptive
subscription rights of shareholders to meet the very objectives of the
transaction. The board considers the objective of creating shareholder returns
to be of utmost importance and deems that failing to exclude said pre-emptive
subscription rights could undermine said returns.

Only the board of directors may estimate at any time whether the suppression of
pre-emptive subscription rights is proportional to the benefits that the company
will obtain in the final instance, so that this suppression will be effected
because it is in the best

interests of the shareholders. The board will always have to comply with the
substantive requirements established by law in this respect.

Although the Companies Act does not in any way limit the AGM's capacity to
confer authority on the board of directors to eliminate pre-emptive subscription
rights, within the maximum limit of 50% of the company's share capital at the
time of authorisation, the board of directors has deemed it more suitable, in
line with international recommendations and tendencies in best market practices,
and in order to help protect shareholders' interests, to limit this power to a
maximum of 20% of the BBVA share capital at the moment of granting the
resolutions, provided that, pursuant to article 159.2 of the Companies Act and
as made manifest in this report, the Company’s best interests are properly
explained to the shareholders.

All in all, the globalisation of the financial markets and the speed and agility
with which they trade, requires the board of directors to have flexible,
suitable instruments to provide adequate response the demands that, at any time,
may be required by the corporate interests. This strategy must include the
aforementioned authority to the board of directors to exclude, where applicable,
pre-emptive subscription rights.

4.- Other considerations

The reasons for conferring authority for these two powers (share capital
increase and exclusion or inclusion of the pre-emptive subscription rights) on
the Company's board of directors stems from financial institutions' need to have
agile mechanisms with which to adapt their funding requirements so that they can
develop their business. For this, they need to maintain suitable levels of
shareholder equity in keeping with their business volumes, their market
situation and the situation of their competitors, taking advantage of any
opportunities that may arise.

Additionally, on the occasion of each issue made under this authority, and at
the first General Meeting to be held after each increase, the board of directors
will make a directors report and a report by an auditor other than the auditor
of the corporate accounts, who shall be appointed by the competent companies
registry available to shareholders, explaining the actions taken under the
authority conferred upon it.

5.- Proposed resolution

The entire text of the proposed resolution to confer authority on the board of
directors, pursuant to articles 153.1.b) and 159.2 of the Companies Act, to
resolve the increase of share capital and the exclusion of the pre-emptive
subscription rights, which is being put to the annual general meeting of
shareholders for approval, is as follows:

“1.- To delegate the board of directors powers as broad as may be necessary
under law, to increase share capital, pursuant to article 153.1.b) of the
Companies Act, within the legal term of five years as of the date on which this
AGM is being held, up to the maximum sum corresponding to 50% of the Company's
share capital at the time of this authority. The board of directors may make an
increase on one or several occasions, for the amount it decides, by issuing new
ordinary or preferred shares with or without voting rights, or shares of any
other kind permitted under law, including redeemable shares with or without
share premium on issue. The board of directors may establish the terms and
conditions of the capital increase, determining the nominal value of the shares
to be issued, their countervalue being payable in cash; the share specifications
and any possible privileges they may confer; the attribution of the right to
redemption and its terms and conditions, and the Company's right to redemption.
Calculations to determine the limit of the maximum amount that may be availed at
any time (in terms of consuming the available limit), shall include the amount
of the capital increases that, where applicable and in order to cover the
conversion of debentures, may be made pursuant to the resolution adopted under
agenda item six of the AGM, 14th March 2008.

To attribute the power to the board of directors to exclude pre-emptive
subscription rights on the share issues made under this authority, pursuant to
article 159.2 of the Companies Act.

Likewise, to attribute to the board of directors the power to freely offer the
shares not subscribed within the pre-emptive subscription period(s), when any
such period is granted, and to establish that in the event of incomplete
subscription the capital will be increased by the amount effectively subscribed,
pursuant to article 161.1 of the Companies Act and the new wording of article 5
of the corporate bylaws.

All this will be done pursuant to applicable legal and bylaw provisions at any
time, and conditional on obtaining due permits.

2.- Likewise, it is resolved to request the listing of any shares that may be
issued by virtue of the above resolution for trading on domestic and
international securities exchanges on which the Bank shares are listed at the
time when each capital increase is made, subject to compliance with any
applicable regulations. To such end, the board of directors is given authority,
with express powers to substitute itself through the Executive committee or the
director(s) or Company proxy(ies) it deems pertinent, to grant any documents and
engage in any acts that may be necessary, including any act, declaration or
arrangement before the competent authorities of the United States of America for
the listing of the shares represented as ADSs or any other competent authority.
3.- Likewise, to authorise the board of directors, in compliance with article
141 of the Companies Act, to pass on to the Executive committee the powers
delegated to it by the AGM regarding the aforementioned resolutions, with
express authority for substitution by the chairman of the board (CEO), the chief
operating officer (COO) or any other director or proxy of the Bank.”

Madrid, 5th February 2009

Report presented by the Board of Directors of Banco Bilbao Vizcaya Argentaria,
S.A., for the purposes established under articles 144 and 164 of the
Consolidated Companies Act (consolidation of text approved under Legislative
Royal Decree 1564/1989, 22nd December) regarding the resolution authorising the
Company to directly or indirectly acquire treasury stock and, where applicable,
reduce the share capital, referred to under agenda item seven of the Annual
General Meeting, convened for 12th and 13th March 2009 at first and second
summons, respectively.

Articles 74 and following in the Companies Act permit Spanish companies'
portfolios, either directly or through their subsidiaries, to hold shares issued
by the company itself. However, to do so, they must comply with the requirements
established under said articles.

Once the derivative acquisition of treasury stock has taken place, there are
various legally established mechanisms by which to reduce or eliminate the
company's treasury stock: The company may opt to redeem said stock or sell the
shares on the market.

When deciding which mechanism to use, the market conditions must be taken into
account, as these may be unfavourable for selling treasury stock directly to the
market.

As it is impossible to determine a priori which of the mechanisms is most
advisable, and in the absence of elements that make it possible to make a
reasoned decision regarding the most suitable method at this moment, it is
proposed to authorise the board of directors to evaluate and decide on these
issues whenever they may arise.

Redemption of the treasury stock will require an AGM resolution to reduce
capital.

Given that it is opportune and advisable to carry out this financial transaction
as a function of the changing circumstances influencing the securities market,
the socio-economic context, the financial situation and the objectives and
policy of the company itself, which means that it is not possible now to
determined its specific terms and conditions, the resolution to reduce capital
must be conceived with broad-ranging criteria. The board of directors is
delegated a set of powers in order to make this option possible, including the
power to determine the amount of the reduction and whether it be earmarked to a
restricted reserve, pursuant to number 3 of article 167 of the Companies Act or
an unrestricted reserve, in which case it must comply with the legal
requirements to guarantee creditors.

