Balance Sheet at 31 December 2010 of BBVA

Article 50 b of the BBVA bylaws establishes the following for executive directors:
´Article 50 b
Directors who have provided services in the company attributed to them, whatever the nature of their
legal relation with it, will be entitled to receive remuneration for the provision of these services. This will
consist of: a fixed sum, adequate to the services and responsibilities assumed, a variable
complementary sum and the incentive schemes established with a general nature for the bank’s senior
management, which may comprise the delivery of shares, or option rights to these or remuneration
indexed to the value of the shares subject to the requirements laid down in the legislation in force at
any time And also a benefit part, which will include the relevant retirement and insurance schemes and
social security. In the event of severance not due to dereliction of duties, the directors will be entitled to
compensation.´
Under the BBVA Board Regulations, the Remuneration committee has powers to determine 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 submitted to the Board
of Directors.
The Remuneration committee, which must comprise only external directors (and currently comprises
the majority of independent directors), annually determines the updating of the fixed and variable
remuneration of the executive directors and establishes the targets applicable to them in order to
determine the variable remuneration
Thus, the Bank's General Meeting of shareholders, 12th March 2010, adopted a Multi-annual Variable
Remuneration Programme in Shares for 2010 and 2011. The Programme allocates each beneficiary
(members of the senior management, including executive directors and members of the BBVA
Management committee) a number of units, in accordance with their levels of responsibility, which, at
the end of the Programme may give rise to the delivery of ordinary shares in BBVA as a function of
BBVA's TSR performance benchmarked against a peer group.
Regarding non-executive directors, the bylaws establish;
Pursuant to article 53 of the Board Regulations, the Board of Directors adopted a remuneration system
for the Company directors that is not applicable to the executive directors. The system determines a
fixed amount for the directorship, valuing the responsibility, dedication and incompatibilities the
directorship entails. It also comprises another fixed amount for the members of the different
committees, valuing the responsibility, dedication and incompatibilities sitting on these committees
entails, applying a heavier weighting to the post of chairman on each committee
The AGM, 18th March 2006, adopted a remuneration system with deferred delivery, comprising the
annual allocation over five years of “theoretical BBVA shares” to non-executive directors in the Bank, as
part of their pay, which will be delivered, where applicable, on the date on which they cease to be
directors for any cause other than serious dereliction of duty
State whether the board in full has reserved powers to approve the following resolutions
At the proposal of the Company’s chief executive, the appointment and, if applicable, the
removal of senior managers, as well as their indemnity provisions.
The compensation of directors and, in the case of executive directors, the additional
compensation for their executive duties and other terms and conditions that must be
included in their contracts.
YES
YES
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.