EX-4.6






Exhibit 4.6




EXHIBIT A




FORM OF FACE OF SECURITY




[Insert any legend required by the Internal Revenue Code and the regulations

thereunder.]




THIS SECURITY IS NOT INSURED BY THE

FEDERAL DEPOSIT INSURANCE CORPORATION




			
	 	 	 
	No.
	 	[Amount]
	 
	 	CUSIP NO.






BBVA U.S. SENIOR, S.A. UNIPERSONAL




_____% Senior Guaranteed Securities Due                    




SECURITY




     BBVA U.S. SENIOR, S.A. UNIPERSONAL, a sociedad anónima company incorporated under the laws of
the Kingdom of Spain and having its registered office in the Kingdom of Spain (together with its
successors and permitted assigns under the Indenture referred to on the reverse hereof, the
“Company”), for value received, hereby promises to pay to                                         , or registered
assigns, the principal sum of                                          on                      
              
      or on such earlier date as the
principal hereof may become due in accordance with the provisions hereof.



     [The Company further unconditionally promises to pay interest in arrears on                      and
                     of each year (each an “Interest Payment Date”), commencing                     , 20_, and at
maturity or redemption, on said principal sum at the rate of ___% per annum. Interest shall accrue
from and including the most recent date to which interest has been paid or duly provided for or, if
no interest has been paid or duly provided for, from                     , 20___until payment of said
principal sum has been made or duly provided for. The interest payable on any such                      and
                     will, subject to certain conditions set forth in the Indenture referred to on the reverse
hereof, be paid to the person in whose name this Security is registered at the end of the close of
business on the Regular Record Date for such interest which shall be the                      and                     
(whether or not a Business Day), as the case may be, next preceding each such Interest Payment
Date.]



     [The principal of this Security shall not bear interest except in the case of a default in
payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the
overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the
extent that the payment of such



A-1









 







interest shall be legally enforceable), from the dates such amounts
are due until they are paid or made available for payment. Interest on any overdue principal or premium
shall be payable on demand.]



     Payment of interest (including Additional Amounts) on Securities will be made (i) by a
[denomination] check drawn on a bank in                      mailed to the Holder at such Holder’s
registered address or (ii) upon application in writing by the Holder of at least                                          in
principal amount of Securities to the Trustee not later than 15 days prior to the relevant Interest
Payment Date, by wire transfer in immediately available funds to a denominations account maintained
by the Holder with a bank in                     . “Business Day” with respect to any Place of Payment
or other location, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a Legal
Holiday in such Place of Payment or other location.



     Such payments shall be made exclusively in such coin or currency of                      as at the time
of payment shall be legal tender for the payment of public and private debts.



     The Company hereby irrevocably undertakes to the holder hereof to exchange this Security in
accordance with the terms of the Indenture without charge upon request of such holder for
Securities of the same series upon delivery hereof to the Trustee together with any certificates,
letters or writings required in Section 3.03 of the Indenture.



     This Security is fully and unconditionally guaranteed by the Guarantor (as defined on the
reverse hereof) as set forth in the Guarantee dated                     , executed by the Guarantor to the
Trustee (as defined on the reverse hereof) for the benefit of the holders of the Securities. A
counterpart of the Guarantee is endorsed on the reverse side hereof.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and interest on this Security at the place, times, and rate, and in the currency,
herein prescribed.



     Reference is made to the further provisions set forth under the Terms and Conditions of the
Securities endorsed on the reverse hereof. Such further provisions shall for all purposes have the
same effect as though fully set forth at this place.



     This Security shall not be valid or obligatory for any purpose until the certificate of
authentication of this Security shall have been manually executed by or on behalf of the Trustee
under the Indenture.



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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



     Dated:



	 	 	 	 	 
	 	BBVA U.S. SENIOR, S.A. UNIPERSONAL

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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Certificate of Authentication





     This is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.



Dated:                                         




	 	 	 	 	 
	 	The Bank of New York Mellon, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




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EXHIBIT B




[FORM OF REVERSE OF SECURITY AND GLOBAL SECURITY]




TERMS AND CONDITIONS OF THE SECURITIES





     1. General. (a) This Security is one of a duly authorized issue of a series of debt
securities of the Company, designated as its                     % Senior Guaranteed Securities Due
                    , (the “Securities”), limited to the aggregate principal amount of                     
(except as otherwise provided below) and issued or to be issued pursuant to an Indenture (as
supplemented from time to time, the “Indenture”) dated as of                     , 20___among the
Company, Banco Bilbao Vizcaya Argentaria, S.A. (together with its successors and permitted assigns
under the Indenture, the “Guarantor”) and The Bank of New York Mellon, as trustee (together with
any successor Trustee under the Indenture, the “Trustee”). The terms and conditions of the
Indenture shall have effect as if incorporated herein. The holders of the Securities (each a
“Holder”) will be entitled to the benefits of, be bound by, and be deemed to have notice of, all of
the provisions of the Indenture and reference is made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered. A copy of the Indenture is on file and may be inspected at the
Corporate Trust Office of the Trustee in New York City.




     (b) The Securities are direct, unconditional and unsecured obligations of the
Company. The Securities are fully and unconditionally guaranteed by the Guarantor
pursuant to the terms of the guarantee (the “Guarantee”) dated                      (a counterpart
of which is endorsed hereon) as to the payment of principal (and premium, if any),
interest, payments to sinking funds (if applicable), Additional Amounts and any other
amounts of whatever nature which may become payable under any of the foregoing or under
the Indenture.