Pursuant to the Companies Act, the resolution being proposed also envisages the
possibility of the treasury stock being delivered to Company workers, managers
and/or directors, when there is a recognised entitlement, either directly or as
a consequence of the option rights that they may hold.

Thus, the treasury stock may serve to meet commitments to deliver shares that
the Company has undertaken with its employees, managers and directors in the
remuneration schemes already submitted to the consideration of the AGM or any
other that may be established in the future.

The aim of this resolution is to endow the Company with suitable instruments to
operate on domestic and international financial markets under equal conditions
with the rest of the financial institutions trading on them, and thus safeguard
the best interests of the Company and its shareholders.

This report is issued in compliance with articles 144 and 164 of the Companies
Act.

Madrid, 5th February 2009


BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
AND COMPANIES COMPRISING THE BANCO BILBAO VIZCAYA ARGENTARIA GROUP
EXPLANATORY REPORT ON THE MANAGEMENT REPORT
FOR THE YEAR ENDING
31st DECEMBER 2008

In compliance with article 116.b of the Securities Market Act, this explanatory
report has been drawn up with respect to the following aspects:

	a) Capital structure, including securities not traded on the regulated EU
market, with indication, where applicable, of the different classes of shares
and, for each class of shares, the rights and obligations they confer and the
percentage of total share capital they represent:

At 31st December 2008, BBVA share capital stood at €1,836,504,869.29, divided
into 3,747,969,121 nominative shares each with a face value of €0.49, all of the
same class and series, fully subscribed and paid up and represented by account
entries. On 10th September 2007, the capital increase approved by the
Extraordinary General Meeting of shareholders, 21st June 2007, was executed by
the issue of 196,000,000 ordinary shares of the same class and series as those
already in existence. This issue was made for settlement of the consideration
agreed for the acquisition of Compass Bancshares, Inc.'s total share capital. At
31st December 2008 there were no significant capital increase procedures in any
of the Group entities.

All the shares in BBVA's capital bear the same voting and economic rights. There
are no distinct voting rights for any shareholder. There are no shares that do
not represent capital.

BBVA shares are traded on the continuous market of the Spanish securities
exchanges and on the Frankfurt, London, Zurich, Milan and Mexico markets.

BBVA American Depositary Shares (ADS) are traded in New York and also on the
Lima exchange (Peru) under an exchange agreement between both markets.

Additionally, at 31st December 2008, the shares of BBVA Banco Continental, S.A.,
Banco Provincial S.A., BBVA Colombia, S.A., BBVA Chile, S.A., BBVA Banco
Francés, S.A. and AFP Provida were traded on their respective local securities
markets, and the BBVA Banco Francés, S.A. and AFP Provida shares were also
traded on the New York exchange. BBVA Banco Francés, S.A. is also listed on the
LatAm market at the Bolsa de Madrid.

	b) Any restriction on the securities' transferability

There are no legal or bylaw restrictions on the free acquisition or transfer of
shares in the company’s capital other than those established in articles 56 and
following in Act 26/1988, 9th July, on discipline and oversight in financial
institutions, which establish that any individual or corporation intending to
directly or indirectly acquire a significant holding in a Spanish financial
institution or to divest a significant holding, must first inform the Bank of
Spain. The Bank of Spain will have a maximum of three months as of the date on
which it is informed, to challenge the transaction intended, where applicable.

	c) Significant direct or indirect holdings in the capital

At 31st December 2008, BBVA was not aware of any significant holdings in its
share capital, except that owned by Mr Manuel Jove Capellán, who on said date
held 4.343% of BBVA's share capital through the companies, Inveravante
Inversiones Universales, S.L., Doniños de Inversiones, SICAV, S.A. and Bourdet
Inversiones, SICAV, S.A. The drop in Mr Manuel Jove's holding in BBVA from the
5.01% he held at year-end 2007, according to the filing to the CNMV, 11th
December 2008, corresponds to a securities loan deal (specifically against
25.000.000 shares) carried out pursuant to additional provision 18 in Act
62/2003, 30th December. In due time, the cancellation of the loan would mean
that Mr Jove can recover his previous 5.01% holding.


Moreover, on 31st December 2008, State Street Bank and Trust Co., Chase Nominees
Ltd, the Bank of New York International Nominees and Clearstream AG, as
international custodian/depositary banks, held 4.62%, 4.15%, and 3.40% of BBVA's
share capital, respectively.

	d) Any restriction on voting rights.

There are no legal or bylaw restrictions on the exercise of voting rights.

	e) Paracorporate pacts

To 31st December 2003, BBVA has not received any information of extracorporate
agreements including the regulation of the exercise of voting rights at its
general meetings or restricting or placing conditions on the free
transferability of BBVA shares.

	f) Rules applicable to the appointment and substitution of members of the
governing body and the amendment of the corporate bylaws

Appointment and Re-election

The rules applicable to the appointment and re-election of members of the board
of directors are laid down in articles 2 and 3 of the board regulations, which
stipulate that members shall be appointed to the board by the AGM without
detriment to the Board’s right to co-opt members in the event of any vacancy.

In any event, persons proposed for appointment as directors must meet the
requirements of applicable legislation in regard to the special code for
financial institutions, and the provisions of the corporate bylaws.

The Board of Directors will put its proposals to the Company AGM in such a way
that there is an ample majority of external directors to executive directors on
the board and that the number of independent directors accounts for at least one
third of the total seats.

The proposals that the board submits to the Company’s AGM for the appointment or
re-election of directors and the resolutions to co-opt directors made by the
board of directors shall be approved (i) at the proposal of the Appointments &
Remuneration committee in the case of independent directors and (ii) on the
basis of a report from said committee in the case of all other directors.

The Board’s resolutions and deliberations on these matters shall take place in
the absence of the director whose re-election is proposed. If the director is at
the meeting, she/he must leave.

Directors shall remain in office for the term defined by the corporate bylaws
under a resolution passed by the AGM. If they have been co-opted, they shall
work out the term of office remaining to the director whose vacancy they have
covered through co-option, unless a proposal is put to the AGM to appoint them
for the term of office established under the corporate bylaws.

Termination of directorship

Directors shall resign their office when the term for which they were appointed
has expired, unless they are re-elected.

Directors must apprise the board of any circumstances affecting them that might
harm the Company’s reputation and credit and, in particular, of any criminal
charges brought against them, and any significant changes that may arise in
their standing before the courts.

Directors must place their office at the disposal of the board and accept its
decision regarding their continuity in office. Should the board resolve they not
continue, they shall accordingly tender their resignation.

