Notice of AGM

Banco Bilbao Vizcaya Argentaria SA
02 June 2006

                  BBVA Subordinated Capital, S.A. Unipersonal

                                  (the Issuer)

                              NOTICE OF A MEETING

      of the holders of each Series of Notes whose ISIN is specified below


            Subordinated Notes May 2005-03                                 XS0218479334





          issued pursuant to an Agency Agreement dated 18 January 2005


          Subordinated Notes October 2005-12                               XS0230662628
          Subordinated Notes October 2005-13                               XS0231329664
          Subordinated Notes October 2005-14                               XS0231345942
          Subordinated Notes October 2005-15                               XS0231518043
            Subordinated Notes March 2005-22                               XS0248171729





           issued pursuant to an Agency Agreement dated 18 July 2005



   (in relation to each Series, the Noteholders and the Notes respectively).

NOTICE IS HEREBY GIVEN that a General Meeting of the Noteholders of each Series
of Notes listed above is convened by the provisional representative for the
Noteholders (the provisional Commissioner) and will be held at Paseo de la
Castellana, 81, Madrid on 16 June, 2006 starting at 14 00 hours (Madrid time)
for the first Series listed and at 15 minute intervals thereafter for each
Series subsequently listed (reading across), in each case for the purpose of
considering the following resolutions:

                                  RESOLUTIONS

One.- To approve the management of the provisional Commissioner calling the
meeting.

Two.- To confirm the provisional Commissioner in his post as Commissioner.

Three.- To ratify the Regulations incorporated in the issue deed for the
relevant Series as the definitive internal Regulations for the Bondholders'
Syndicate for the Series.

Four.- To approve the minutes of the meeting.

                               VOTING AND QUORUM

The provisions governing the convening and holding of a Meeting are set out in
Schedule 13 and 14 to the relevant Agency Agreements described above, a copy of
which is available for inspection by the Noteholders during normal business
hours at the specified office of the Paying Agents set out below.

All of the Notes of each Series are represented by a global note held by a
common depositary for Clearstream Banking, societe anonyme (Clearstream,
Luxembourg) and/or Euroclear Bank S.A./N.V. (Euroclear).  For the purposes of
the Meeting, a Noteholder shall mean each person who is for the time being shown
in the records of Euroclear or Clearstream, Luxembourg as the holder of a
particular principal amount of the Notes.

A Noteholder wishing to attend the Meeting in person must produce at the Meeting
a valid voting certificate issued by a Paying Agent relating to the Notes in
respect of which he wishes to vote.

A Noteholder not wishing to attend and vote at the Meeting in person may either
deliver his valid voting certificate to the person whom he wishes to attend on
his behalf or give a voting instruction (by giving his voting instructions to
Clearstream, Luxembourg and/or Euroclear or on a voting instruction form
obtainable from the specified offices of any of the Paying Agents) instructing a
Paying Agent to appoint a proxy to attend and vote at the Meeting in accordance
with his instructions.

A Noteholder must request the relevant clearing system to block the Notes in his
own account and to hold the same to the order or under the control of a Paying
Agent not later than five days before the time appointed for holding the Meeting
in order to obtain voting certificates or give voting instructions in respect of
the relative Meeting.  Notes so blocked will not be released until the earlier
of:

(a)                the conclusion of the Meeting (or, if applicable, any
adjournment of such Meeting); and

(b)                (i)         in respect of a voting certificate, the surrender
to a Paying Agent of such voting certificate and notification by the relevant
Paying Agent to the relevant clearing system of such surrender or the compliance
in such other manner with the rules of the relevant clearing system; or

(ii)        in respect of voting instructions, not less than 48 hours before the
time for which the Meeting (or, if applicable, any adjournment of such Meeting)
is convened, the notification in writing of any revocation of a Noteholder's
previous instructions to the Paying Agent and the same then being notified in
writing by the Paying Agent to the Issuer at least 24 hours before the time
appointed for holding the Meeting and such Notes ceasing in accordance with the
procedures of the relevant clearing system and with the agreement of such Paying
Agent to be held to its order or under its control.

The quorum required at the Meeting is one or more persons present holding voting
certificates or being proxies and representing in the aggregate not less than
two thirds in principal amount of the Notes for the time being outstanding.  If
a quorum is not present at the Meeting, the Meeting will be adjourned and the
resolutions will be considered at an adjourned Meeting which will be held at the
same time and place as the original meeting but on 18 July 2006. The quorum at
such an adjourned Meeting will be one or more persons present holding voting
certificates or being proxies whatever the principal amount of the Notes so
represented by them.

All resolutions shall be passed by an absolute majority among those attending
the meeting.  Each Note shall entail the right to one vote.

The Paying Agents can be contacted through the Principal Paying Agent for the
Notes, which is Deutsche Bank AG, London at Winchester House, 1 Great Winchester
Street, London EC2N 2DB, Attention: Trust & Securities Services.  The
provisional Commissioner can be contacted at BBVA Paseo de la Castellana 81
planta 11 (Asesoria Juridica Institucional) 28046 Madrid, tel. [phone].

Dated 2 June, 2006.



Noteholders may also contact Euroclear or Clearstream, Luxembourg for further
information:

Euroclear: Corporate Action Department (telephone Brussels +[phone],
email: [e-mail])

Clearstream: CIE Department (telephone Luxembourg + (352) 46564 6414; fax: +
(352) 46564 8248, email: [e-mail].)




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