     (c) The Securities will initially be sold in the form of one or more permanent global
notes in fully registered form without interest coupons (each a “Global Security” and,
together with any securities issued in definitive form pursuant to the Indenture (each a
“Security”), the “Securities”) deposited with The Bank of New York Mellon as custodian for
The Depository Trust Company (“DTC”). The Securities will not be issued in bearer form.
The Securities, and transfers thereof, shall be registered as provided in Section 3.06 of
the Indenture. Any person in whose name a Security shall be registered may (to the
fullest extent permitted by applicable law) be treated at all times, and for all purposes,
by the Company, Guarantor and the Trustee as the absolute owner of such Security,
regardless of any notice of ownership, theft or loss or of any writing thereon.



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     2. Payments and Paying Agencies. (a) All payments on the Securities shall be made
exclusively in such coin or currency of                                         as at the time of payment shall be legal
tender for the payment of public and private debts.




     (b) (i) Principal of this Security and interest due at maturity will be payable
against surrender of such Security at the Corporate Trust Office of the Trustee in New
York City in immediately available funds by [denomination] check drawn on, or by transfer
to a [denomination] account maintained by the registered Holder with, a bank located in
                                        .




     (ii) Payment of interest (including Additional Amounts) on this Security
will be made to the persons in whose name such Security is registered at the end
of the close of business on the Regular Record Date, which shall be the end of
the ___day next preceding the date on which interest is to be paid whether or
not such day is a Business Day (as defined below), notwithstanding the
cancellation of such Security upon any transfer or exchange thereof subsequent
to the Record Date and prior to such interest payment date.



     Any interest on and any Additional Amounts with respect to the Securities which shall be
payable, but shall not be punctually paid or duly provided for, on any Interest Payment Date for
such Securities (herein called “Defaulted Interest”) shall forthwith cease to be payable to the
Holder thereof on the relevant Regular Record Date by virtue of having been such Holder; and such
Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause
(A) or (B) below:




     (A) The Company may elect to make payment of any Defaulted
Interest to the Person in whose name such Security shall be registered
at the close of business on a “Special Record Date” for the payment of
such Defaulted Interest, which shall be fixed in the following manner.
The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on such Security and the date
of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit
on or prior to the date of



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the proposed payment, such money when so
deposited to be held in trust for the benefit of the Person entitled
to such Defaulted Interest as in this Clause provided. Thereupon, the
Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not
more than 15 days and not less than ten days prior to the date of
the proposed payment and not less than ten days after the receipt by
the Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Company of such Special Record Date and, in the
name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record
Date therefor to be mailed, first class postage prepaid, to the
Holders (or holders of a predecessor security of their Securities) at
their addresses as they appear in the Security Register not less than
ten days prior to such Special Record Date. The Trustee shall, at the
instruction of the Company, in the name and at the expense of the
Company, cause a similar notice to be published at least once in an
Authorized Newspaper of general circulation in the Borough of
Manhattan, The City of New York, but such publication shall not be a
condition precedent to the establishment of such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Person in whose name such
Security (or Predecessor Security thereof) shall be registered at the
close of business on such Special Record Date and shall no longer be
payable pursuant to the following clause (B).




     (B) The Company may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any
securities exchange on which such Security may be listed, and upon
such notice as may be required by such exchange, if, after notice
given by the Company to the Trustee of the proposed payment pursuant
to this clause, such payment shall be deemed practicable by the
Trustee.




     (c) Interest shall be computed on the basis of a 360-day year of 12 30-day months.



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     3. Taxation: Redemption for Taxation Reasons; Additional Amounts




     (a) Any amounts to be paid by the Company with respect to each Security shall be paid
without deduction or withholding for or on account of any and all present or future taxes
or duties of whatever nature (“Taxes”) imposed or levied by or on behalf of the Kingdom of
Spain (the “Taxing Jurisdiction”) or any political subdivision or authority thereof or
therein having the power to tax unless such withholding or deduction is required by law.
In that event, the Company will pay to the Holder such
Additional Amounts in respect of principal, premium, if any, interest, if any, and
sinking fund payments, if any, as may be necessary in order that the net amount paid to
the Holder of such Security or to the Trustee or any Paying Agent, as the case may be,
under the Indenture, after such deduction or withholding, shall equal the respective
amounts of principal, premium, if any, interest, if any, and sinking fund payments, if
any, as specified in the Security to which such Holder or the Trustee would be entitled if
no such deduction or withholding had been made; provided, however, that the foregoing
obligation to pay Additional Amounts will not apply:




     (i) to, or to a third party on behalf of, a Holder who is liable for such
Taxes by reason of such Holder (or the beneficial owner of the Security for
whose benefit such Holder holds such Security) having some connection with the
Kingdom of Spain other than the mere holding of the Security or the mere
crediting of the Security to its securities account with the relevant
Depository;




     (ii) in the case of a Security presented for payment (where presentation is
required) more than 30 days after the Relevant Date (as defined below) except to
the extent that a Holder would have been entitled to Additional Amounts on
presenting the same for payment on such thirtieth day assuming that day to have
been a business day in such place of presentment;




