EX-4.3



 





Exhibit 4.3




GUARANTEE





	 	 	THIS GUARANTEE (the “Guarantee”), dated                     , 20___, is executed and delivered by Banco
Bilbao Vizcaya Argentaria, S.A., a limited liability company (sociedad anónima) incorporated
under the laws of the Kingdom of Spain (the “Bank” or the “Guarantor”) for the benefit of
the Holders (as defined below).
	 
	 	 	WHEREAS, the Bank wishes to procure the issue by BBVA International Preferred, S.A.
Unipersonal, a limited liability company (sociedad anónima) incorporated under the laws of
the Kingdom of Spain (the “Issuer”) of Series                            Non-cumulative Guaranteed Preferred
Securities (the “Preferred Securities”) and the Bank wishes to issue this Guarantee for the
benefit of the Holders.
	 
	 	 	NOW, THEREFORE the Bank executes and delivers this Guarantee for the benefit of the Holders.
	 
	1.	 	Interpretation
	 
	1.1	 	Definitions
	 
	 	 	As used in this Guarantee, the following terms shall, unless the context otherwise requires,
have the following meanings:
	 
	 	 	“Bank Shares” means any ordinary shares of the Bank;
	 
	 	 	“Conditions” means the conditions of the Preferred Securities, as set out in the prospectus
dated July [•], 2007 as amended by the prospectus supplement dated                     , 20___;
	 
	 	 	“Fiscal Year” means the accounting year of the Guarantor as set out in its by-laws;
	 
	 	 	“Guarantee Payments” means (without duplication) (i) any accrued but unpaid Distribution
payable on the Preferred Securities for the most recent Distribution Period; (ii) the
Redemption Price or the Special Redemption Amount, as the case may be, payable on the
redemption of Preferred Securities; and (iii) the Liquidation Distributions due on the
Liquidation Date;
	 
	 	 	“Holder” means any holder from time to time of any Preferred Security; provided, however,
that in determining whether the Holders of the requisite percentage of Preferred Securities
have given any request, notice, consent or waiver hereunder, Holder shall not include the
Bank or any Subsidiary (including the Issuer);
	 
	 	 	“Liquidation Date” means the date of final distribution of the assets of the Issuer in the
case of any liquidation, dissolution or winding-up of the Issuer (whether voluntary or
involuntary);
	 
	 	 	“Spain” means the Kingdom of Spain.
	 
	1.2	 	Other defined terms
	 
	 	 	Terms used but not defined in this Guarantee shall have the meanings ascribed thereto in the
Conditions.
	 
	1.3	 	Clauses
	 
	 	 	Any reference in this Guarantee to a Clause is, unless otherwise stated, to a clause hereof.
	 
	1.4	 	Headings




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     Headings and sub-headings are for ease of reference only and shall not affect the construction
of this Guarantee.




			
	2.	 	Guarantee






	2.1	 	Guarantee





     Subject to the limitations contained in the following paragraphs of this Clause 2, the Bank
irrevocably, jointly (in Spanish, solidariamente) and unconditionally agrees to pay in full to the
Holders, the Guarantee Payments (to the extent not paid by the Issuer), as and when due upon
receipt of a notice by any Holder demanding payment, regardless of any defence, right of set-off or
counterclaim which the Issuer may have or assert. This Guarantee is unconditional and irrevocable.




			
	2.2	 	Limitations to the Guarantee Payments in relation to the Distributions





     Notwithstanding Clause 2.1, a Holder’s right to receive any Guarantee Payment in respect of
Distributions (including accrued and unpaid Distributions relating to the Redemption Price, Special
Redemption Amount or Liquidation Distribution) on any Preferred Securities is conditional upon the
following:




	 	2.2.1	 	the aggregate of such Distributions, together with any other distributions
previously paid during the then current Fiscal Year and any distributions proposed to
be paid during the then current Distribution Period in each case on or in respect of
Parity Securities (including the Preferred Securities), not exceeding the Distributable
Profits of the immediately preceding Fiscal Year; or
	 
	 	2.2.2	 	even if Distributable Profits are sufficient, to the extent that under
applicable Spanish banking regulations affecting financial institutions which fail to
meet their capital ratios, the Bank not being prevented at such time from making
payments on its ordinary shares or Parity Securities issued by it.