Directors will resign their positions on reaching 70 years of age. They must
present their resignation at the first meeting of the Bank’s board of directors
after the AGM that approves the accounts for the year in which they reach this
age.


Changes to the corporate bylaws

Article 30 of the BBVA corporate bylaws establishes that the AGM has the power
to amend the corporate bylaws and to confirm or rectify the manner in which the
board has interpreted them.

To such end, the regime established under articles 144 and following of the
Companies Act will be applicable.

The above paragraph notwithstanding, two-thirds of the capital subscribed with
voting rights must attend the AGM at first summons, or 60% of said capital at
second summons in order to validly adopt resolutions on any change in the
corporate object, transformation, total break-up or winding up of the company
and amendment of this second paragraph of this current article.

	g) Powers of board members and, in particular, those relating to the
possibility or issuing or buying back shares.

The executive directors have broad-ranging powers of representation and
administration in keeping with the characteristics and needs of the posts they
hold.

Regarding the board of directors' capacity to issue BBVA shares, the AGM, 28th
February 2004, resolved to confer authority upon the board of directors,
pursuant to article 153.1.b) of the Companies act, with powers to resolve, on
one or on several occasions, to increase capital up to the maximum nominal
amount representing 50% of the Company's subscribed and paid-up share capital on
the date on which the resolution is adopted, ie, €830,758,750.54. The directors
may use this authority to increase capital for the term established by law,
namely 5 years. BBVA has only drawn against this resolution to date in November
2006, for the sum of €78,947,368.22.

Since five years have ensued since said authority was conferred, the board of
directors has resolved to propose to the AGM, 13th March 2009, that it renew the
authority for a further five-year period.

Likewise, the Bank's AGM, 14th March 2008, resolved to confer authority to the
board of directors, for five years, to issue securities convertible and/or
exchangeable for the Bank's shares for up to a maximum of €9 bn (9,000,000,000
euros), establish the various aspects and terms and conditions of each issue,
including authority to exclude or not exclude the pre-emptive subscription
rights pursuant to article 159.2 of the Companies Act, determine the bases and
modalities of the conversion and increase share capital by the amount required.

Moreover, the AGM, 14th March 2008, pursuant to article 75 of the Companies Act,
authorised the Company to acquire Banco Bilbao Vizcaya Argentaria, S.A. shares,
directly or through any of its subsidiaries, during a maximum of eighteen
months, at any time and on as many occasions as it deems timely, by any means
accepted by law. The board of directors will once again propose to the AGM, 13th
March 2009, that it adopt this resolution.

	h) Significant agreements reached by the company that come into force, are
amended or conclude in the event of a change in the control of the company
stemming from a public takeover bid, and its effects, except when such
disclosure may be seriously harmful to the company. This exception will not be
applicable when the company is legally obliged to make this information public.

No agreement is known that could give rise to changes in the control of the
issuer.

i) Agreements between the Company and its directors and managers and employees
who are entitled to compensation when they resign or are unfairly dismissed or
if their employment relationship terminates due to a public takeover bid.

The contracts of the executive directors in the Bank (chairman & CEO, president
& COO and director & company secretary) recognise their right to receive
compensation in the event of severance on grounds other than their own will,
retirement, disability or severe dereliction of duty. The amount and the terms
and conditions of this compensation are detailed in Note 54 to this report.


Moreover, the Bank recognises the right of some members of its management team,
51 executives, to receive compensation in the event of severance on grounds
other than their own will, retirement, disability or severe dereliction of duty.
The amount of this compensation will be calculated firstly as a function of
their annual remuneration and their seniority in the company and then as a
function of any amounts for which they have accumulated rights in each case.

The Bank has also agreed compensation clauses with some employees (50 members of
the technical and specialist staff) in the event of unfair dismissal. The amount
of this compensation is calculated as a function of the wage and professional
conditions of each employee.

BBVA Board of Directors' Remuneration Policy

5th February 2009

Section                                                              Page

Introduction 							        2
Scope 								        2
Frame of reference for BBVA corporate governance 		        2
Appointments & Remuneration Committee 				        3
General principles informing the BBVA directors' remuneration policy 	6
Remuneration policy for executive directors			 	6
Remuneration policy for non-executive directors 			8
Remuneration system for executive BBVA directors 			10
Fixed remuneration 							10
Variable remuneration 							11
Long-term incentives 							13
Distribution of total annual remuneration (fixed and variable pay) 	16
Corporate pension-insurance scheme 					18
Other remuneration 							19
Main characteristics of the executive directors' contracts with BBVA 	20
Remuneration system for non-executive BBVA directors 			20
Fixed remuneration 							21
Remuneration system with deferred delivery of shares 			22
Total remuneration of the board and future policy 			25

Introduction

Scope

This report deals with the remuneration policy of Banco Bilbao Vizcaya
Argentaria, S.A. for the members of its board of directors. It is presented
pursuant to the principles of maximum transparency and information regarding the
Bank's remuneration. The Bank applies these principles in all its documents
providing public information, as established under its bylaws. It tries to
separate out the remuneration of executive directors (ie, directors who have
permanent powers of administration, have senior management duties and/or are
employees of the Bank or its Group companies) from that of the non-executive
directors, who are responsible for decision-making in the Company’s governing
bodies.

The report contains a description of the core principles of the Bank's
remuneration policy with respect to executive and non-executive board members,
and a detailed presentation of the different elements comprising their
remuneration. It was drawn up on the basis of BBVA's corporate bylaws and the
board regulations.

Frame of reference for BBVA corporate governance

The BBVA board of directors is conscious of the importance of a good corporate
governance system to run the structure and operation of its corporate bodies in
the best interests of the company and its shareholders. One of BBVA’s main
objectives is to create long-term value. A suitable system of corporate
governance is one of the mainstays of such value.

The bank’s board of directors is subject to regulations that reflect and develop
the principles and elements that shape BBVA’s system of corporate governance.
These comprise standards for the internal regime and for running the board and
its committees, while also establishing the rights and obligations of directors
in performance of their duties, which are contained in the directors’ charter.

The board regulations reserve powers to the board to adopt resolutions on the
remuneration of directors and, in the case of executive directors, any
additional remuneration for their executive duties and other terms and
conditions contained in their contracts.

Shareholders and investors may find these on the company website (www.bbva.com).

According to best corporate governance practices worldwide, the BBVA board of
directors has established several committees to help it carry out its mission
most efficiently. These committees provide help on issues related to their
particular area of competence.