     (iii) to, or to a third party on behalf of, a Holder in respect of whom the
Company or the Guarantor (or the Paying Agent on its behalf) has not received
all details concerning such Holder’s identity and tax residence as it requires
in order to comply with Spanish Law 13/1985 of 25 May (as amended by Spanish Law
19/2003 of 4 July and Law 23/2005 of 18 November) and any implementing
legislation or regulation no later than 10.00 a.m. (CET) on the 10th calendar
day of the month following the Relevant Date upon which the payment was due (or
if such date is not a day on which commercial banks are open for general
business in Spain, the day immediately preceding such date);



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     (iv) where such withholding or deduction is imposed on a payment to an
individual and is required to be made pursuant to European Council Directive
2003/48/EC or any other Directive implementing the conclusions of the ECOFIN
Council meeting of 26-27 November 2000 on the taxation of savings or any law
implementing or complying with, or introduced in order to conform to, such
Directive or law; or




     (v) in respect of any Security presented for payment by or on behalf of a
Holder who would have been able to avoid such withholding or deduction by
presenting the relevant Security to another Paying Agent in a Member State of
the European Union.



     Nor shall Additional Amounts be paid with respect to any payment on any Security to any Holder
who is a fiduciary, partnership, limited liability company or other than the sole beneficial owner
of such payment to the extent such payment would be required by the laws of the Kingdom of Spain
(or any political subdivision thereof) to be included in the income for tax purposes of a
beneficiary or settlor with respect to such fiduciary, member of such partnership, interest holder
in that limited liability company or beneficial owner who would not have been entitled to such
Additional Amounts had it been a Holder of such Security.



     For the purposes of (ii) above, the “Relevant Date” means, in respect of any payment, the date
on which such payment first becomes due and payable, but if the full amount of the moneys payable
has not been received by the Paying Agent on or prior to such due date, it means the first date on
which the full amount of such moneys having been so received and being available for payment to
Holders, notice to that effect shall have been duly given to the Holders in accordance with the
Indenture.




     (b) All (but not less than all) of the Securities may be redeemed in accordance with
the terms of Article 11 of the Indenture at the option of the Company if, as the result of
any change in or any amendment to the laws and regulations of the Kingdom of Spain
(including any treaty to which Spain is a party) or any political subdivision or any
authority thereof or therein having power to tax, or any change in the application or
official interpretation of such laws or regulations, which change, amendment, application
or interpretation becomes effective on or after ___, 20___, either (i) it is determined
by the Company or the Guarantor that in making payment under the Securities or the
Guarantee, the Company or the Guarantor, as the case may be, would become obligated to pay
Additional Amounts with respect thereto as a result of any taxes, levies, imposts or other
governmental charges imposed (whether by way of withholding or deduction or otherwise) by
or for the



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account of the Kingdom of Spain and which obligation cannot be avoided by the
Company or the Guarantor taking measures available to it without unreasonable cost or
expense, or (ii) the Guarantor is or would be required to deduct or withhold tax on any
payment to the Company to enable the Company to make any payment of principal or interest
in respect of the Securities and such deduction or withholding cannot be avoided by the
Guarantor taking measures available to it without unreasonable cost or expense (excluding
the assumption of the Company’s obligations under the Securities by the Guarantor or a
Subsidiary of the Guarantor); provided that no such notice to the Trustee of the
redemption shall be
given earlier than 60 days prior to the earliest date on which the Company or the
Guarantor, as the case may be, would be obligated to deduct or withhold or pay such
Additional Amounts were a payment in respect of the Securities or the Guarantee then due.



     Prior to any notice of redemption of the Securities pursuant to this paragraph, the Company or
the Guarantor shall provide the Trustee with an Officer’s Certificate of the Guarantor stating that
the Company or the Guarantor is entitled to effect such redemption and setting forth in reasonable
detail a statement of circumstances showing that the conditions precedent to the right of the
Company or the Guarantor to redeem such Securities pursuant to this paragraph have been satisfied
and an Opinion of Counsel to the effect that the Company or the Guarantor, as the case may be, has
or will become obliged to make such withholding or deduction or to pay such additional amounts as a
result of such change or amendment.



     4. Certain Covenants of the Company and the Guarantor. The Indenture contains certain
covenants of the Company and the Guarantor, including covenants as to the payment of principal of
and interest (including Additional Amounts) on the Securities, the maintenance of offices for
payments and the appointment to fill a vacancy in the office of Trustee.



     5. Events of Default. Each of the following events shall constitute an “Event of Default”
under this Security (whatever the reason for any such Event of Default and whether it shall be
voluntary or be effected by operation of law pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body):




     (a) default by the Company, or the Guarantor pursuant to the Guarantee in the payment
of the principal of any Security when due and payable at its Maturity and such default is
not remedied within 14 days; or




     (b) default by the Company, or the Guarantor pursuant to the Guarantee in the payment
of any interest on or any Additional Amounts payable in respect of any Security when such
interest becomes or such Additional Amounts become due and payable, and continuance of
such default for a period of 21 days; or



B-6









 






     (c) default by the Company, or the Guarantor pursuant to the Guarantee in the payment
of any premium or deposit of any sinking fund payment, when and as due by the terms of a
Security and such default is not remedied in 30 days; or




     (d) default in the performance, or breach, of any covenant or warranty of (i) the
Company under the Indenture or the Securities or (ii) the Guarantor in the Indenture or
the Guarantee (other than a covenant or warranty default in the performance or breach of
which is elsewhere in
this paragraph 5 specifically dealt with or which has been expressly included in the
Indenture solely for the benefit of a series of notes other than the Securities), and
continuance of such breach or default for a period of 30 days after there has been given,
by registered or certified mail, to the Company and the Guarantor by the Trustee or to the
Company, the Guarantor and the Trustee by any Holder or the Holders of any Outstanding
Securities a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” under the Indenture; or