			
	2.3	 	Limitations to the Guarantee Payments in relation to the Liquidation Distributions





     Notwithstanding Clause 2.1, if, at the time that any Liquidation Distributions are to be paid
by the Bank in respect of the Preferred Securities or any other Parity Securities, proceedings are
or have been commenced for the voluntary or involuntary liquidation, dissolution or winding up of
the Bank or for a reduction in the Bank’s shareholders’ equity pursuant to Article 169 of the
Spanish Corporation Law (Ley de Sociedades Anónimas) the Liquidation Distribution with respect to
all Parity Securities (including the Preferred Securities) shall not exceed the amount that would
have been paid from the assets of the Bank (after payment in full, in accordance with Spanish law,
of all creditors of the Bank, including Holders of its subordinated debt, but excluding Holders of
any guarantee or other contractual right expressed to rank pari passu with or junior to this
Guarantee) had Parity Securities (including the Preferred Securities) been issued by the Bank and
ranked (A) junior to all liabilities of the Bank, (B) pari passu with Parity Securities issued by
the Bank, if any, and (C) senior to the Bank Shares.




			
	2.4	 	Pro Rata Payments





     If the amounts described in Clause 2.1 cannot be paid by reason of any limitation referred to
in Clause 2.2 or 2.3, such amounts will be payable pro rata in the proportion that the amount
available for payment bears to the full amount that would have been payable but for such
limitations. The determination of any such limitation of the Bank’s obligations under this
Guarantee as set forth will be made on the relevant Distribution Payment Date, Special Redemption
Date, redemption date or Liquidation Date, as the case may be.




			
	2.5	 	Ranking of the Guarantee





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     The Bank agrees that subject to applicable laws, the Bank’s obligations hereunder constitute
unsecured obligations of the Bank and rank and will at all times rank (a) junior to all liabilities
of the Bank (including subordinated liabilities); (b) pari passu with any Parity Securities issued
by the Bank and any obligation assumed by the Bank under any guarantee in favour of holders of any
Parity Securities issued by any Subsidiary; and (c) senior to the Bank Shares and any other class
of share capital expressed to rank junior as to participation in profits to the Bank’s obligations
hereunder.




			
	2.6	 	Acceptance of the Guarantee





     The mere subscription of Preferred Securities will be deemed for all purposes to constitute
the plain and full acceptance of this Guarantee.




			
	3.	 	Characteristics of the Guarantor’s obligations under the Guarantee






	3.1	 	Waiver





     The Guarantor waives any right or benefit (of order or excussio and division — orden,
excusión y división) to which it may be entitled under Spanish law with regard to objecting to make
any payment by virtue of the Guarantee.



     The obligations of the Guarantor are independent of those of the Issuer. The Guarantor shall
remain liable as the principal and sole debtor hereunder to make Guarantee Payments pursuant to the
terms of this Guarantee, and shall not be able to demand that the Holders of the Preferred
Securities exhaust any of their rights or take any legal action against the Issuer prior to taking
action against the Guarantor (Garantía Solidaria under Spanish law).




			
	3.2	 	Obligations and Commitments of the Guarantor





     The obligations and commitments of the Guarantor shall not be affected by any of the following
circumstances:




	 	3.2.1	 	the waiver by the Issuer, either by the application of a legal provision or
for any other reason, to fulfil any commitment, term or condition, whether implicit or
explicit, in relation to the Preferred Securities; or
	 
	 	3.2.2	 	the extension of the Distribution Payment Date, the Liquidation Date or the
date for payment of the Redemption Price or the Special Redemption Date with regard to
the Preferred Securities or the extension granted for the fulfilment of any other
obligation related to the Preferred Securities; or
	 
	 	3.2.3	 	any breach, omission or delay by the Holders in exercising the rights granted
by the Preferred Securities; or
	 
	 	3.2.4	 	the liquidation, dissolution, or sale of any asset given as a guarantee,
temporary receivership, bankruptcy, receivership proceedings or renegotiation of debt
affecting the Issuer; or
	 
	 	3.2.5	 	any defect in or invalidity of the Preferred Securities; or
	 
	 	3.2.6	 	transactions involving any obligation guaranteed by this Guarantee or
undertaken by virtue of this Guarantee.





     The Holders of Preferred Securities shall not be obliged in any circumstances to notify the
Guarantor of the occurrence of any of the above circumstances and nor shall they be obliged to
obtain the Guarantor’s consent in relation to the same.



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	3.3	 	Subrogation





     The Bank shall be subrogated to any and all rights of the Holders against the Issuer in
respect of any amounts paid to the Holders by the Bank under this Guarantee. The Bank shall not
(except to the extent required by mandatory provisions of law) exercise any rights which it may
acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a
result of a payment under this Guarantee, if, at the time of any such payment, any amounts are due
and unpaid under this Guarantee. If any amount shall be paid to the Bank in violation of the
preceding sentence, the Bank agrees to pay over such amount to the Holders.