To such end, the board of directors has constituted the committees listed below,
appointing the following members to each of them:

Board Committees

Full name 		           Executive Audit &  Appointments &
		                   Committee Compliance Remuneration   Risks

Francisco González Rodríguez 		*
José Ignacio Goirigolzarri Tellaeche 	*
José Maldonado Ramos						 	*
Tomás Alfaro Drake 					*
Juan Carlos Álvarez Mezquíriz 		* 				*
Rafael Bermejo Blanco 					* 		*
Richard C. Breeden
Ramón Bustamante y de la Mora 			* 			*
José Antonio Fernández Rivero 						*
Ignacio Ferrero Jordi 			* 				*
Román Knörr Borrás 			*
Carlos Loring Martínez de Irujo 			* 		*
Enrique Medina Fernández 		* 				*
Susana Rodríguez Vidarte 				* 		*

This system of organisation requires many meetings to be held both by the board
and its committees, covering a vast body of materials. It thus demands special
dedication from the board and committee members, including non-executive
directors. The amount of work required, along with the responsibility inherent
to the post and the regime regarding incompatibilities imposed by the Bank’s
board regulations, constitute the underlying elements of the remuneration scheme
for the non-executive directors.

Appointments & Remuneration Committee

For the purposes of this report, the Appointments & Remuneration committee is
one of the key committees, helping the board in business relating to directors'
appointment and pay. These powers are attributed to the committee under the
board regulations, which state that the committee must ensure enforcement of the
remuneration policy that the Bank has established.

This committee is made up of a minimum of three members, who are appointed by
the board of directors. All the committee members must be external directors,
with a majority of independent directors. Its chairman must be an independent
director.

The Appointments & Remuneration committee comprised four directors on 31st
December 2008, all independent. Their names, posts and appointment- and
re-election dates are given below:

Full name 				Post 	Date of	     Date re-election
						appointment
Carlos Loring Martínez de Irujo Chairman 	30.Mar.2004 	28.Mar.2007
Juan Carlos Álvarez Mezquíriz 	Member 	28.Feb.2002 		28.Mar.2007
Ignacio Ferrero Jordi 		Member 	28.Jan.2000 		28.Mar.2007
Susana Rodríguez Vidarte 	Member 	28.Mar.2007

The committee meets as often as necessary to comply with its duties, convened by
its chairman. During 2008 the Appointments & Remuneration committee met 5 times.


Pursuant to article 33 of the board regulations, the Appointments & Remuneration
committee has the following tasks:

• It formulates proposals to the board that the board can then put to the AGM
for the appointment and re-election of independent directors. And it issues the
corresponding report to the board in the case of all other directors.

To such end, the committee must evaluate the skills, knowledge and experience
that the Board requires, as well as the profile that candidates should meet in
order to fill any vacancies arising. It assesses the dedication required for
suitable performance of their duties in light of the needs that the Company’s
governing bodies may have at any time.

The committee shall ensure that when filling new vacancies, the selection
procedures are not marred by implicit biases that could hinder the selection of
female directors, trying to ensure that women who display the professional
profile being sought are included on the shortlists.

When drawing up proposals for the appointment and re-election of directors, the
committee shall take into account any applications that may be made by any Board
member for potential candidates to fill the vacancies, to see if they are
suitable.

• Should the chairmanship of the board or the post of chief executive officer
fall vacant, the commission must examine or organise the succession of the
chairman and/or chief executive officer. It will do this in the manner it deems
suitable and then put its proposals to the board for an orderly, well-planned
succession.

	• It proposes the remuneration system for the Board of Directors as a whole, in
accordance with the principles established in the corporate bylaws. This system
shall deal with the system’s items, amounts and method of payment.

• It determines the extent and amount of the remuneration, entitlements and
other economic rewards for the chairman, the chief operating officer and other
executive directors of the Bank, so that these can be reflected in their
contracts. The committee’s proposals on such matters shall be submitted to the
board of directors.

• It submits an annual report on the directors' remuneration policy to the board
of directors.

• It reports the appointments and severances of senior managers and proposes
senior-management remuneration policy to the board, along with the basic terms
and conditions for their contracts.

• It carries out all other tasks conferred on it under the board regulations or
by specific board resolutions. These include the procedure for assessing the
committee’s performance and the performance of the chairman of the board and the
procedure for appointment and severance of the secretary of the board.

In performance of its duties, the Appointments & Remuneration committee must
consult with the chairman of the board and, where applicable, the chief
executive officer, especially with respect to matters related to executive
directors and senior managers.
In accordance with the BBVA board regulations, the committee may ask people with
knowledge or responsibilities related to its business within the Group to attend
its meetings. It may also receive help from external advisors when this is
required to establish an informed opinion on issues falling within its scope.

With these duties, the Appointments & Remuneration committee plays an essential
role with respect to remuneration issues for the Bank's board of directors. This
is further explained in the sections that follow.

In reaching its decisions on remuneration issues, the Appointments &
Remuneration committee and the board of directors in 2007 has received advice
from the in-house BBVA services and market information and advice from the big
global consultancy firms working on directors’ and senior-managers’
remuneration, such as Watson Wyatt Worldwide and Towers Perrin. Watson Wyatt has
also helped the Appointments & Remuneration committee to draw up this report.

General principles informing the BBVA directors' remuneration policy

BBVA considers that the remuneration system is a key element in creating value.
It thus has a remuneration scheme based on the reciprocity of value for
employees and for the Group in line with the interests of shareholders. The
system reflects the very latest standards and principles of best Spanish and
international practices in good governance, which have been suitably adapted to
the Bank’s specific structure and circumstances.
BBVA’s remuneration system is informed by the following principles:

	• Reward the level of responsibility and achievement of results.

• Ensure equity within the Group and competitiveness outside it.

• Benchmark performance against the market using analyses from prestigious
human-resource consultancy firms.

• Attract and retain the best professionals.

The remuneration system is applied to the entire BBVA staff, adapted to
different posts according to their levels of responsibility and professional
development. The characteristics of the members of BBVA governing bodies and
senior-management structures are taken into account.

BBVA’s remuneration policy for members of the board of directors thus
distinguishes between the remuneration of executive directors and non-executive
directors.
Remuneration policy for executive directors
The system established to remunerate executive directors places a premium on
their executive duties. It applies remuneration items used worldwide by the big
listed international corporations to pay their senior staff.

These items are included in article 50.b of the BBVA bylaws and correspond with
those applicable to its senior management as a whole.

The remuneration policy for executive directors is aligned with the Group’s
general remuneration policy for all staff. It is structured to reflect the
prevailing context in which the Bank operates and the Bank’s performance. It
considers the following factors, amongst others:

	• Fixed annual remuneration, taking into account the level of responsibility
the post’s duties entail and ensuring this remuneration is competitive with
remuneration paid for equivalent posts in the main international banks in Europe
and the USA.