     (e) any Capital Markets Indebtedness (as defined below) of either the Company or the
Guarantor individually where the principal amount of such Capital Markets Indebtedness is
in any case in excess of U.S.$50,000,000 (or its equivalent in another currency or other
currencies) or any guarantee by the Company or the Guarantor of any Capital Markets
Indebtedness of any other person is not (in the case of Capital Markets Indebtedness) paid
when due (after whichever is the longer of 30 days after the due date and any applicable
grace period therefor) or becomes prematurely due and payable following a default on the
part of the Company or the Guarantor or otherwise in respect of such Capital Markets
Indebtedness, or (in the case of a guarantee) is not honored when due (after whichever is
the longer of 30 days after the due date and any applicable grace period therefor); or




     (f) an order of any competent court or administrative agency is made or any
resolution is passed by the Company for the winding-up or dissolution of the Company
(other than for the purpose of an amalgamation, merger or reconstruction approved by Act
(as defined in paragraph 7 herein) of the Holders); or




     (g) an order is made by any competent court commencing insolvency proceedings
(procedimientos concursales) against the Guarantor or an order is made or a resolution is
passed for the dissolution



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or winding up of the Guarantor (except (i) in any such case for
the purpose of a reconstruction or a merger or amalgamation which has been approved by Act
(as defined in paragraph 7 herein) of the Holders or (ii) where the entity resulting from
any such reconstruction or merger or amalgamation is a Financial Institution (entidad de
crédito according to article 1-2 of Real Decreto Legislativo 1298/1986 dated 28 June 1986,
as amended and restated) and will have a rating for long-term senior debt assigned by
Standard & Poor’s Rating Services, Moody’s Investors Services or Fitch Ratings Ltd
equivalent to or higher than the rating for long-term senior debt of the Guarantor
immediately prior to such reconstruction or merger or amalgamation); or




     (h) the Company or the Guarantor is adjudicated or found bankrupt or insolvent, or
any order of any competent court or
administrative agency is made for, or any resolution is passed by the Company or the
Guarantor to apply for, judicial composition proceedings with its creditors or for the
appointment of a receiver or trustee or other similar official in insolvency proceedings
in relation to the Company or the Guarantor or of a substantial part of the assets of
either of them (unless in the case of an order for a temporary appointment, such
appointment is discharged within 30 days); or




     (i) the Company or the Guarantor stops payment of its debts generally; or




     (j) the Company (except for the purpose of an amalgamation, merger or reconstruction
approved by Act (as defined in paragraph 7 herein) of the Holders) or the Guarantor
(except (i) for the purpose of an amalgamation, merger or reconstruction approved as
specified in the Indenture or (ii) where the entity resulting from any such amalgamation,
merger or reconstruction will have a rating for long-term senior debt assigned by Standard
& Poor’s Rating Services, Moody’s Investor Services or Fitch Ratings Ltd equivalent to or
higher than the rating for long-term senior debt of the Guarantor immediately prior to
such amalgamation, merger or reconstruction) ceases or threatens to cease to carry on the
whole or substantially the whole of its business; or




     (k) a holder of a security interest takes possession of the whole or any substantial
part of the assets or business of the Company or the Guarantor or an application is made
for the appointment of an administrative or other receiver, manager, administrator or
similar official in relation to the Company or the Guarantor or in relation to the whole
or any substantial part of the business or assets of the Company or the Guarantor, or a
distress or execution is levied or enforced upon or sued out against any substantial part
of the business or assets of the Company or the Guarantor and is not discharged within 30
days; or



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     (l) the Guarantee with respect to the Securities ceases to be, or is claimed by the
Guarantor not to be, in full force and effect.



     For the purpose of Paragraphs (h), (j) and (k) a report by the external auditors from time to
time of the Company or the Guarantor, as the case may be, as to whether any part of the business or
assets of the Company or the Guarantor is “substantial” shall, in the absence of manifest error, be
conclusive.



     “Capital Markets Indebtedness” means any borrowing or other Indebtedness of any person (other
than Project Finance Indebtedness) which is in the form of or represented by any bonds, notes,
depositary receipts or other securities for the time being quoted or listed, with the agreement of
the Company and/or the Guarantor, on any stock exchange.



     “Indebtedness”, with respect to any Person, means Indebtedness for Borrowed Money or for the
unpaid purchase price of real or personal property of, or guaranteed by, such Person.



     “Indebtedness for Borrowed Money” means any moneys borrowed, liabilities in respect of any
acceptance credit, note or bill discounting facility, liabilities under any bonds, notes,
debentures, loan stock, securities or other indebtedness by way of loan capital and which have a
stated maturity of or which by their terms are capable of being extended for a period of more than
one year.



     “Project Finance Indebtedness” means any present or future Indebtedness incurred to finance
the ownership, acquisition, development and/or operation of an asset, whether or not an asset of
the Company or the Guarantor, in respect of which the person or persons to whom any such
Indebtedness is or may be owed by the relevant borrower (whether or not the Company or the
Guarantor) is entitled to have recourse solely to such asset and revenues generated by the
operation of, or loss or damage to, such asset.



