Bond BBVA Banco 5.62% ( XS0308135291 ) in NOK

BBVA Banco

100 % ⇌

Spain

XS0308135291 ( in NOK )

5.62% per year ( payment 1 time a year)

01/10/2027

Prospectus brochure of the bond BBVA XS0308135291 en NOK 5.62%, maturity 01/10/2027

500 000 NOK

1 100 000 000 NOK

01/10/2026 ( In 341 days )

BBVA is a Spanish multinational financial services corporation offering a wide range of banking, investment, and wealth management products and services globally.

BBVA issued a NOK 1,100,000,000 bond (XS0308135291) maturing October 1, 2027, with a 5.62% coupon rate, minimum trading size of NOK 500,000, currently trading at 100% of par value and paying interest annually.

PROSPECTUS DATED 26 SEPTEMBER 2007

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
(incorporated with limited liability under the laws of Spain)
NOK 1,100,000,000
5.62 per cent. Covered Bonds due 2027

The issue price of the NOK 1,100,000,000 5.62 per cent. Covered Bonds (cédulas hipotecarias) due 2027 (the
"Covered Bonds") of Banco Bilbao Vizcaya Argentaria, S.A. (the "Issuer") is 100 per cent. of their principal
amount.
Unless previously redeemed or cancelled, the Covered Bonds will be redeemed at their principal amount on 1
October 2027. The Covered Bonds are subject to redemption in whole at their principal amount or in part in
accordance with certain requirements of Spanish law in the limited circumstances set out in Condition 7.4(b) of the
Global Covered Bond (as defined below) and Condition 3.4(b) of the Definitive Covered Bond (as defined below).
The Covered Bonds bear interest from 1 October 2007 at the rate of 5.62 per cent. per annum payable annually in
arrear on 1 October each year commencing on 1 October 2008. Payments on the Covered Bonds will be made in
Norwegian Kroner without deduction for or on account of taxes imposed or levied by Spain to the extent described
under "Forms of Covered Bonds".
This Prospectus has been approved by the United Kingdom Financial Services Authority (the "FSA"), which is the
United Kingdom competent authority for the purposes of Directive 2003/71/EC (the "Prospectus Directive") and
relevant implementing measures in the United Kingdom as a Prospectus issued in compliance with the Prospectus
Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with
regard to the issue of the Covered Bonds. Applications have been made for the Covered Bonds to be admitted to
listing on the Official List of the FSA and to trading on the gilt edged and fixed interest market of the London
Stock Exchange plc (the "London Stock Exchange") which is a regulated market for the purposes of Directive
93/22/EEC.
The Covered Bonds have not been, and will not be, registered under the United States Securities Act of 1933 (the
"Securities Act") and are subject to United States tax law requirements. The Covered Bonds have been offered
outside the United States by the Manager (as defined in "Subscription and Sale") in accordance with Regulation S
under the Securities Act ("Regulation S"), and may not be offered, sold or delivered within the United States or
to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
The Covered Bonds are in bearer form and in the denomination of NOK 500,000 each. The Covered Bonds are in
the form of a global bearer certificate (the "Global Covered Bond"), without interest coupons, which were
deposited on or around 1 October 2007 (the "Closing Date") with a common depositary for Euroclear Bank
S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme, Luxembourg ("Clearstream,
Luxembourg"). The Global Covered Bond will be exchangeable in certain limited circumstances in whole, but not
in part, for Covered Bonds in definitive bearer certificate form in the denomination of NOK 500,000 each and with
interest coupons attached. See "Summary of Provisions Relating to the Covered Bonds in Global Form".
The Manager