• Variable annual remuneration linked to the Group’s results. The amount of this
remuneration is subject to achieving specific quantifiable targets, aligned
directly with shareholders’ interests.

	• A long-term incentive linked to targets for medium- and long-term value
creation for the Group.
Remuneration policy for non-executive directors
The remuneration policy for non-executive directors is regulated under article
53 of the corporate bylaws "Application of earnings", which establishes the
following:

“From the proceeds obtained during the financial year, the net profit shall be
calculated by deducting all general expenses, interest, bonuses and taxes, as
well as any sums that must be charged to regularisation provisions and
depreciation.

The resulting profit, after the charges referred to in the previous paragraph,
will be distributed in the following order:

a)	Appropriations to pension reserves and provisions required by current
legislation and, as may be the case, the minimum dividend mentioned in article
13 hereof.

b)	A minimum of four per cent of the paid-up capital to be paid out as a
dividend for shareholders, in accordance with article 130 of the Companies Act.

	c) Four per cent of the paid-up capital as remuneration for the services of the
board of directors and of the Executive committee, except where the board
resolves to reduce that percentage in years when it considers this appropriate.
The resulting figure shall be at the disposal of the board of directors for
distribution amongst its members at such time, in such manner and in such
proportion as the board may determine. The payment may be made in cash or,
following an AGM resolution pursuant to the Companies Act, in shares or share
options or through remuneration indexed to the value of the shares.

	Said sum may only be paid after the shareholders have been allocated the
minimum dividend of four per cent indicated in the previous paragraph.”


	The remuneration policy for non-executive directors is not intended to reward
attendance at meetings via per diem payments. Rather, it is based on criteria
measuring responsibility, dedication and incompatibilities inherent to each post
held. There are two elements to said policy:

	• Fixed annual remuneration for occupying a seat on the board and another fixed
sum for belonging to its different committees. Greater weighting is applied to
chairing committees, and the relative nature of the duties of each committee is
also taken into account.

	• A scheme comprising deferred delivery of shares. Beneficiaries are allocated
a number of theoretical shares to be delivered to them, where conditions are
met, on the date on which they leave the board for any cause other than
dereliction of duties. This scheme is in line with best international practices
in corporate governance.


Remuneration system for executive BBVA directors

As indicated above, the structure of executive-directors’ remuneration is
regulated under article 50.b of the Bank’s bylaws. It is in line with the
general policy for senior-management remuneration.

BBVA’s executive directors are entitled to be remunerated for performance of
their duties with a fixed sum reflecting the services and responsibilities of
their posts. They are also entitled to a variable supplementary amount and to
the bonuses paid under reward systems for the Bank’s senior management as a
whole. These may include the delivery of shares or share options or remuneration
indexed to the share performance. Article 50 also establishes that directors
shall be beneficiaries of pension and annuity schemes, insurance policies and
social security. In the event of severance not due to dereliction of duties,
directors will be entitled to indemnity.

The contracts signed with each independent director determine their respective
remunerations, entitlements and economic rewards, comprising the items
established under said article 50.b of the corporate bylaws. Below is a detailed
analysis of such items:

Fixed remuneration

Each year, the Appointments & Remuneration committee considers the possible
updating of the executive directors' fixed remuneration, applying the parameters
from article 50.b of the bylaws, on the basis of analyses and studies intended
to establish the most suitable remuneration levels.

The committee takes other factors into account, such as the average increase in
the remuneration of Management committee members and the specific
characteristics of each post, as well as the information supplied by the main
consultancy firms working in management-remuneration policy worldwide:

	• Report on market practices in paying executive and non-executive directors in
Spain, UK, France, Switzerland and the United States.

• Analysis of market practices for remunerating executive directors, including a
ranking of BBVA executive directors against market practices, ie, against its
peer group in USA, Europe and the Eurotop 100.

The committee determines the fixed remuneration payable to each executive
director and then puts its proposal to the board for approval, with the
acquiescence of the executive directors.

The board, at the proposal of the Appointments & Remuneration committee,
resolved at its meeting, 5th February 2009, that this year it would not update
the fixed remuneration of the

executive directors. Consequently, the figures for their remuneration will
continue to be as follows:

Chairman & CEO: 			€1,927,706
President & COO: 			€1,425,448
Director & Company Secretary	          €665,693

The annual changes in the executive directors' fixed remuneration are shown
below:

                              2009 			2008 		2007
                        Amount % change 	Amount  % change 	Amount
Chairman & CEO 		1,927,706 	0% 	1,927,706    5.5%   €1,827,209
President & COO 	1,425,448 	0% 	1,425,448    5.5%   €1,351,136
Director &Company Secretary   665,693 	0% 	  665,693    7%       €622,143

Variable remuneration

The standards for variable incentives applicable to executive directors were
approved by the board of directors, 25th July 2006, on the basis of an analysis
provided by the Appointments & Remuneration committee. They use the same
elements established under the general system for the Group’s senior management.
The specificities of each executive director’s situation makes it impossible to
apply a totally standardised system, so a scheme had to be established for each
case, using a corporate framework in which targets are established and the
individual performance of each executive director is evaluated accordingly. In
some cases, multipliers applicable to senior management incentives are added.

The targets to be considered are determined by the Appointments & Remuneration
committee on the basis of information on the metrics of variable annual
remuneration in the large European banks and its performance over time. These
are then submitted to the approval of the board of directors.

The targets are linked to the Group's targets for earnings, cost-income ratio
and specific task-related indicators, with the following weighting for each:


                 Group recurrent	Group cost- 	Specific task-
                 economic profit   	income ratio   related targets

Chairman & CEO 		70% 			30%
President & COO 	70% 			20% 		10%
Company Secretary 	50% 					50%

BBVA chose economic profit as the main indicator for measuring the Group’s
earnings performance in order to set remuneration because it provides the most
suitable way of measuring the value obtained by shareholders in each of the
Group’s 30 businesses. Returns are corrected on a standardised basis in this
benchmark to reflect the real risks incurred in each business and the market
cost of said risk. This makes it possible to bring the interests of the
management even closer into line with those of the shareholders.

Technically speaking, the economic profit is obtained by taking the adjusted
profit and subtracting the return on the capital employed in each business
multiplied by the cost of said capital, or the expected rate of return for
investors. The economic profit is different from the profit booked to the
accounts, as it uses market criteria rather than the regulatory accrual criteria
for certain kinds of transaction. Conceptually, economic profit is the profit
generated over and above market expectations regarding capital yields.

In order to determine the variable annual remuneration as a function of
achievement of these targets, scales have been established for each indicator on
the basis of market data. These track the growth of the most moderate variable
remuneration used in general market practices for equivalent earnings growth, as
reflected in the analytical studies mentioned above.

