EX-4.2



 





Exhibit 4.2




FORM OF GLOBAL PREFERRED SECURITY




	 	 	 
	CUSIP:

	 	                    
	 
	 	 
	ISIN:

	 	                    





UNLESS THIS GLOBAL PREFERRED SECURITY IS PRESENTED BY AN AUTHORISED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY ISSUED IN EXCHANGE FOR
THIS GLOBAL PREFERRED SECURITY OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF                      OR IN
SUCH OTHER NAME AS IS REQUIRED BY AN AUTHORISED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
                     OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORISED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN DTC OR
A NOMINEE THEREOF IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,                     , HAS AN INTEREST
HEREIN.



THIS GLOBAL PREFERRED SECURITY MAY NOT BE EXCHANGED, IN WHOLE OR IN PART, FOR A SECURITY
REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF
EXCEPT IN THE LIMITED CIRCUMSTANCES SET FORTH IN THIS GLOBAL PREFERRED SECURITY, AND MAY NOT BE
TRANSFERRED, IN WHOLE OR IN PART, EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THIS
LEGEND. BENEFICIAL INTERESTS IN THIS GLOBAL PREFERRED SECURITY MAY NOT BE TRANSFERRED EXCEPT IN
ACCORDANCE WITH THIS LEGEND.




1









 








Serial Number: _______




BBVA INTERNATIONAL PREFERRED, S.A. UNIPERSONAL

(incorporated with limited liability under the laws of Spain)




SERIES                           

NON-CUMULATIVE GUARANTEED

PREFERRED SECURITIES

guaranteed by




BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

(incorporated with limited liability under the laws of Spain)




GLOBAL PREFERRED SECURITY



This
global preferred security (the “Global Preferred Security”) is issued in respect of Series
                     Non-cumulative Guaranteed Preferred Securities, each with a liquidation preference of
                     (the “Preferred Securities”) of BBVA International Preferred, S.A. Unipersonal, a sociedad
anónima incorporated under the laws of the Kingdom of Spain, with corporate address at Calle Gran
Vía, 1, Bilbao, Spain, registered with the Mercantile Registry of Vizcaya under Volume 4,569, Sheet
BI-43,064 and with tax identification number B- 95377818.



This certifies that                     , as nominee of the Depository Trust Company (“DTC”), is the registered
holder of                      Preferred Securities for an aggregate nominal amount of                     . The terms and
conditions of the Preferred Securities (the “Conditions”) are contained in Schedule 1 hereto. In
the event of any inconsistency between the provisions of (a) the Conditions and (b) this Global
Preferred Security, the Conditions will prevail.



The Preferred Securities have been issued by virtue of a public deed of issuance executed on
                    , 20___, before Mr/Ms.                     , a Notary Public of                     , identified by file number
                    ,
and registered with
                    
on
                    ,
20    .



Words and expressions defined or set out in the Conditions shall have the same meaning when
used in this Global Preferred Security.



This Global Preferred Security is issued subject to, and with the benefit of, the Conditions
and a Registrar and Transfer and Paying Agency and Calculation Agency Agreement (the “Agency
Agreement” which expression shall be construed as a reference to that agreement as the same may be
amended, supplemented, novated or restated from time to time) dated
                    , 20___ among the Issuer,
Banco Bilbao Vizcaya Argentaria, S.A. (the “Guarantor”) and                      as registrar, transfer, paying
and calculation agent (the “Paying Agent” and “Calculation Agent”).



On any distribution being made in respect of, or purchase and cancellation of, any of the
Preferred Securities represented by this certificate, details of such redemption, distribution or
purchase and cancellation (as the case may be) shall be entered by the Registrar in the Register
(as defined in the Agency Agreement). Upon any such redemption or purchase and cancellation, the
nominal amount of this Global Preferred Security shall be reduced by the nominal amount of the
Preferred Securities so redeemed or purchased and cancelled. The nominal amount of the Global
Preferred Security following any such redemption or purchase and cancellation or any transfer or
exchange as referred to below shall be that amount most recently entered in the Register.




2









 







Preferred Securities represented by this Global Preferred Security are transferable only in
accordance with, and subject to, the provisions of this Global Preferred Security (including the
legend set out above) and the rules and operating procedures of DTC. So long as                     ., as the
nominee of DTC, is the sole registered owner of this Global Preferred Security,                      for all
purposes will be considered the sole holder of this Global Preferred Security. Except as provided
below, owners of beneficial interests in this Global Preferred Security will not be entitled to
have definitive Preferred Securities registered in their names, will not receive delivery of
definitive Preferred Securities and will not be considered to be the holder hereof.