UBS INVESTMENT BANK

CONTENTS

Important Notices..............................................................................................3
Information Incorporated by Reference ...................................................................5
Overview........................................................................................................6
Risk Factors ....................................................................................................8
Forms of the Covered Bonds.............................................................................. 15
Use of Proceeds.............................................................................................. 47
Description of Banco Bilbao Vizcaya Argentaria, S.A............................................... 48
Taxation ....................................................................................................... 63
Subscription and Sale ....................................................................................... 75
General Information......................................................................................... 77
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IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this Prospectus and declares
that, having taken all reasonable care to ensure that such is the case, the information contained
in this Prospectus to the best of its knowledge is in accordance with the facts and contains no
omission likely to affect its import. Certain information in this Prospectus has been translated
from the original Spanish. Each such translation constitutes a direct and accurate translation
of the Spanish language text. The English language information has been provided for
information purposes only and in the event of a discrepancy, the Spanish version shall prevail.
The Issuer has confirmed to UBS Limited (the "Manager") that, inter alia, this Prospectus
contains all information regarding the Issuer and the Covered Bonds which is (in the context
of the issue of the Covered Bonds) material; such information is true and accurate in all
material respects and is not misleading in any material respect; any opinions, predictions or
intentions expressed in this Prospectus on the part of the Issuer are honestly held or made and
are not misleading in any material respect; this Prospectus does not omit to state any material
fact necessary to make such information, opinions, predictions or intentions (in such context)
not misleading in any material respect; and all proper enquiries have been made to ascertain
and to verify the foregoing.
The Issuer has not authorised the making or provision of any representation or information
regarding the Issuer or the Covered Bonds other than as contained in this Prospectus or as
approved for such purpose by the Issuer. Any such representation or information should not
be relied upon as having been authorised by the Issuer or the Manager.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Covered Bond
shall in any circumstances create any implication that there has been no adverse change, or
any event reasonably likely to involve any adverse change, in the condition (financial or
otherwise) of the Issuer since the date of this Prospectus.
This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase,
any Covered Bonds.
The distribution of this Prospectus and the offering, sale and delivery of Covered Bonds in
certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus
comes are required by the Issuer and the Manager to inform themselves about and to observe
any such restrictions. For a description of certain restrictions on offers, sales and deliveries
of Covered Bonds and on distribution of this Prospectus and other offering material relating to
the Covered Bonds, see "Subscription and Sale".
In particular, the Covered Bonds have not been and will not be registered under the Securities
Act and are subject to United States tax law requirements. Subject to certain exceptions,
Covered Bonds may not be offered, sold or delivered within the United States or to U.S.
persons.
In this Prospectus, unless otherwise specified, references to a "Member State" are references
to a Member State of the European Economic Area, references to "", "EUR" or "Euro" are
to the single currency introduced at the start of the third stage of the European Economic and
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Monetary Union pursuant to the Treaty establishing the European Community, as amended
and references to "NOK" are to Norwegian Kroner.
In connection with the issue of the Covered Bonds, the Manager (or persons acting on
behalf of the Manager) may over allot Covered Bonds or effect transactions with a view
to supporting the price of the Covered Bonds at a level higher than that which might
otherwise prevail. However, there is no assurance that the Manager (or persons acting
on behalf of the Manager) will undertake stabilisation action. Any stabilisation action
may begin on or after the date on which adequate public disclosure of the terms of the
Covered Bonds is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the Covered Bonds and 60 days
after the date of the allotment of the Covered Bonds. Any stabilisation action or over-
allotment shall be conducted in accordance with all applicable laws and rules.

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INFORMATION INCORPORATED BY REFERENCE
The following documents have previously been published and have been approved by the FSA
or filed with it and shall be incorporated in, and form part of, the Prospectus:
1.
The Issuer's annual report on Form 20-F/A for the fiscal year ended 31 December
2006 filed with the U.S. Securities and Exchange Commission (the "SEC") on 28 June
2007 (which includes, on pages F-1 to F-172 thereof, the published annual audited
consolidated financial statements of the Issuer as at and for each of the years ending 31
December 2006, 31 December 2005 and 31 December 2004 provided that Exhibits 1.1,
4.1 and 4.2 to the Form 20-F/A, which are incorporated by reference therein, shall not
be incorporated in, or form part of, this Prospectus); and
2.
The interim unaudited financial statements of the Issuer (on a consolidated basis) for
the six-month period ending 30 June 2007,
provided that any statement contained herein or in a document all or the relative portion of
which is incorporated by reference herein shall be deemed to be modified or superseded for
the purpose of this Prospectus to the extent that a statement contained in any document all or
the relative portion of which is subsequently incorporated by reference herein modifies or
supersedes such earlier statement (whether expressly, by implication or otherwise).
Copies of documents incorporated by reference in this Prospectus can be obtained from the
Issuer at Paseo de la Castellana, 81, 28046 Madrid and from the Agent at 21st Floor,
Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB.