To such end, and in the same manner as for other senior-management staff, a
multiplier is applied to reward performance that has surpassed the targets
allocated.

The variable remuneration system described above has been applied to the
executive directors in 2008 and will also be applied in 2009.

Considering all the above elements, the table below gives details of the
variable annual remuneration payable to executive directors in 2006, 2007 and
2008.

                       2008(*) 			2007(*) 		2006(*)
                 Amount   % change 	Amount     % change 	Amount
Chairman & CEO 	3,415,561   -10.15% 	€3,801,565 16.80%      €3,254,892
President & COO 2,861,026   -10.12% 	€3,183,304 16.60%      €2,730,163
Director & Company  814,521  -8.11%       €886,435 11.67%        €793,771
Secretary

(*)2008 data correspond to the variable remuneration accrued in 2008 and payable
in February 2009.
2007 data correspond to the variable remuneration accrued in 2007 and payable in
February 2008.
2006 data correspond to the variable remuneration accrued in 2006 and payable in
February 2007.

Long-term incentives

In order to motivate and reward members of the management team, focussing them
on medium- and long-term value creation targets, BBVA has established a
long-term incentive plan for 2006-2008. Its content and application were
approved by the Company’s AGM, 18th March 2006.
The plan is addressed to the BBVA management team, including the executive
directors and the members of the Management committee as of 1st January 2006,
although new members may be incorporated and earlier beneficiaries leave the
scheme whilst it is in force.

At the beginning, the plan allocated each beneficiary a number of theoretical
shares, which will be used as proxy for the BBVA shares to be delivered at the
end of the plan. These theoretical shares are not considered shares for legal
purposes, and they never provide voting or economic rights over Bank shares. It
is only when the plan ends and the settlements liquidated that BBVA shares are
given to the plan's beneficiaries.

The number of theoretical shares allocated to the executive directors, pursuant
to the AGM resolution, was as follows: 320,000 theoretical shares for the
chairman & CEO; 270,000 for the president & COO and 100,000 for the director &
Company secretary.

The number of BBVA shares given to the beneficiaries at the end of the plan will
depend on the performance of the Bank’s total shareholder return (TSR) during
the 2006-2008 period, benchmarked against the TSR of the European peer banks
selected at the beginning of the plan. These banks were selected in view of
their market cap, diversification of their business and geographical
positioning.

The AGM resolution approving the long-term incentive plan empowered the board of
directors to adapt its contents to the context and any corporate transaction
that might occur whilst it was in force, both with respect to BBVA and its peer
banks. Given that certain corporate activities have impacted on one of the peer
banks, the board resolved to exclude it from the peer-group list, so that the
plan can be applied without distorting the terms and conditions initially
approved.
The list of peer banks now stands as follows:

Bank 			Country 	Bank 			Country
BNP 			France 		Barclays 		UK
Société Générale 	France 	      Halifax Bank of Scotland 	UK
Deutsche Bank 	       Germany 	      Lloyds TSB Group 		UK
Unicredito Italiano 	Italy 		Royal Bank of Scotland 	UK
Santander 		Spain 		UBS  			Switzerland
Intesa Sanpaolo 	Italy 		Credit Suisse 		Switzerland
Credit Agricole 	France


The TSR target reflects the importance that BBVA places on aligning the
remuneration of its management team with the value it generates for
shareholders.

To determine TSR and in order to avoid atypical fluctuations in the indicator,
the benchmark at the beginning and at the end of the plan is the rolling average
of the listed price of the banks’ shares over 31 trading sessions.

These 31 trading sessions include the session on the initial date and the final
date of the plan, and the 15 sessions prior to and the 15 session following
these dates.

A multiplier coefficient is used, reflecting the ranking BBVA achieves on the
TSR benchmarking tables alongside its peer banks at the end of the plan. This
multiplier was applied to the number of theoretical shares initially allocated
to each beneficiary, to determine how many BBVA shares to award to each of them.


This multiplier was amended downwards under a board resolution in light of the
changes in the peer group explained above. It now stands as follows:

TSR Ranking 2006-2008 	Multiplier coefficient
1st 				2
2nd			 	1.56
3rd 				1.42
4th 				1.33
5th 				1.14
6th 				1.04
7th 				0.95
8th 				0.85
9th 				0.76
10th 				0.62
11th 				0.48
12th 				0.44
13th 				0
14th 				0

Given that on the date on which the plan ended, BBVA ranked third relative to
the TSR of its European peer group of banks during the 2006-2008 period, the
multiplier applicable to the number of theoretical shares allocated to each
beneficiary is 1.42.

Consequently, applying the multiplier to the number of theoretical shares
initially allocated to each beneficiary gives the number of shares to which each
of the executive directors is entitled under the plan. This number is as
follows:

                 Number of theoretical	Coefficient   Number of shares
                   shares allocated    	Multiplier
Chairman & CEO 		320,000 	1.42 		454,000
President & COO 	270,000 	1.42 		383,400
Director & Company Secretary 	100,000 1.42 		142,000

The settlement of the long-term remuneration plan in shares for 2006 to 2008
entails the delivery of the shares to which each beneficiary is entitled during
the first quarter of 2009. This settlement will be put to the consideration of
the Bank's AGM, to be held 13th March 2009.

BBVA deems it advisable to continually have a variable incentive policy running
over several years for its management team. It considers this a mainstay of its
remuneration policy.

Thus, once the long-term 2006-2008 plan expired, the board resolved to propose
the AGM approve a new programme for variable remuneration over several years
through the delivery of shares. The programme would be applicable to the Group
senior management, including the executive directors. It would benchmark the
Bank's Total Shareholder Return (TSR) against that of its peer group of European
banks, such that the remuneration of the executives will be brought into line
with the interests of the shareholders. It is based on general recommendations
and best practices in remuneration.

Distribution of total annual remuneration (fixed and variable pay)

The tendency in total pay for executive directors over the last few years has
been to evolve towards best market practices, annually increasing the proportion
of variable to fixed remuneration.

The relative importance of the annual variable remuneration items compared
against the fixed items during the last three years for the three executive
directors (CEO & chairman, president & COO and director & company secretary) is
given below:



Presidente38,80%35,95%33,65%61,20%64,05%66,35%0%10%20%30%40%50%60%70%80%90%100%200620072008Retribución
fijaRetribución variable anual
Consejero
Delegado35,84%33,11%30,93%64,16%66,89%69,07%0%10%20%30%40%50%60%70%80%90%100%200620072008Retribución
fijaRetribución variable anual
Consejero Secretario
General45,28%43,94%42,89%54,72%56,06%57,11%0%10%20%30%40%50%60%70%80%90%100%200620072008Retribución
fijaRetribución variable anual

NB: The figures for variable remuneration correspond to those actually received
in each year. The remuneration for 2006 does not include the amount from the
pluri-annual incentive scheme corresponding to 2003-2005 as this was paid in
2006. The LTI (long-term incentive) item includes the annualised amount of the
settlement of the LTI 2006-2008, considering a multiplier of 1.42 over the
theoretical shares allocated, taking the BBVA share price to be that on the
final day of the plan, 30th December 2008, when the listed price was €8.66 per
share.