This Global Preferred Security may be exchanged in whole but not in part (free of charge) for
definitive Preferred Securities in the form set out in Schedule 2 to the Agency Agreement (on the
basis that all the appropriate details have been included on the face of such definitive Preferred
Securities and the Conditions have been endorsed on or attached to such definitive Preferred
Securities) only upon the occurrence of an Exchange Event.



An Exchange Event means:





	(a)	 	DTC has notified the Issuer that it is unwilling or unable to continue to act as depositary
for the Preferred Securities or DTC has ceased to be a clearing agency registered under
applicable law and a successor depositary has not been appointed by the Issuer within 90 days;
or
	 
	(b)	 	DTC requests the exchange; or
	 
	(c)	 	the Issuer requires the exchange.




The Issuer will promptly give notice to holders of Global Preferred Securities in accordance
with Condition 8 upon the occurrence of an Exchange Event. Any exchange shall occur no later than
10 days after the date of such notice, subject to and in accordance with the practices of DTC to
the extent applicable.



Exchanges will be made upon presentation of this Global Preferred Security at the office of
the Paying Agent at                      by the holder of it on any day (other than a Saturday or Sunday) on
which banks are open for general business in                      or, as the case may be, the city in which such
other specified office is located. The aggregate nominal amount of definitive Preferred Securities
issued upon an exchange of this Global Preferred Security will be equal to the aggregate nominal
amount of this Global Preferred Security exchanged.



On an exchange in whole of this Preferred Security, this Global Preferred Security shall be
surrendered to the Registrar.



On any exchange or transfer following which Preferred Securities represented by this
certificate are no longer to be so represented details of the exchange or transfer shall be entered
by the Registrar in the Register, following which the nominal amount of this Global Preferred
Security held by the registered holder of this Global Preferred Security shall be reduced by the
nominal amount so exchanged or transferred.



Distributions in respect of this Global Preferred Security will be made to DTC by wire
transfer of immediately available funds for credit to its participants’ accounts. None of the
Issuer, the Guarantor, the Paying Agent or the Registrar shall have any responsibility or liability
for any aspect of the records relating to or payments made on account of beneficial ownership
interests in this Global Preferred Security or for maintaining, supervising, or reviewing any
records relating to those beneficial ownership interests.




3









 







Until such time as any definitive Preferred Securities are issued, there may, so long as any
global Preferred Security certificates representing the Preferred Securities are held in their
entirety on behalf of DTC, be substituted for such publication in such newspaper(s) the delivery of
the relevant notice to DTC or one of its direct or indirect participants for communication by it to
the holders of the Preferred Securities except that for so long as any Preferred Securities are
listed on a stock exchange or admitted to listing by another relevant authority and the rules of
that stock exchange or relevant authority so require, such notice will be published in a daily
newspaper of general circulation in the place or places required by those rules. Any such notice
shall be deemed to have been given to the holders of the Preferred Securities on the third day
after the day on which the said notice was given to DTC.



Until the exchange of the whole of this Global Preferred Security, the registered holder of
this Global Preferred Security shall in all respects (except as otherwise provided in this Global
Preferred Security and in the Conditions) be entitled to the same benefits as if he were the
registered holder of the definitive Preferred Securities represented by this certificate.



Transfers of this Global Preferred Security shall be limited to transfers, in whole but not in
part, to any nominee of DTC or to a successor of DTC or its nominee.



The statements in the legend set out above are an integral part of the terms of this Global
Preferred Security and, by acceptance of this Global Preferred Security, the registered holder of
this Global Preferred Security agrees to be subject to and bound by the terms and provisions set
out in the legend.



This Global Preferred Security is governed by, and shall be construed in accordance with,
Spanish law.



This Global Preferred Security shall not be valid unless authenticated by the Registrar.



For
information purposes only, the aggregate nominal amount of the Series ___ Preferred
Securities is equivalent to                     , based on the spot rate quoted on Bloomberg for                     , 20___
of                      per                     . The Preferred Securities shall not under any circumstances whatsoever be
payable in any currency other than                      or such coin or currency of                      as at the time of
payment shall be legal tender for the payment of public and private debts.




4









 







IN WITNESS whereof the Issuer has caused this Global Preferred Security to be duly executed on its
behalf.