			
	3.4	 	Deposit of the Guarantee





     This Guarantee shall be deposited with and held by                      as Paying Agent until all the
obligations of the Bank have been discharged in full. The Bank hereby acknowledges the right of
every Holder to the production of, and the right of every Holder to obtain a copy of, this
Guarantee. A Holder may enforce this Guarantee directly against the Bank, and the Bank waives any
right or remedy to require that any action be brought against the Issuer or any other person or
entity before proceeding against the Bank. Subject to Clause 3.1, all waivers contained in this
Guarantee shall be without prejudice to the Holder’s right to proceed against the Issuer. The Bank
agrees that this Guarantee shall not be discharged except by payment of the Guarantee Payments in
full and by complete performance of all obligations of the Bank under this Guarantee.




			
	4.	 	Other obligations of the Guarantor under the Guarantee






	4.1	 	No further issues





     The Bank will not issue any preferred securities or other instruments equivalent to preferred
securities ranking senior to its obligations under this Guarantee or give any guarantee in respect
of any preferred securities or other instruments equivalent to preferred securities, issued by any
Subsidiary, if such guarantee would rank senior to this Guarantee (including, without limitation,
any guarantee that would provide a priority of payment with respect to Distributable Profits)
unless, in each case, this Guarantee is amended so that it ranks pari passu with, and contains
substantially equivalent rights of priority as to payment of Distributable Profits as, any such
other preferred securities or securities or other instruments equivalent to preferred securities or
other such guarantee.




			
	4.2	 	Non-Payments





     The Bank undertakes that if any amount required to be paid pursuant to this Guarantee in
respect of any Distribution payable in respect of the most recent Distribution Period has not been
paid, whether by reason of the limitations of Clause 2.2 and 2.3 or otherwise, no distributions
(except distributions in the form of the Bank Shares or other shares of the Bank ranking junior to
the obligations of the Bank under this Guarantee) will be declared or paid or set aside for
payment, or other distribution made, upon the Bank Shares or any other class of share capital or
any securities of the Bank ranking junior to this Guarantee, nor will any Bank Shares or any other
class of share capital or securities of the Bank ranking pari passu with or junior to the
obligations of the Bank under this Guarantee, be redeemed, repurchased or otherwise acquired for
any consideration (or any moneys be paid to or made available for a sinking fund for the redemption
of any such Bank Shares, class of share capital or securities) by the Bank (except by conversion
into or in exchange for shares or securities of the Bank ranking junior to this Guarantee), until
such time as the Issuer or the Bank pursuant to this Guarantee shall have made payment in full of
Distributions as described in the prospectus supplement dated ___, 20___.




			
	4.3	 	Ownership





     The Guarantor undertakes to hold (directly or indirectly) 100% of the ordinary shares of the
Issuer so long as any Preferred Securities of the Issuer shall remain outstanding, and not to
permit or take any action to



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cause the liquidation, dissolution or winding up of the Issuer except as provided in paragraph
3.2 of the terms and conditions of the Preferred Securities.





			
	4.4	 	Voting Rights





     The Bank undertakes in connection with the right of the Holders to participate in the adoption
of certain decisions in the General Meetings as contemplated in the Conditions:




	 	4.4.1	 	to vote, in the corresponding general meeting of shareholders of the Issuer,
in favour of the appointment or removal of the directors so named by the General
Meetings and to take all necessary measures in such regard;
	 
	 	4.4.2	 	to vote, in the corresponding general meeting of shareholders of the Issuer,
in conformity with the result of the vote of the General Meetings with respect to the
dissolution and winding-up of the Issuer; and
	 
	 	4.4.3	 	to vote, in the corresponding general meeting of shareholders of the Issuer,
in conformity with the result of the vote of the General Meetings with respect to the
issuance of further Preferred Securities or of other preferred securities where the
Issuer has not duly made the most recent distribution required in respect of the
preferred securities issued and outstanding at the time.






			
	4.5	 	Compliance with the Preferred Securities





     The Guarantor agrees to comply with any obligations expressed to be undertaken by it under the
terms of the Preferred Securities.




			
	5.	 	Termination of the Guarantee





     This Guarantee shall terminate and be of no further force and effect upon payment in full of
the Redemption Price or the Special Redemption Amount, as the case may be, or purchase and
cancellation of all Preferred Securities or payment in full of the Liquidation Distributions,
provided, however, that this Guarantee will continue to be effective or will be reinstated, as the
case may be, if at any time payment of any sums paid under the Preferred Securities or this
Guarantee must be restored by a Holder for any reason whatsoever.