The total remuneration of the executive directors is distributed as follows over
the different elements of pay:


Presidente30,02%28,58%27,38%47,35%50,91%53,99%22,63%20,52%18,63%0%10%20%30%40%50%60%70%80%90%100%200620072008Retribución
fijaRetribución variable anualILP
Consejero
Delegado27,39%26,04%24,94%49,05%52,62%55,70%23,56%21,33%19,36%0%10%20%30%40%50%60%70%80%90%100%200620072008Retribución
fijaRetribución variable anualILP
Consejero Secretario
General34,32%34,07%33,93%41,48%43,47%45,18%24,20%22,45%20,89%0%10%20%30%40%50%60%70%80%90%100%200620072008Retribución
fijaRetribución variable anualILP

NB: The figures for variable remuneration correspond to those actually received
in each year. The remuneration for 2006 does not include the amount from the
pluri-annual incentive scheme corresponding to 2003-2005 as this was paid in
2006. The LTI (long-term incentive) item includes the annualised amount of the
settlement of the LTI 2006-2008, considering a multiplier of 1.42 over the
theoretical shares allocated, taking the BBVA share price to be that on the
final day of the plan, 30th December 2008, when the listed price was €8.66 per
share.

Distribution of the total remuneration between annual fixed and variable pay for
the executive directors in the BBVA Group is in line with European market
practices.

Corporate insurance scheme

Pursuant to article 51.b of the bylaws, a corporate pension scheme has been
agreed with the executive directors to cover the contingencies of retirement,
disability and death in the terms specified below.

The Bank's commitments to the long-term insurance of the executive directors and
the other members of the Management committee can be satisfied, at the
executive's choice, either by payment of a lifelong pension annuity scheme or by
the delivery of a capital sum at the time when the circumstances established
under the contract for such benefit occur.

	a) Retirement

Executive directors are entitled to receive an annual retirement pension whose
amount will be calculated on the basis of the annual average total remuneration
payable over the last two years prior to their retirement. (Total remuneration
here includes their fixed and part of their variable remuneration.).

The amount of the pension, in the case of the president & COO, would be the
total amount resulting from this calculation, whilst in the case of the chairman
& CEO and the director & company secretary, it will be determined as a function
of how long each one has worked in the Bank up to the ages of 65 and 62,
respectively. There will be a minimum pension of 65% for all three, while the
maximum will be 100% in the case of the chairman & CEO and 85% in the case of
the director & company secretary, unless early retirement were taken, in which
case the amount would be established pursuant to whatever is agreed at the time.


	b) Disability

On the same bases as the retirement pension, the executive directors will be
entitled to a disability pension for an amount equal to the maximum amount of
their retirement pension should they become permanently, totally or absolutely
disabled whilst performing their duties.

	c) Death.

In the event of an executive director’s death, his widow will be entitled to a
pension of 70% of the maximum amount of the retirement pension in the cases of
the chairman & CEO and the president & COO, and 55% in the case of the director
& company secretary. Each of their children aged up to and including 26 will be
entitled to an orphan’s pension of 20% of the maximum retirement pension in each
case. However, the sum of the widow’s pension plus the orphans’ pensions may
never surpass 100% of the executive director’s pensionable benefits at the
moment of death.

All the amounts mentioned above shall be reduced by the amount payable from
Social Security benefits in each case.

The provisions filed at year-end 2008 to cover these commitments for executive
directors' insurance and pension (including the €19,968,381 allocated during
2008) stand as follows:

                                   2008
Chairman & CEO 			€72,546,963
President & COO 		€52,494,818
Director & Company Secretary 	 €8,710,144

Other remuneration

All the executive directors together have also received other remuneration
during 2007, eg, for car rentals and insurance. The total amount is as follows:
€8,938 for the chairman & CEO; €15,750 for the president & COO, and €13,458 for
the Company secretary.

On the date of this report, neither BBVA nor any of its Group companies have
granted any loans or guarantees to the executive directors.

Main characteristics of the executive directors' contracts with BBVA

The contracts that the executive directors signed in 2001 and 2002 are
open-ended, ad personam and reflect the terms and conditions for salaries and
the remuneration items mentioned in article 50.b of the BBVA bylaws. These were
described above in the corresponding section, and contain no pre-established
period of notice.

The chairman & CEO will be entitled to retire as an executive director at any
time after his 65th birthday and the president & COO and the director & company
secretary after their 62nd birthday. They will all be entitled to the maximum
percentage established under their contracts for retirement pension, and on
vesting their right to the pension once they reach said ages they will render
the severance-indemnity agreed under their contracts null and void.

In application of article 50.b of the bylaws, the contracts that the executive
directors sign with the members of the Appointments & Remuneration committee
determine their right to be paid indemnity if they leave on grounds other than
their own wish to leave, retirement, disability or dereliction of duty. This
indemnity would amount to the product of multiplying by five the sum determined
for the gross remuneration payable over the year prior to leaving their post(s)
as executive director(s) in the cases of the chairman & CEO and the director &
company secretary, and the average from the two years prior to this in the case
of the president & COO, on the basis of their fixed remuneration and part of
their variable annual remuneration.

Additionally to this, and under the same conditions, each executive director is
entitled to receive a sum determined by the amount at which their acquired
rights are valued according the actuarial calculations, in compliance with the
requirements regarding pensions at the moment the contract is terminated.

Moreover, at the moment the executive director stands down, he will be unable to
provide services to other financial institutions competing with the Bank or its
subsidiaries for two years, as established in the board regulations.

With these guidelines and conditions, the Appointments & Remuneration board
quantified the indemnities payable to the executive directors were the severance
to occur during 2009 on grounds not including the director's own will,
retirement, disability or dereliction of duty. They would be as follows;
€93,704,938 for the chairman & CEO, €68,673,924 for the president & COO and
€15,057,170 for the Company secretary.

 Remuneration system for non-executive BBVA directors

BBVA has set up a remuneration system tailored to the posts of non-executive
BBVA directors, different from the system for the executive directors. It is
based on their responsibilities, dedication and incompatibilities as a function
of the post they hold.