	 	 	 	 	 
	BBVA International Preferred, S.A. Unipersonal

 	 	 
	By:  	 	 	 
	 	[          ] 	 	 
	 	Director 	 	 
	 



	 	 	 	 	 	 
	 	Authenticated without recourse, 
warranty or liability by


 	 	 
	 	 	 	 	 
	 	By:  	 	 	 
	 	 	 	 	 



5









 






	 	 	 	 	 



Serial Number:                     




BBVA INTERNATIONAL PREFERRED, S.A. UNIPERSONAL

(incorporated with limited liability under the laws of Spain)




SERIES                           

NON-CUMULATIVE GUARANTEED

PREFERRED SECURITIES

guaranteed by




BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

(incorporated with limited liability under the laws of Spain)




FORM OF DEFINITIVE PREFERRED SECURITY



This definitive preferred security (the “Definitive Preferred Security”) is issued in respect of
Series ___                      Non-cumulative Guaranteed Preferred Securities, each with a liquidation
preference of                      (the “Preferred Securities”) of BBVA International Preferred, S.A.
Unipersonal, a sociedad anónima incorporated under the laws of the Kingdom of Spain, with corporate
address at Calle Gran Vía, 1, Bilbao, Spain, registered with the Mercantile Registry of Vizcaya
under Volume 4,569, Sheet BI-43,064 and with tax identification number B- 95377818.



This certifies that                     , is the registered holder of                      Preferred Securities for an
aggregate nominal amount of                     . The terms and conditions of the Preferred Securities (the
“Conditions”) are contained in Schedule 1 hereto. In the event of any inconsistency between the
provisions of (a) the Conditions and (b) the Global Preferred Security, the Conditions will
prevail.



The Definitive Preferred Securities have been issued by virtue of a public deed of issuance
executed on                     , 20___, before                     , a Notary Public of                     , identified by file number
                    ,
and registered with
                    
on
                    ,
20    .



Words and expressions defined or set out in the Conditions shall have the same meaning when
used in this Definitive Preferred Security.



For
information purposes only, the aggregate nominal amount of the Series ___ Preferred
Securities is equivalent to                     , based on the spot rate quoted on Bloomberg for                     , 20___
of U.S.                      per                     . The Preferred Securities shall not under any circumstances whatsoever
be payable in any currency other than                      or such coin or currency of                      as at the time of
payment shall be legal tender for the payment of public and private debts.




1









 








	 	 	 	 	 
	BBVA International Preferred, S.A. Unipersonal

 	 	 
	By:  	 	 	 
	 	[                ] 	 	 
	 	 	Director 	 
	 



	 	 	 	 	 	 
	 	Authenticated without recourse, 
warranty or liability by


 	 	 
	 	 	 	 	 
	 	By:  	 	 	 
	 	 	 	 	 



2









 










FORM OF TRANSFER



FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) to




 





 





 





(Please print or type name and address (including postal code) of transferee)



[     ] nominal amount of this Definitive Preferred Security and all rights hereunder,
hereby irrevocably constituting and appointing                      as attorney to transfer such principal
amount of this Definitive Preferred Security in the register maintained by BBVA International
Preferred, S.A. Unipersonal with full power of substitution.




	 	 	 
	Signature(s)

	 	 
	 

	 	 




 




Date:                                         




NOTE:





	1.	 	This form of transfer must be accompanied by such documents, evidence and
information as may be required pursuant to the Conditions (including, if required a
duly completed certification in the form set out in Schedule 3 to the Agency
Agreement) and must be executed under the hand of the transferor or, if the
transferor is a corporation, either under its common seal or under the hand of two
of its officers duly authorised in writing and, in such latter case, the document
so authorising such officers must be delivered with this form of transfer.
	 
	2.	 	The signature(s) on this form of transfer must correspond with the name(s) as
it/they appear(s) on the face of this Definitive Preferred Security in every
particular, without alteration or enlargement or any change whatever.
	 








3









 











SCHEDULE 1




CONDITIONS OF THE PREFERRED SECURITIES




[Conditions of the preferred securities to be set forth in the applicable prospectus supplement.]




