NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY IN, OR INTO, THE UNITED STATES OR ITALY OR TO ANY UNITED STATES OR ITALIAN PERSON (SEE "OFFER RESTRICTIONS" BELOW)

5 October 2009

BBVA INTERNATIONAL PREFERRED, S.A. UNIPERSONAL ANNOUNCES INVITATION TO EXCHANGE CERTAIN EXISTING EURO AND STERLING TIER 1 HYBRID SECURITIES INTO NEW TIER 1 SECURITIES

BBVA International Preferred, S.A. Unipersonal ("BBVA International Preferred"), a wholly owned subsidiary of Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA"), has today invited holders of its 3 series of existing Euro and Sterling denominated Tier 1 hybrid securities described below (the "Existing Securities") to offer to exchange any and all of their Existing Securities for new Euro and Sterling denominated Tier 1 hybrid securities (the "New Securities") described below (the "Exchange Offers").

Objectives of the Exchange Offers

The market for perpetual subordinated securities issued by financial institutions has widened meaningfully in recent years. In view of the relatively high cost to refinance the Existing Securities on their scheduled call dates, BBVA International Preferred has decided to undertake the Exchange Offers, which will provide holders with an opportunity to receive New Securities that are in line with current market pricing and a one-time cash payment, as described further below. Following the Exchange Offers, redemption decisions in respect of perpetual debt securities will be made on an economic basis.

Any gains realised through the Exchange Offers will further strengthen BBVA's balance sheet.

Description of the Exchange Offers

The Existing Securities are all perpetual securities issued by BBVA International Preferred:

The New Securities:

Timetable of the Exchange Offers

The complete terms and conditions of the Exchange Offers are set forth in an Exchange Offer Memorandum dated 5 October 2009 (including the Preliminary Prospectus annexed thereto) that will be sent to eligible holders of Existing Securities at their request. Holders of Existing Securities are urged to read the Exchange Offer Memorandum carefully when it becomes available.

Additional Information

The Exchange Offer Memorandum may be obtained by eligible persons from the Tax Certification and Exchange Agent, Acupay System LLC, at  or mmercedes@acupay.com or +44-(0)-207-382-0340.

Morgan Stanley & Co. International plc. (the "Lead Dealer Manager"), and Banco Bilbao Vizcaya Argentaria, S.A. (the "Co-Dealer Manager") are acting as dealer managers for the Exchange Offers. Questions regarding the Exchange Offers may be directed to Morgan Stanley, Liability Management Group at +44-(0)-20-7677-5040, or to Acupay System LLC, at +44-(0)-207-382-0340.

THIS PRESS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION.  

Offer and jurisdiction restrictions

Neither this announcement nor the Exchange Offer Memorandum constitute an offer to sell or buy or the solicitation of an offer to sell or buy the Existing Securities and/or New Securities, as applicable, and offers of Existing Securities for exchange pursuant to the Exchange Offers will not be accepted from Holders of Existing Securities in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an exchange offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in such jurisdictions, such Exchange Offer shall be deemed to be made by such Dealer Manager or affiliate (as the case may be) on behalf of the Offeror in such jurisdiction.

United States

The Exchange Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to, for the account or benefit of, U.S. persons. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to U.S. persons and the Existing Securities cannot be offered for exchange in the Exchange Offers by any such use, means, instrumentality or facilities or from within the United States or by U.S. persons. Any purported offer of Existing Securities for exchange resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offer of Existing Securities for exchange made by a U.S. person, a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. person will be invalid and will not be accepted.

This announcement and the Exchange Offer Memorandum are not an offer of securities for sale in the United States or to U.S. persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the U.S. Securities Act of 1933, as amended (the "Securities Act"). The New Securities and the guarantees thereof have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons. The purpose of this announcement and the Exchange Offer Memorandum is limited to the Exchange Offers and this announcement and the Exchange Offer Memorandum may not be sent or given to a person in the United States or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.

Each Holder of Existing Securities participating in an Exchange Offer will represent that it is not located in the United States and is not participating in that Exchange Offer from the United States, that it is participating in the Exchange Offer in accordance with Regulation S under the Securities Act and that it is not a U.S. person or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Exchange Offer from the United States and is not a U.S. person. For the purposes of this and the above two paragraphs, "United States" means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

Spain

Neither this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offers have been submitted or will be submitted for approval or recognition to the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) and, accordingly, the Exchange Offers are not being made in the Kingdom of Spain by way of a public offering, as defined and construed in Chapter I of Title III of Law 24/1988, of 28 July, on the Securities Act (as amended by Royal Decree Law 5/2005, of 11 March) and related legislation.

Italy

The Exchange Offers are not being made, directly or indirectly, in the Republic of Italy ("Italy"). The Exchange Offers, this announcement and the Exchange Offer Memorandum have not been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB)pursuant to Italian laws and regulations. Accordingly, Holders of Existing Securities are notified that, to the extent such Holders are located or resident in Italy, the Exchange Offers are not available to them and they may not offer Existing Securities for exchange pursuant to the Exchange Offers nor may the New Securities be offered, sold or delivered in Italy and, as such, any exchange instruction received from or on behalf of such persons shall be ineffective and void, and neither this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offers, the Existing Securities or the New Securities may be distributed or made available in Italy.

United Kingdom

The communication of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offers is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Exchange Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Exchange Offer Memorandum nor any other document or material relating to the Exchange Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portfeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-4 of the French Code Monétaire et Financier are eligible to participate in the Exchange Offers. This announcement and the Exchange Offer Memorandum have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Switzerland

Holders of Existing Securities may only be invited to offer to exchange their Existing Securities for New Securities pursuant to the Exchange Offers and the New Securities may only be offered for sale or otherwise in or into Switzerland in compliance with all applicable laws and regulations in force in Switzerland. To ensure compliance with the Swiss Code of Obligations and all other applicable laws and regulations of Switzerland, only the Exchange Offer Memorandum and the documents deemed to be incorporated by reference in it (including the Preliminary Prospectus) may be used in the context of any invitation to Holders of Existing Securities to offer to exchange their Existing Securities for New Securities pursuant to the Exchange Offers or any offer of the New Securities for sale or otherwise in or into Switzerland.