     6. Modifications and Amendments. (a) With the consent, as evidenced in an Act (as defined in
paragraph 7 herein) of the Holders of not less than a majority in principal amount of the
Securities at the time Outstanding, modifications and amendments to the Indenture and hereto may be
made by execution of a supplemental indenture, as provided in the Indenture, and future compliance
therewith and herewith or, prior to declaration of maturity of the Securities, past default by the
Company or the Guarantor may be waived, with the consent, as evidenced in an Act (as defined in
paragraph 7 herein) of Holders representing at least a majority in aggregate principal amount of
the Securities at the time Outstanding; provided, however, that no such modification, amendment or
waiver shall, without the consent of the Holder of each such Security affected thereby,



B-9









 






     (i) change the Stated Maturity of the principal of, or any premium or
installment of interest on or any Additional Amounts with respect to, any
Security, or reduce the principal amount thereof, or the rate of interest
thereon (except that Holders of not less than 75% in principal amount of
Outstanding Securities of a series may consent by Act (as defined in paragraph 7
herein), on behalf of the Holders of all of the Outstanding Securities of such
series, to the postponement of the Stated Maturity of any installment of
interest for a period not exceeding three years from the original Stated
Maturity of such installment (which original Stated Maturity shall have been
fixed, for the avoidance of doubt, prior to any previous postponements of such
installment)) or any Additional Amounts with respect thereto, or any premium
payable upon the redemption thereof or otherwise, or change the obligation of
the Company to pay Additional Amounts pursuant to Section 10.04 of the Indenture
(except as contemplated by Section
3.08 of the Indenture and permitted by Sections 8.03 and 9.01(a) of the
Indenture), or reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 5.02 of the Indenture or the amount thereof
provable in bankruptcy pursuant to Section 5.04 of the Indenture, or change the
redemption provisions or adversely affect the right of repayment at the option
of any Holder as contemplated by Article 13 of the Indenture, or change the
Place of Payment, Currency in which the principal of, any premium or interest
on, or any Additional Amounts with respect to any Security is payable, or impair
the right to institute suit for the enforcement of any such payment on or with
respect to any Security on or after the Stated Maturity thereof (or, in the case
of redemption, on or after the Redemption Date or, in the case of repayment at
the option of the Holder, on or after the date for repayment), or




     (ii) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of the Indenture or certain
defaults thereunder and their consequences) provided for in the indenture, or
reduce the requirements for a quorum or voting, or



B-10









 





     (iii) modify any of the provisions of Section 9.02 of the Indenture or any
waiver of past default by the Holders, except to increase any such percentage or
to provide that certain other provisions of the Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Security affected
thereby, or




     (iv) change in any manner adverse to the interests of the Holders, of
Outstanding Securities of any series the terms and conditions of the obligations
of the Company or the Guarantor in respect of the due and punctual payment of the principal
thereof (and premium, if any) and interest, if any, thereon or any sinking fund
payments, if any, provided for in respect thereof (including in each case
Additional Amounts payable under the Guarantee).



     7. Syndicate
of Holders, Meetings. (a) The Holders of Securities shall meet in accordance with
the regulations governing the Syndicate of Holders of Securities (the “Regulations”). The
Regulations contain the rules governing the functioning of the Syndicate (as defined below) and the
rules governing its relationship to the Company and are attached to the Spanish deed of issuance
(escritura de emisión) with respect to the Securities. By purchasing a Security, the Holder of
that Security agrees to membership in the Syndicate in respect of
the Securities and to have granted full power and authority to the Trustee with respect to the
Securities to act as its proxy to vote at the first meeting of the Syndicate of Holders of the
Securities in favor of ratifying the Regulations in respect of the Syndicate, the designation and
appointment of the Trustee as Commissioner (as defined below) of the Syndicate and the actions of
the Commissioner performed prior to such first meeting of the Syndicate.



     (b)
Except as otherwise provided under the Indenture, the Regulations or the Trust Indenture Act,
any request, demand, authorization, direction, notice, consent, waiver or other action provided by
or pursuant to the Indenture to be given or taken by Holders of Securities shall be given or taken
only by resolution duly adopted in accordance with the Indenture and the Regulations governing the
Syndicate of Holders of Securities at a meeting of such Syndicate duly called and held in
accordance with the Regulations, which resolution as so adopted is referred to as the “Act” of the
Holders.



     Nothing in the Regulations or duties of the Commissioner will limit or restrict the ability of
the Trustee to perform its duties as Trustee under the Indenture, and in the event of conflict, the
Indenture and the obligations of the Trustee will control and prevail.



     “Syndicate” means the syndicate (sindicato) constituted of all Holders at any particular time,
as provided in and governed by the Regulations applicable to the Securities and Chapter X, Section
4 of the Spanish Corporations Law (Ley de Sociedades Anónimas).



B-11









 





     “Commissioner” means the commissioner (comisario) of the Syndicate related to the Securities,
as provided in the Regulations applicable to the Securities and Section 303 of the Spanish
Corporations Law (Ley de Sociedades Anónimas), and shall be The Bank of New York Mellon with
respect to the Securities until a successor Commissioner shall have become such with respect to the
Securities pursuant to the Regulations applicable to the Securities, and thereafter shall be each
Person who is then a Commissioner with respect to the Securities.