			
	6.	 	General






	6.1	 	Successors and Assigns





     Subject to operation of law, all guarantees and agreements contained in this Guarantee shall
bind the successors, assigns, receivers, trustees and representatives of the Bank and shall inure
to the benefit of the Holders, each of whom shall be entitled severally to enforce this Guarantee
against the Bank. The Bank shall not transfer its obligations hereunder without the prior approval
of (i) the Bank of Spain and (ii) the Holders of not less than two-thirds in Liquidation Preference
of the Preferred Securities or by resolution of a General Meeting approved by the Holders of
Preferred Securities representing at least two-thirds of the Liquidation Preference, provided,
however, that the foregoing shall not preclude the Bank from merging or consolidating with, or
transferring or otherwise assigning all or substantially all of its assets to, a banking
organization or any other entity permitted by applicable laws without obtaining any approval of
such Holders. The convening and holding of the General Meeting shall be done in accordance with the
Regulations.



     The Bank shall notify (i) any request for approval from the Holders and (ii) any merger,
consolidation, transfer or assignment, each as referred to in this Clause 6.1, in accordance with
Clause 6.4.




			
	6.2	 	Transfers





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     This Guarantee is solely for the benefit of the Holders and is not separately transferable
from the Preferred Securities.




			
	6.3	 	Amendments





     Except for those changes (a) required by Clause 4.1 hereof, (b) which do not adversely affect
the rights of Holders or (c) necessary or desirable to give effect to any one or more transactions
referred to in the proviso to Clause 6.1 (in any of which cases no agreements will be required),
this Guarantee shall be changed only by agreement in writing signed by the Bank with the prior
approval of (i) the Bank of Spain and (ii) the Holders of not less than two-thirds in Liquidation
Preference of the Preferred Securities or by resolution of a General Meeting approved by the
Holders of the Preferred Securities representing at least two-thirds of the Liquidation Preference.
The calling and holding of such General Meeting shall be done in accordance with the Regulations.




			
	6.4	 	Notices






	 	6.4.1	 	Any notice, request or other communication required or permitted to be given
hereunder to the Bank shall be given in writing by delivering the same against receipt
therefore or by facsimile transmission (confirmed by mail) addressed to the Bank, as
follows (and if so given by facsimile transmission), shall be deemed given upon mailing
of confirmation, to:
	 
	 	 	 	Banco Bilbao Vizcaya Argentaria, S.A.

Paseo de la Castellana, 81

28046 Madrid
	 
	 	 	 	Facsimile: +34 91 537 4011
	 
	 	 	 	Attention:                                         
	 
	 	 	 	The address of the Bank may be changed at any time and from time to time and shall be
the most recent such address furnished in writing by the Bank to                      as Paying
Agent.
	 
	 	6.4.2	 	Any notice, request or other communication required to be given by the Bank
under this Guarantee will be given by it (i) so long as any Preferred Security is
admitted to the official list maintained by the UK Listing Authority and admitted to
trading on the London Stock Exchange plc’s Gilt-Edged and Fixed Interest Market, and
the UK Listing Authority so requires, by publication in a leading newspaper having a
general circulation in London (which is expected to be the Financial Times) or, if such
a publication is not practicable, in a leading daily newspaper in English and having
general circulation in Europe and (ii) by mail to DTC or one of its direct or indirect
participants (in any case not less than 30 nor more than 60 days prior to the date of
the act or event to which such notice, request or communication relates).
	 
	 	 	 	In accordance with their published rules and regulations, DTC or one of its direct or
indirect participants will notify Holders of securities accounts with it to which any
Preferred Securities are credited of any such notices received by it.






			
	6.5	 	Annual Reports





     The Bank will furnish any prospective Holder, upon request of such Holder, with a copy of its
annual report, and any interim reports made generally available by the Bank to Holders of the Bank
Shares.




			
	7.	 	Law and Jurisdiction






	7.1	 	Law





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     This Guarantee shall be governed by, and construed in accordance with, Spanish law.




			
	7.2	 	Jurisdiction





     The Bank hereby irrevocably agrees for the benefit of the Holders that the courts of Madrid
are to have jurisdiction to settle any disputes which may arise out of or in connection with this
Guarantee and that accordingly any suit, action or proceedings arising out of or in connection with
this Guarantee (together referred to as “Proceedings”) may be brought in such courts. The Bank
irrevocably waives any objection which it may have now or hereinafter to the laying of the venue of
any Proceedings in the courts of Madrid. Nothing contained in this clause shall limit any right to
take Proceedings against the Bank in any other court of competent jurisdiction, nor shall the
taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other
competent jurisdictions, whether concurrently or not.



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THIS GUARANTEE is executed as of the date first above written on behalf of the Bank.




BANCO BILBAO VIZCAYA ARGENTARIA, S.A.




By:
                                           
                                       





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