Sch-1-1









 





SCHEDULE 2




REGISTER AND TRANSFER OF DEFINITIVE PREFERRED SECURITIES





	1.	 	The Registrar shall at all times maintain in a specified office agreed by the Issuer the
Register showing the amount of the Definitive Preferred Securities from time to time
outstanding and the dates of issue and all subsequent transfers and changes of ownership of
the Definitive Preferred Securities and the names and addresses of the holders of the
Definitive Preferred Securities. The holders of the Definitive Preferred Securities or any of
them and any person authorised by any of them may at all reasonable times during office hours
inspect the Register and take copies of or extracts from it. The Register may be closed by
the Issuer for such periods and at such times (not exceeding in total 30 days in any one year)
as it may think fit.
	 
	2.	 	Each Definitive Preferred Security shall have an identifying serial number which shall be
entered on the Register.
	 
	3.	 	The Definitive Preferred Securities are transferable by execution of the form of transfer
endorsed on them under the hand of the transferor or, where the transferor is a corporation,
under its common seal or under the hand of two of its officers duly authorised in writing.
	 
	4.	 	The Definitive Preferred Securities to be transferred must be delivered for registration to
the specified office of the Registrar with the form of transfer endorsed on them duly
completed and executed and must be accompanied by such documents, evidence and information as
may be required by the Registrar and such other evidence as the Issuer may reasonably require
to prove the title of the transferor or his right to transfer the Definitive Preferred
Securities and, if the form of transfer is executed by some other person on his behalf or in
the case of the execution of a form of transfer on behalf of a corporation by its officers,
the authority of that person or those persons to do so.
	 
	5.	 	The executors or administrators of a deceased holder of Definitive Preferred Securities (not
being one of several joint holders) and in the case of the death of one or more of several
joint holders the survivor or survivors of such joint holders shall be the only person or
persons recognised by the Issuer as having any title to such Definitive Preferred Securities.
	 
	6.	 	Any person becoming entitled to Definitive Preferred Securities in consequence of the death
or bankruptcy of the holder of such Definitive Preferred Securities may upon producing such
evidence that he holds the position in respect of which he proposes to act under this
paragraph or of his title as the Issuer shall require be registered himself as the holder of
such Definitive Preferred Securities or, subject to the preceding paragraphs as to transfer,
may transfer such Definitive Preferred Securities. The Issuer shall be at liberty to retain
any amount payable upon the Definitive Preferred Securities to which any person is so entitled
until such person shall be registered or shall duly transfer the Definitive Preferred
Securities.
	 
	7.	 	Unless otherwise requested by him, the holder of Definitive Preferred Securities shall be
entitled to receive only one Definitive Preferred Security in respect of his entire holding of
the Definitive Preferred Securities.
	 
	8.	 	The joint holders of Definitive Preferred Securities shall be entitled to one Definitive
Preferred Security only in respect of their joint holding of the Definitive Preferred
Securities which shall, except where they otherwise direct, be delivered to the joint holder
whose name appears first in the Register in respect of such joint holding.




Sch-2-1









 












	9.	 	Where a holder of Definitive Preferred Securities has transferred part only of his holding of
Definitive Preferred Securities represented by a single Definitive Preferred Security there
shall be delivered to him without charge a Definitive Preferred Security in respect of the
balance of his holding.
	 
	10.	 	The Issuer shall make no charge to the holders of Definitive Preferred Securities for the
registration of any holding of Definitive Preferred Securities or any transfer of it or for
the issue or delivery of Definitive Preferred Securities in respect of the holding at the
specified office of the Registrar or by uninsured mail to the address specified by the holder.
If any holder entitled to receive a Definitive Preferred Security wishes to have the same
delivered to him otherwise than at the specified office of the Registrar, such delivery shall
be made, upon his written request to the Registrar, at his risk and (except where sent by
uninsured mail to the address specified by the holder) at his expense.
	 
	11.	 	The holder of a Definitive Preferred Security may (to the fullest extent permitted by
applicable laws) be treated at all times, by all persons and for all purposes as the absolute
owner of the Definitive Preferred Security notwithstanding any notice any person may have of
the right, title, interest or claim of any other person to the Definitive Preferred Security.
The Issuer shall not be bound to see to the execution of any trust to which any Definitive
Preferred Security may be subject and no notice of any trust shall be entered on the Register.
The holder of a Definitive Preferred Security will be recognised by the Issuer and the
Guarantor as entitled to his Definitive Preferred Security free from any equity, set-off or
counterclaim on the part of the Issuer or the Guarantor against the original or any
intermediate holder of such Definitive Preferred Security.
	 
	12.	 	A Definitive Preferred Security may be registered only in the name of, and transferred only
to, a named person or persons not exceeding four in number.






Sch-2-2