     8. Replacement; Exchange and Transfer of Securities. (a) In case any Security shall become
mutilated, defaced or be apparently destroyed, lost or stolen, upon the request of the registered
Holder thereof and subject to Section 3.07 of the Indenture, the Issuer shall execute, the
Guarantor shall endorse a Guarantee on and the Trustee shall authenticate and deliver a new
Security containing identical terms and of like principal and bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security,
or in lieu of and in substitution for the apparently destroyed, lost or stolen Security. In every
case, the applicant for a substitute Security shall furnish to the Company, the Guarantor and the
Trustee such security or indemnity as may be required by each of them to indemnify and defend and
to save each of them and any agent of the Company, the Guarantor or the Trustee harmless and,
in every case of destruction, loss or theft evidence to their satisfaction of the apparent
destruction, loss or theft of such Security and of the ownership thereof. Upon the issuance of any
substitute Security, the Holder of such Security, if so requested by the Company, will pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Trustee) connected with the
preparation and issuance of the substitute Security.




     (b) The Securities are issuable only in registered form and without coupons. Upon
the terms and subject to the conditions set forth in the Indenture, and subject to
paragraph 8(e) hereof, a Security or Securities may be exchanged for an equal aggregate
principal amount of Securities in different authorized denominations by surrender of such
Security or Securities at the Corporate Trust Office of the Trustee in New York City or at
the office of a transfer agent, together with a written request for the exchange.




     (c) Upon the terms and subject to the conditions set forth in the Indenture, and
subject to paragraph 8(e) hereof, a Security may be transferred in whole or in a smaller
authorized denomination by the Holder or Holders surrendering the Security for transfer at
the Corporate



B-12









 







Trust Office of the Trustee in New York City or at the office of a transfer
agent accompanied by an executed instrument of assignment and transfer. The registration
of transfer of the Securities will be made by the Trustee in New York City.




     (d) The costs and expenses of effecting any exchange, transfer or registration of
transfer pursuant to the foregoing provisions, except, if the Company shall so require,
the payment of a sum sufficient to cover any tax or other governmental charge or other
expenses that may be imposed in relation thereto, will be borne by the Company.




     (e) The Company may decline (i) to issue, register the transfer of or exchange any
Securities during a period beginning at the opening of business 15 days before the day of
the selection for redemption of Securities of like tenor and the same series under Section
11.03 of the Indenture and ending at the close of business on the day of such selection,
or (ii) to register the transfer of or exchange any Security so selected for redemption in
whole or in part, except in the case of any Security to be redeemed in part, the portion
thereof not to be redeemed, (iii) to issue, register the transfer of or exchange any
Security which, in accordance with its terms, has been surrendered for repayment at the
option of the Holder, except the portion, if any, of such Security not to be so repaid.



     9. Trustee. For a description of the duties and the immunities and rights of the Trustee
under the Indenture, reference is made to the Indenture, and
the obligations of the Trustee to the Holder hereof are subject to such immunities and rights.



     10. Paying Agent; Transfer Agent; Registrar. The Company hereby initially appoints the Paying
Agent, transfer agent and Security Registrar listed at the foot of this Security. The Company may
at any time appoint additional or other paying agents, transfer agents and registrars and terminate
the appointment thereof; provided that while the Securities are Outstanding the Company will
maintain offices or agencies for the payment of principal of and interest (including Additional
Amounts) on this Security as herein provided in New York City. Notice of any such termination or
appointment and of any change in the office through which any Paying Agent, transfer agent or
Security Registrar will act will be promptly given in the manner described in paragraph 12 hereof.



     11. Enforcement. Except as provided in Section 5.07 of the Indenture, no Holder of any
Security shall have any right by virtue of or by availing itself of any provision of the Indenture
or of these terms to institute any suit, action or proceeding in equity or at law upon or under or
with respect to the Indenture or of the Securities or for the appointment of a receiver or trustee,
or for any other remedy thereunder, unless (a) such Holder has previously given written notice to



B-13









 

'





the Trustee of a continuing Event of Default with respect to the Securities, (b) the Holders of not
less than 25% in principal amount of the Securities then Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default in its own name
as Trustee hereunder and such Holder or Holders have offered to the Trustee reasonable indemnity
against the costs, expenses and liabilities to be incurred in compliance with such request, (c) the
Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to
institute any such proceeding, and (d) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by Holders of a majority in principal amount of the
Outstanding Securities.



     12. Notices. Where the Indenture or the Regulations provides for notice to Holders of any
event, such notice shall be sufficiently given to Holders if in writing and mailed, first-class
postage prepaid, to each Holder of a Security affected by such event, at his address as it appears
in the Security Register, not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In addition to the foregoing, notice of any meeting of
Holders of Securities shall be given in accordance with Section 1.04(c) of the Indenture and the
Regulations of the Syndicate.



     In addition, the Company shall cause any publications of such notices as may be required from
time to time by applicable Spanish law.



     13. Prescription. All claims made against the Company or the Guarantor for payment of
principal of, or interest (including Additional Amounts) on, or in respect of, the Securities shall
become void unless made within ten years
(in the case of principal) and five years (in the case of interest (including Additional
Amounts)) from the later of (a) the date on which such payment first became due and (b) if the full
amount payable has not been received by the Trustee in New York City on or prior to such due date,
the date on which the full amount is so received.



     14. Authentication. This Security shall not become valid or obligatory for any purpose until
the certificate of authentication hereon shall have been executed by or on behalf of the Trustee by
the manual signature of one of its authorized officers or by the Authenticating Agent.



