Balance Sheet at 31 December 2010 of BBVA

• VARIABLE MULTI-YEAR STOCK REMUNERATION PROGRAM FOR EXECUTIVE DIRECTORS AND MEMBERS OF THE
MANAGEMENT COMMITTEE
SETTLEMENT OF THE MULTI-YEAR VARIABLE SHARE-BASED REMUNERATION PLAN FOR 2009-2010
The AGM of the Bank held on March 13, 2009 approved a Multi-Year Variable Share-Based Remuneration
Plan for shares for 2009/2010 (hereinafter, the 2009/2010 Program) for the members of the BBVA's
executive team, and whose result is obtained by multiplying the initial number of assigned "units" by a
coefficient on a scale of between 0 and 2, which is linked to the movement of the Total Shareholders Return
(TSR) indicator of the Bank during 2009/2010 compared with the change of this same indicator in a group of
international banks of reference.
The number of “units” allocated to executive directors under this program, in accordance with the resolution
of the AGM, was 215,000 for the Chairman and CEO, and 131,707 for the President and COO, and 817,464
for the members of the Management Committee who held this position as of December 31, 2010, excluding
executive directors.
Once the 2009/2010 Program period was completed, on December 31, 2010, the TSR for BBVA and the 18
reference banks was then determined; given the final positioning of BBVA, it resulted in the application of a
multiplier ratio of 0 to the assigned units, the Program was settled without the allocation of shares to the
beneficiaries.
MULTI-YEAR VARIABLE SHARE-BASED REMUNERATION PLAN FOR 2010-2011
The AGM of the Bank on March 12, 2010, approved a new multi-year variable share-based remuneration
scheme for 2010-2011 (hereinafter “the 2010-2011 program”) aimed at members of the BBVA executive
team. It is to end on December 31, 2011 and will be settled on April 15, 2012, although the Regulation that
governs it includes provisions for early settlement.
The precise number of shares to be given to each beneficiary of the 2010-2011 program is also calculated
by multiplying the number of units allocated by a coefficient of between 0 and 2. This coefficient reflects the
relative performance of BBVA’s total stockholder return (TSR) during the period 2010-2011 compared with
the TSR of a group of the Bank’s international peers.
These shares will be given to the beneficiaries after the settlement of the program. They will be able to use
these shares as follows: (i) 40 percent of the shares received will be freely transferable by the beneficiaries
at the moment they are received; (ii) 30 percent of the shares received will be transferable one year after the
settlement date of the program; and (iii) the remaining 30 percent will be transferable starting two years after
the settlement date of the program.
The number of units assigned for the executive directors under the AGM resolution is 105,000 for the
Chairman and CEO and 90,000 for the President and COO.
The total number of units assigned under this Program to the Management Committee members who held
this position on December 31, 2010, excluding executive directors, was 385,000.
• SCHEME FOR REMUNERATION OF NON-EXECUTIVE DIRECTORS WITH DEFERRED DISTRIBUTION OF SHARES
The Bank’s AGM on March 18, 2006 resolved under agenda item eight to establish a remuneration scheme
using deferred distribution of shares to the Bank’s non-executive directors, to replace the earlier postemployment
scheme in place for these directors.
The plan is based on the annual assignment to non-executive directors of a number of "theoretical shares"
equivalent to 20% of the total remuneration received by each of them in the previous year, The share price
used in the calculation is the average closing price of the BBVA shares in the seventy stock market sessions
before the dates of the ordinary AGMs that approve the annual accounts for each year. The shares will be
given to each beneficiary on the date he or she leaves the position of director for any reason except serious
breach of duties.
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