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OVERVIEW
This overview must be read as an introduction to this Prospectus and any decision to invest in
the Covered Bonds should be based on a consideration of the Prospectus as a whole,
including the documents incorporated by reference. Words and expressions defined in "Forms
of the Covered Bonds" below or elsewhere in this Prospectus have the same meanings in this
overview.
The Issuer:
Banco Bilbao Vizcaya Argentaria, S.A.
Manager:
UBS Limited.
The Covered Bonds:
NOK 1,100,000,000 5.62 per cent. Covered Bonds due 2027.
Issue Price:
100 per cent. of the principal amount of the Covered Bonds.
Issue Date:
1 October 2007.
Use of Proceeds:
For general corporate purposes, see "Use of Proceeds".
Interest:
The Covered Bonds will bear interest from, and including, 1
October 2007 at a rate of 5.62 per cent. per annum payable
annually in arrear on 1 October in each year. The first interest
payment date is expected to be 1 October 2008.
Status:
The principal and interest of the cédulas hipotecarias of the
Issuer (including the Covered Bonds) are specially guaranteed by
a charge, without the need to register it, over all mortgages that
at any time are registered in favour of the Issuer, in accordance
with the regime established in Law 2/1981 and in Royal Decree
685/1982, without prejudice to the general liability of the Issuer.
Pursuant to article 14 of Law 2/1981, holders of cédulas
hipotecarias will be considered specially privileged creditors
(acreedores singularmente privilegiados), with the preference set
out in number 3 of article 1923 of the Civil Code (Código Civil),
against any other creditors, in relation to the whole amount of
mortgage loans registered in favour of the Issuer.
In a situation of insolvency (concurso), the holders of cédulas
hipotecarias shall be recognised as having the benefit of
privileged credits (créditos con privilegio especial) set out in
article 90.1.1º of the Insolvency Law (Ley Concursal).
Form and Denomination: The Covered Bonds have been issued in bearer form in the
denomination of NOK 500,000.
Final Redemption:
1 October 2027.
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Early Redemption:
Pursuant to article 59 of the Royal Decree 685/1982, the
outstanding cédulas hipotecarias (including the Covered Bonds)
of the Issuer cannot exceed 90% of a computation base made up
of the sum of all unrepaid capital under all mortgage loans in the
Issuer's portfolio that are suitable as coverage.
However, if this limit is exceeded due to increases in
redemptions of the relevant loans or due to any other cause, the
Issuer will have to re-establish the ratio in accordance with
article 60 of Royal Decree 685/1982. The ratio may be restored
by the Issuer by redeeming the necessary amount of cédulas
hipotecarias.
Rating:
The Covered Bonds are rated Aaa by Moody's Investors
Services, Inc.
Withholding Tax:
All payments of principal and interest in respect of the Covered
Bonds by or on behalf of the Issuer shall be made free and clear
of, and without withholding or deduction for or on account of,
any present or future taxes, duties, assessments or governmental
charges of whatever nature imposed, levied, collected, withheld
or assessed by or on behalf of the Kingdom of Spain or any
political subdivision thereof or any authority therein or thereof
having power to tax, unless the withholding or deduction of such
taxes, duties, assessments or governmental charges is required
by law. Neither the Issuer nor the Agent will be obliged to
make any additional payments in respect of any such amounts
withheld or deducted.
Governing Law:
The Agency Agreement and the Subscription Agreement are
governed by English law. The Covered Bonds are governed by
Spanish law.
Listing and Trading:
Applications have been made for the Covered Bonds to be
admitted to listing on the Official List of the FSA and to trading
on the gilt edged and fixed interest market of the London Stock
Exchange plc (the "London Stock Exchange").
Clearing Systems:
Euroclear and Clearstream, Luxembourg.
Selling Restrictions:
See "Subscription and Sale".
Risk Factors:
Investing in the Covered Bonds involves risks. See "Risk
Factors".
Financial Information:
See "Information Incorporated by Reference".

