BBVA Capital Funding Lt SUBSTITUTION of the issuer

SUBSTITUTION OF BBVA CAPITAL FUNDING LTD. WITH BBVA GLOBAL FINANCE LTD.

On 23 March 2010 (the "Effective Date") the following liabilities of BBVA Capital Funding Ltd. became liabilities of BBVA Global Finance Ltd. Accordingly, BBVA Global Finance Ltd. is now the issuer of these securities:

(a) an issue of €60,000,000 Fixed Rate Notes due 10 October 2011 issued on 10 October 2001 (ISIN: XS0137037957) under its euro medium term note programme; and

(b) an issue of €73,000,000 Fixed Rate Notes due 2015 issued on 16 October 1995 (ISIN: XS0060505228) under its euro medium term note programme.

Each of the above liabilities will continue to benefit from the guarantee of Banco Bilbao Vizcaya Argentaria, S.A.

Copies of the deed poll and legal opinions required to give effect to each substitution are obtainable from Deutsche Bank AG, London Branch by holders of the above liabilities.

For further information, please contact:

BBVA GLOBAL FINANCE LTD.

Paseo de la Castellana, 81 planta 18

28046 Madrid

Spain