The duties of BBVA board members require a lot of time and work, as the Group's
governing bodies are intensely active. There is a high number of meetings held
both by the board of directors and the various committees helping it in the
performance of its duties. The number of meetings held in 2008 was:

                                       Number of meetings
Board of Directors 				13
Executive Committee 				18
Audit & Compliance Committee 			15
Risks Committee 				45
Appointments & Remuneration Committee 	         5

Directors are also subject to a strict regime of incompatibilities in sitting on
governing bodies of group companies or associated undertakings. Thus, except for
executive directors with express authorisation, board members may not take up
directorships in subsidiaries or associated undertakings, when the directorship
is linked to the group's shareholding in such company.

Moreover, when the current board members leave their Bank directorship, they may
not provide services to another financial institution in competition with the
bank or its subsidiaries for two years, except with express authorisation from
the board. Such authorisation may be denied on the grounds of corporate
interest.

Non-executive directors are subject to a system regulating possible conflicts of
interest between their private activity and the performance of their duties as
BBVA director. The system is governed by the board regulations.

On the basis of the foregoing, the remuneration system for non-executive
directors comprises the following elements:

Annual Remuneration

Non-executive directors receive an annual payment for sitting on the BBVA board,
and another fixed amount for their membership of different committees. Chairing
a committee is given a higher weighting, and the amount for committee members
reflects the different duties of each committee.

The board of directors periodically reviews these fixed components in order to
ensure they keep up with changing market circumstances and any changes in the
kind of duties that the BBVA directors perform. These amounts have not been
updated since July 2007.

The remuneration paid to the non-executive directors during 2008 is given below.
The figures are itemised for membership of committees and the posts held on the
committees:

Director Board Executive  Audit &   Risks  Appointments & Total 2008 Total 2007
              Committee  Compliance Committee Remuneration
Committee             Committee
Tomás Alfaro Drake   €128,724 	€0 	€71,400 €0 	€0  €200,124 €192,108
Juan Carlos Álvarez  €128,724 €166,752  €0      €0  €42,840 €338,316 €324,012
Mezquiriz
Rafael Bermejo Blanco€128,724   €0     €178,512 €106,920 €0 €414,156 €311,675
Richard C. Breeden 	€349,920 €0 	€0 	€0       €0 €349,920 €336,960
Ramón Bustamante y de la Mora €128,724 €0 €71,400 €106,920 €0 €307,044 €294,168
José Antonio Fernández Rivero(*) €128,724 €0 €0 €213,840 €0 €342,564 €328,074
Ignacio Ferrero Jordi 	€128,724 €166,752 €0 	€0 €42,840 €338.316 €324,012
Román Knörr Borrás 	€128,724 €166,752 €0 	€0 €0 	   €295,476 €283,122
Carlos Loring Martínez de Irujo  €128,724 €0 €71,400€0 €107,112 €307,236 94,348
Enrique Medina Fernández €128,724 €166,752 €0 	€106,920 €0 €402,396€385,182
Susana Rodríguez Vidarte €128,724 €0 €71,400	€0 €42,840 €242,964 €223,263
Total 				               €3,538,512 	€3,296,924

 (*) Mr José Antonio Fernández Rivero, apart from the amounts detailed above,
also received a total of €652,000 during 2008 in early retirement payments as a
former member of the BBVA management.

During 2008, €77,997.31 was paid in insurance premiums for policies with the
non-executive directors as beneficiaries.

Scheme for remuneration with deferred delivery of shares

As mentioned above, this system of remuneration with deferred delivery of shares
was approved by the BBVA AGM, 18th March 2006. As part of the non-executives'
remuneration, it allocates them a number of theoretical shares each year, which
will be effectively delivered to them as BBVA shares on the date on which they
leave the board for any cause other than dereliction of duties.
The annual number of theoretical shares allocated to non-executive directors as
beneficiaries of the system shall be equivalent to 20% of the total remuneration
payable the previous year to the non-executive director, according to the
average closing price of BBVA stock over the 60 stock-exchange trading sessions
prior to the dates of the respective AGMs that approve the financial statements
for each year.

The number of theoretical shares allocated to each of the non-executive
directors in 2008 as beneficiaries of the scheme for remuneration through
deferred delivery of shares, corresponding to 20% of the remuneration received
by said directors during 2007, and the total number of theoretical shares
accumulated are shown in the following table:

Directors 				Theoretical	Theoretical shares
					shares 2008	accumulated
Tomás Alfaro Drake 			2,655 		 4,062
Juan Carlos Álvarez Mezquiriz 		4,477 		23,968
Rafael Bermejo Blanco 			4,306 		 4.306
Ramón Bustamante y de La Mora 	        4,064 		23,987
José Antonio Fernández Rivero 		4,533 		14,452
Ignacio Ferrero Jordi 			4,477 		24,540
Román Knörr Borrás 			3,912 		19,503
Carlos Loring Martínez de Irujo 	4,067 		11,751
Enrique Medina Fernández 		5,322 		33,357
Susana Rodríguez Vidarte 		3,085 		13,596
Total 				       40,898          173,522

This long-term remuneration system is in line with international tendencies in
corporate governance, since the theoretical shares allocated to the directors do
not materialise until the moment they leave their post, providing this is not
due to a breach of duty. Where there is such breach, the director would not
receive any payment under this item.

Total remuneration of the board and future policy

The remuneration system BBVA has established for the members of its board of
directors has been described in detail in this report. It is the outcome of
applying the resolutions of the Bank’s corresponding governing bodies to the
year, as explained. The same system will be applicable in future years, unless
the competent governing bodies resolve otherwise in the light of changed
circumstances.

The above notwithstanding, the Appointments & Remuneration committee, in
performance of the duties conferred on it under the board regulations,
periodically reviews the board of directors' remuneration policy. Under the
framework established in the bylaws, it presents the board with opportune
proposals with respect to the itemisation and quantification of the
remuneration, taking into account the circumstances of the environment and the
company’s performance.

Total board remuneration figures for the last three years were as follows:

Collective 			2008 		2007
Executive directors*     	€11,110 	€11,890
Non-executive directors 	€3,539  	€3,297


Thousand euros
* The remuneration figure for executive directors in 2008 includes the fixed
remuneration for 2008 and the variable remuneration accrued for 2008 that will
be paid in 2009. Remuneration of executive directors for 2007 includes the fixed
remuneration for 2007 and the variable remuneration accrued for 2007 and paid in
2008.

WARNING: The English version is only a translation of the original in Spanish
for information purposes. In case of a discrepancy, the Spanish original
prevails. 24


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
    Banco Bilbao Vizcaya Argentaria, S.A.
     
Date: 02/11/2009 By: Javier MALAGON NAVAS

  Name:  Javier MALAGON NAVAS
  Title: Chief accounting officer
     

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