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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under
the Covered Bonds. Most of these factors are contingencies which may or may not occur and
the Issuer is not in a position to express a view on the likelihood of any such contingency
occurring.
In addition, factors which are material for the purpose of assessing the market risks associated
with the Covered Bonds are also described below.
Prospective investors should also read the detailed information set out elsewhere in this
Prospectus and reach their own views prior to making any investment decision.
Words and expressions defined in "Forms of the Covered Bonds" below or elsewhere in this
Prospectus have the same meanings in this section. Investing in the Covered Bonds involves
certain risks. Prospective investors should consider, among other things, the following:
Factors that may affect the Issuer's ability to fulfil its obligations under the Covered
Bonds
Since the Issuer's loan portfolio is highly concentrated in Spain, adverse changes affecting
the Spanish economy could have a material adverse effect on its financial condition.
The Issuer has historically developed its lending business in Spain, which continues to be its
main place of business. Any adverse changes affecting the Spanish economy are likely to have
a significant adverse impact on its loan portfolio and, as a result, on its financial condition and
results of operations.
A substantial percentage of the Issuer's customer base is particularly sensitive to adverse
developments in the economy, which renders its lending activities relatively riskier than if it
lent primarily to higher income customer segments.
Medium- and small-size companies and middle and lower income individuals typically have
less financial strength than large companies and high-income individuals and accordingly can
be expected to be more negatively affected by adverse developments in the economy. As a
result, it is generally accepted that lending to these segments represents a relatively higher
degree of risk than lending to other groups.
A substantial portion of the Issuer's loan portfolio consists of residential mortgages and
consumer loans to middle and lower income customers and commercial loans to medium and
small companies. Consequently, during periods of slowdown in economic activity it may
experience higher levels of past due amounts which could result in higher levels of allowance
for loan losses. The Issuer cannot be sure that it will not suffer substantial adverse effects on
its base loan portfolio to these customer segments in the event of adverse developments in the
economy.
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Increased exposure to real estate in Spain makes the Issuer more vulnerable to
developments in this market.
The sound economic growth, the strength of the labour market and a decrease in interest rates
in Spain have caused an increase in the demand for mortgage loans in the last few years. This
has had repercussions on housing prices, which have also risen significantly. As residential
mortgages are one of the Issuer's main assets it is currently highly exposed to developments in
real estate markets. A strong increase in interest rates or unemployment in Spain might have a
significant negative impact in mortgage payment delinquency rates. An increase in such
delinquency rates could have an adverse effect on the Issuer's business, financial condition
and results of operations.
Highly-indebted households and corporations could endanger the Issuer's asset quality and
future revenues.
Spanish households and firms have reached, in recent years, a high level of indebtedness,
which represents increased risk for the Spanish banking system. The increase of loans
referenced to variable interest rates makes debt service on such loans more vulnerable to
changes in interest rates than in the past. The increase in households' and firms' indebtedness
also limits their ability to incur additional debt, decreasing the number of new products the
Issuer may otherwise be able to sell them.
A sudden shortage of funds could cause an increase in the Issuer's costs of funding and an
adverse effect on its operating revenues.
Historically, one of the Issuer's principal sources of funds has been savings and demand
deposits. Large-denomination time deposits may, under some circumstances, such as during
periods of significant changes in market interest rates for these types of deposit products and
resulting increased competition for such funds, be a less stable source of deposits than savings
and demand deposits. In addition, since the Issuer relies heavily on short-term deposits for its
funding, it cannot be sure that, in the event of a sudden or unexpected shortage of funds in the
banking systems or money markets in which it operates, it will be able to maintain its current
levels of funding without incurring higher funding costs or having to liquidate certain of its
assets.
The Issuer faces increasing competition in its business lines.
The markets in which the Issuer operates are highly competitive. Financial sector reforms in
the markets in which it operates have increased competition among both local and foreign
financial institutions, and it believes that this trend will continue. For example, the adoption of
the euro as the common currency throughout the EU is making it easier for European banks to
compete against it in Spain. In addition, the trend towards consolidation in the banking
industry has created larger and stronger banks with which it must now compete.
The Issuer also faces competition from non-bank competitors, such as:
· department stores (for some credit products);
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· leasing companies;
· factoring companies;
· mutual funds;
· pension funds; and
· insurance companies.
The Issuer cannot be sure that this competition will not adversely affect its business, financial
condition and results of operations.
The Issuer's business is particularly vulnerable to volatility in interest rates.
The Issuer's results of operations are substantially dependent upon the level of its net interest
income, which is the difference between interest income from interest-earning assets and
interest expense on interest bearing liabilities. Interest rates are highly sensitive to many
factors beyond its control, including deregulation of the financial sectors in the markets in
which it operates, monetary policies pursued by the EU, national governments, domestic and
international economic and political conditions and other factors.
Changes in market interest rates could affect the spread between interest rates charged on
interest-earning assets and interest rates paid on interest-bearing liabilities and thereby
negatively affect the Issuer's results of operations. For example, an increase in interest rates
could cause its interest expense on deposits to increase more significantly and quickly than its
interest income from loans, resulting in a reduction in its net interest income.
In addition, income from treasury operations is particularly vulnerable to interest rate
volatility. Since the majority of the Issuer's loan portfolio consists of variable interest rate
loans maturing in more than one year, rising interest rates may also bring about an increase in
the non-performing loan portfolio.
Risks Relating to Latin America
The Issuer's Latin American subsidiaries' growth, asset quality and profitability may be
affected by volatile macroeconomic conditions, including government default on public debt,
in the Latin American countries where they operate.
The Latin American countries where the Issuer operates have experienced significant
economic volatility in recent decades, characterised by slow growth, declining investment and
significant inflation. This volatility has resulted in fluctuations in the levels of deposits and in
the relative economic strength of various segments of the economies to which it lends.
Negative and fluctuating economic conditions, such as a changing interest rate environment,
also affect its profitability by causing lending margins to decrease and leading to decreased
demand for higher-margin products and services.
Negative and fluctuating economic conditions in some Latin American countries could result
in government defaults on public debt. This could affect the Issuer in two ways: directly,
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