     15. Governing Law; Jurisdiction; Service of Process. (a) This Security shall be governed by
and construed under the laws of the State of New York applicable to agreements made or instruments
entered into and, in each case, performed in said state, except that the authorization and
execution by the Company of the Securities and paragraph 7(a) shall be governed by and construed in
accordance with Spanish law. The Regulations of each Syndicate and
the duties of and all other matters relating to the Commissioner shall be
governed by and construed in accordance with Spanish law.



B-14









 






     (b) In the Indenture, each of the Company and the Guarantor has irrevocably submitted
to the nonexclusive jurisdiction of any U.S. federal or state court in the Borough of
Manhattan, The City of New York, New York over any suit or proceeding arising out of or
relating to the Indenture, any Security or the Guarantee. In addition, each of the
Company and the Guarantor has irrevocably waived, to the extent it may effectively do so,
any objection which it may have now or hereafter to the laying of the venue of any such
suit or proceeding brought in such courts. Notwithstanding the foregoing, any suit or
proceeding arising out of or relating to the Guarantee may also be brought in the courts
of Madrid, Spain.




     (c) As long as any of the Securities remains outstanding, each of the Company and the
Guarantor will at all times have an authorized agent in New York City upon which process
may be served in any suit or proceeding arising out of or relating to the Indenture, the
Guarantee or any Security. Service of process upon such agent and written notice of such
service mailed or delivered to the Company or the Guarantor shall to the extent permitted
by law be deemed in every respect effective service of process upon the Company or the
Guarantor, as the case may be, in any such legal action or proceeding. Each of the
Company and the Guarantor has appointed Banco Bilbao Vizcaya Argentaria, S.A., New York
Branch as its agent for such purpose, and has covenanted and agreed that service of
process in any suit or proceeding may be made upon it at the office of such agent at Banco
Bilbao Vizcaya Argentaria, S.A., 1345 Avenue of the Americas, 45th Floor, New York, New
York, 10105, U.S.A., (or at such other address or at the office of such other authorized
agent as the
Company or the Guarantor may designate in accordance with Section 1.16 of the
Indenture).



     16. Defeasance. The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of Default with respect
to this Security, in each case upon compliance with certain conditions set forth in the Indenture.



     17. Assumption of the Securities. The Guarantor or any controlled subsidiary of the Guarantor
may assume the obligations of the Company under the Securities without the consent of the Holders
of the Securities. In the event of any such assumption, all obligations of the Company under the
Securities shall immediately be discharged. Any Securities so assumed, except if assumed by the
Guarantor, will have the benefit of the Guarantee. In the event of such an assumption, Additional
Amounts under the Securities will be payable in respect of



B-15









 







taxes imposed by the assuming
corporation’s jurisdiction of incorporation (subject to exceptions equivalent to those that apply
to the obligation to pay Additional Amounts in respect of taxes imposed by the Taxing Jurisdiction
or the Guarantee, as the case may be, in respect of taxes imposed by the laws of the Kingdom of
Spain) rather than taxes imposed by the Kingdom of Spain. Additional Amounts with respect to
payments of interest or principal due prior to the date of such merger, consolidation, sale,
conveyance or lease will be payable only in respect of taxes imposed by the Kingdom of Spain.
Additional Amounts with respect to payments of interest or principal due prior to the date of such
assumption will be payable only in respect of taxes imposed by the Kingdom of Spain. The Guarantor
or the Controlled Subsidiary thereof that assumes the obligations of the Company in such cases will
also be entitled to redeem the Securities in the circumstances described in paragraph 3(b) hereof
with respect to any change or amendment to, or change in the application or official interpretation
of the laws or regulations of such jurisdiction which change or amendment occurs subsequent to the
date of any such assumption. In the event of any such assumption, all obligations of the Company
under the Securities shall immediately be discharged.



     18. Descriptive Headings. The descriptive headings appearing in these terms are for
convenience of reference only and shall not alter, limit or define the provisions hereof.



     All capitalized terms used in this Security but not otherwise defined herein are used as
defined in the Indenture and shall have the meanings assigned to them in the Indenture.



B-16









 





TRUSTEE, PAYING AGENT, TRANSFER AGENT

AND REGISTRAR




Trustee




The Bank of New York Mellon

101 Barclay Street

New York, New York 10286




Paying Agent, Transfer Agent and Security Registrar




The Bank of New York Mellon

101 Barclay Street

New York, New York 10286





B-17









 








EXHIBIT C




FORM OF FACE OF GLOBAL SECURITY




CUSIP NO.




     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE
OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



     This Security may not be offered or sold in the Kingdom of Spain by means of a public offer
(as defined and construed by Spanish law) and may only be offered or sold in the Kingdom of Spain
in compliance with the requirements of Law 24/1988 of July 28, 1988 (as amended from time to time)
on the Spanish Securities Market and Royal Decree 1310/2005 of November 4, 2005 on listing in
secondary markets, public offers and the prospectus required for those purposes.



BBVA U.S. SENIOR, S.A. UNIPERSONAL

GLOBAL SECURITY

 
representing up to                                          [Amount]

 
_____% Senior Guaranteed Securities Due                    




     BBVA U.S. SENIOR, S.A. UNIPERSONAL, a sociedad anónima organized under the laws of the Kingdom
of Spain and having its registered office in the Kingdom of Spain (together with its successors and
permitted assigns under the Indenture referred to on the reverse hereof, the “Company”), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of
                                         on                                         
 or on such earlier date as the principal hereof may become due
in accordance with the provisions hereof.



