Balance Sheet at 31 December 2010 of BBVA

The provisions registered as of December 31, 2010 for pension commitments for the Management
Committee members, excluding executive directors, amounted to €51,986 thousand. Of these, €6,756
thousand were charged against 2010 earnings.
• TERMINATION OF THE CONTRACTUAL RELATIONSHIP.
There were no commitments as of December 31, 2010 for the payment of compensation to executive
directors.
In the case of the COO, the provisions of his contract stipulate that in the event that he loses this position
for any reason other than of his own will, retirement, invalidity or serious dereliction of duty, he will take
early retirement with a pension that may be received as a life annuity or a capital sum equal to 75% of his
pensionable salary if this should occur before he reaches 55 years of age, or 85% after this age.
Further to section B.1.13, at the date of this report, there are no commitments to pay compensation to
executive directors. With regard to the senior management, the explanatory report on the Management
Report required by article 116 b of the Stock Exchange Act provides information about the agreements
between the Company and the members of the senior management who are entitled to compensation
when they resign or if they are unfairly dismissed.
Further to section B.1.26, article 1 of the regulations establishes that external directors shall cease to be
independent directors if they maintain said condition for an uninterrupted period of over 12 years.
Further to the information provided in section B.1.29 and section B.2.3, the Risk Committee held 48
meetings in 2010. Two new Committees were created by agreement of the Board meeting held on 25 th of
May 2010, to replace the Appointments & Remunerations Committee.
Further to section B.1.31: as BBVA is listed on the New York Stock Exchange, it is subject to the
supervision of the Securities and Exchange Commission and therefore, pursuant to the Sarbanes Oxley
Act and its regulations, the Chairman & CEO, the President & COO and the executive responsible for
drawing up the accounts sign and present the annual certifications referred to in Sections 302 and 906 of
this Act, concerning the content of the Annual Financial Statements. Said certificates are attached to the
annual 20F protocols that the Company files with this authority.
Further to section B.1.40 and section C.5, and pursuant to article 229.2 of the Capital Companies Act, at
31 December 2010, persons related to members of the BBVA Board of Directors were the holders of 6,594
Banco Santander SA shares and of 414 Banco Español de Credito SA (Banesto) shares.
With regard to the duties of the Audit & Compliance Committee established in section B.2.2: the duties of
the Audit Committee allocated by their Regulations include ensuring that Internal Audit has adequate skills
and resources to carry out their duties in the Group, regarding personnel, material resources, systems,
procedures and manuals and that they should be aware of any obstacles to carrying out their duty that
may have arisen. Said committee shall also analyse and approve the Annual Internal Audit Plan and any
other occasional or specific plans that may be required due to regulatory changes or due to the need to
organise the Group business. They shall also be aware of the degree to which the audited units are
complying with the corrective measures recommended by Internal Audit during previous interventions, and
they shall inform the Board of any such cases that may represent an important risk for the Group. The
Committee shall be informed of any irregularities, anomalies or breaches provided that these are
important, that Internal Audit may have detected in the course of their work. “Important” is understood to be
those that could cause significant material impact or damage to the equity, income or reputation of the
Group, which Internal Audit is responsible for calibrating. In the event of any doubt, Internal Audit must
report it. On the other hand, they shall be aware of and issue an opinion on the appointment or substitution
of the Director of Internal Audit, although they do not approve his/her appointment nor do they propose the
budget for this department.
Further to section B.2.6, pursuant to article 26 of the Regulations, in accordance with the Corporate
Bylaws, the Board may appoint an Executive Committee, with the votes in favour of two thirds of its
members and its entry in the Companies Registry, making every attempt to ensure that external directors
hold a majority over executive directors in its composition and that the independent directors represent at
least one third of all its members.
Further to section C (Related-party transactions): see Note 55 of the BBVA consolidated Annual Financial
Statements for 2010.
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.