     [The Company further unconditionally promises, subject to paragraph 2(b) of the Terms and
Conditions of the Securities referred to below, to pay interest in arrears on                      and
                    of each year (each an “Interest Payment Date”), commencing                     , 20_, and at
maturity or redemption, on said principal sum at the rate of ___% per annum. Interest shall
accrue from and including the most recent date to which interest has been paid or duly provided
for,



C-1









 







or, if no
interest has been paid or duly provided for, from
                    ,
20     until
payment of said principal sum has been made or duly provided for. The interest payable on any
such                      and                      will, subject to certain conditions set forth in the Indenture
referred to on the reverse hereof, be paid to Cede & Co., or registered assigns at the end of the
close of business on the Regular Record Date for such interest which shall be the                      and
                     (whether or not a Business Day), as the case may be, next preceding each such Interest
Payment Date.]



     [The principal of this Security shall not bear interest except in the case of a default in
payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the
overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the
extent that the payment of such interest shall be legally enforceable), from the dates such amounts
are due until they are paid or made available for payment. Interest on any overdue principal or
premium shall be payable on demand.]



     This being the Global Security of a series (as defined in the Indenture referred to on the
reverse hereof) deposited with DTC acting as depositary, and registered in the name of Cede & Co.,
a nominee of DTC, Cede & Co., as holder of record of this Global Security, shall be entitled to
receive payments of principal and interest, other than principal and interest due at the maturity
date, by wire transfer of immediately available funds.



     Payment of interest (including Additional Amounts) on Global Securities will be made by wire
transfer in immediately available funds to a U.S. dollar account maintained by the DTC with a bank
in New York City.



     Such payment shall be made in such coin or currency of                      as at the time of payment
shall be legal tender for the payment of public and private debts.



     The Company hereby irrevocably undertakes to the holder hereof to exchange this Global
Security in accordance with the terms of the Indenture without charge upon request of such holder
for Securities of the same series upon delivery hereof to the Trustee together with any
certificates, letters or writings required in Section 3.03 of the Indenture.



     This Security is fully and unconditionally guaranteed by the Guarantor (as defined on the
reverse hereof) as set forth in the Guarantee dated                     , executed by the Guarantor to the
Trustee (as defined on the reverse hereof) for the benefit of the holders of the Securities. A
counterpart of the Guarantee is endorsed on the reverse side hereof.



C-2









 





     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and interest on this Security at the place, times, and rate, and in the currency,
herein prescribed.



     Reference is made to the further provisions set forth under the Terms and Conditions of the
Global Security endorsed on the reverse hereof. Such further provisions shall for all purposes
have the same effect as though fully set forth at this place.



     This Security shall not be valid or obligatory for any purpose until the certificate of
authentication of this Security shall have been manually executed by or on behalf of the Trustee
under the Indenture.



C-3









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



Dated:                     , 20_




	 	 	 	 	 
	 	BBVA U.S. SENIOR, S.A. UNIPERSONAL

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



C-4









 







	 	 	 	 	 



CERTIFICATE OF AUTHENTICATION





     This is the Global Security of a series designated herein referred to in the within-mentioned
Indenture.



Dated:




	 	 	 	 	 
	 	The Bank of New York Mellon, as Trustee

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




C-5









 








EXHIBIT D




BBVA U.S. SENIOR, S.A. UNIPERSONAL




FORM OF AUTHORIZATION CERTIFICATE





     We [Name] duly elected, qualified and acting [Title], acting on behalf of BBVA U.S. Senior,
S.A. Unipersonal (the “Company”), hereby certify that:




     (A) each person listed below is (i) an a Person specified in a Company Order for
purposes of the Indenture (the “Indenture”) dated as of July 18, 2008 among the Company,
Banco Bilbao Vizcaya Argentaria, S.A. and The Bank of New York Mellon, as trustee (the
“Trustee”) and (ii) duly elected or appointed, qualified and acting as the holder of the
respective office or offices set forth opposite his name;




     (B) each signature appearing below is the person’s genuine signature; and




     (C) attached hereto as Schedule 1 is a true, correct and complete specimen of the
certificate representing the Securities.



	 	 	 	 	 
	Name

	 	Title
	 	Signature
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 





     IN WITNESS WHEREOF, we have hereunto signed our names.



Dated:                                        , 20__




	 
	 

	Title

	 

	 

	Title








D-1









 








EXHIBIT E




FORM OF TRANSFER OF                     

 
FOR VALUE RECEIVED, the undersigned hereby transfers to



 



 




(PRINT NAME AND ADDRESS OF TRANSFEREE)




                                              principal amount of this Security, and all rights with respect thereto, and
irrevocably constitutes and appoints                                          as attorney to transfer this Security in the
Security Register thereof, with full power of substitution.



	 	 	 	 	 
	Dated
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	Certifying Signature
	 
	 	 	 	 
	 

	 	 	 	 
	Signed
	 	 	 	 
	 
	 	 	 	 
	Security:
	 	 	 	 







     (i) The signature on this transfer form must correspond to the name as it appears on
the face of this Security.




     (ii) A representative of the Holder should state the capacity in which he or she
signs (e.g., executor).




     (iii) The signature of the person effecting the transfer shall conform to any list of
duly authorized specimen signatures supplied by the registered holder or shall be
certified by a bank which is a member of the Medallion Program or in such other manner as
the Paying Agent, acting in its capacity as transfer agent, or the Trustee, acting in its
capacity as Security Registrar, may require.




E-1