Common use of Selling Agent Clause in Contracts

Selling Agent. Banco Bilbao Vizcaya Argentaria, S.A Ciudad BBVA c/ Xxxxxxx, 28 Edificio Asia Nivel 1, 28050 Madrid. (f) Authentication Agent: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (g) Common Safekeeper: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (h) Issuer's Agent for Service of Process: Banco Bilbao Vizcaya Argentaria, S.A. at its principal London office, for the time being at Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx X00 0XX. Signed on behalf of the Issuer: By: Name: Title: ANNEX‌ FORM SWAP TRANSACTION CONFIRMATION AMENDED AND RESTATED SWAP TRANSACTION CONFIRMATION Date: 3 March 2017 as amended and restate on 16 March 2017 To: Douro Finance B.V. De Entree 99 -197 1101 HE Amsterdam The Netherlands From: Banco Bilbao Vizcaya Argentaria, S.A. RE: Series 2017-402 EUR 2,900,000 Secured Limited Recourse Equity Linked Securities due 2020 This Amended and Restated Swap Transaction Confirmation amends and restates the original Swap Transaction Confirmation entered into between the parties hereto in connection with the Series identified above on or prior to the date hereof with effect from the date of the original Swap Transaction Confirmation. Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the share swap transaction entered into between Banco Bilbao Vizcaya Argentaria, S.A. (“Party A”) and Douro Finance B.V. (“Party B”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. The definitions and provisions contained in the 2006 ISDA Definitions and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and, together with the 2006 ISDA Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.

Selling Agent. Banco Bilbao Vizcaya Argentaria, S.A Ciudad BBVA c/ Xxxxxxx, 28 Edificio Asia Nivel 1, 28050 MadridXxxx Xxxxx 0 00000 Xxxxxx. (fx) Authentication Agent: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (g) Common Safekeeper: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (h) Issuer's Agent for Service of Process: Banco Bilbao Vizcaya Argentaria, S.A. at its principal London office, for the time being at Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx X00 0XX. Signed on behalf of the Issuer: By: Name: Title: ANNEX‌ ANNEX FORM OF SWAP TRANSACTION CONFIRMATION AMENDED AND RESTATED SWAP TRANSACTION CONFIRMATION Date: 3 14 March 2017 as amended and restate restated on 16 30 March 2017 To: Douro Finance B.V. De Entree 99 -197 1101 HE Amsterdam X.X. Xx Xxxxxx 00 -000 0000 XX Xxxxxxxxx The Netherlands From: Banco Bilbao Vizcaya Argentaria, S.A. RE: Series 20170000-402 EUR 2,900,000 000 XXX 2,200,000 Secured Limited Recourse Equity Linked Securities due 2020 2022 This Amended and Restated Swap Transaction Confirmation amends and restates the original Swap Transaction Confirmation entered into between the parties hereto in connection with the Series identified above on or prior to the date hereof with effect from the date of the original Swap Transaction Confirmation. Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the share swap transaction entered into between Banco Bilbao Vizcaya Argentaria, S.A. (“Party A”) and Douro Finance B.V. (“Party B”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. The definitions and provisions contained in the 2006 ISDA Definitions and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and, together with the 2006 ISDA Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of the Trade Date as amended and supplemented from time to time (the "Agreement"), entered into by you and us by our execution of the Trust Instrument dated as of 30 March 2017 (the “Trust Instrument”), by and among the persons thereto for purposes of constituting Series 0000-000 XXX 2,200,000 Secured Limited Recourse Equity Linked Securities due 2022 (the “Securities”) of the Issuer issued under its EUR 5,000,000,000 Limited Recourse Secured Debt Issuance Programme (the “Programme”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. All terms defined in the Agreement and not otherwise defined herein shall have the meanings assigned in the Agreement. References to “Securities”, the “Conditions” in respect of the Securities and any other capitalized term that is used but not defined herein, the Agreement or the Definitions shall have their meanings as given to them in the Trust Instrument and in the event of any inconsistency between words and meaning defined in the Trust Instrument and words and meaning defined in this Confirmation, this Confirmation will prevail. The terms of the particular Transaction to which this Confirmation relates are as follows:

Selling Agent. Banco Bilbao Vizcaya Argentaria, S.A Ciudad BBVA c/ Xxxxxxx, 28 Edificio Asia Oceanía Nivel 1, 1 28050 Madrid. (f) Authentication Agent: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (g) Common Safekeeper: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (h) Issuer's Agent for Service of Process: Banco Bilbao Vizcaya Argentaria, S.A. at its principal London office, for the time being at Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx X00 0XX. Signed on behalf of the Issuer: By: Name: Title: ANNEX‌ ANNEX 1 FORM OF SWAP TRANSACTION CONFIRMATION AMENDED AND RESTATED SWAP TRANSACTION CONFIRMATION Date: 3 March 5 January 2017 as amended and restate restated on 16 March 25 January 2017 To: Douro Finance B.V. De Entree 99 -197 1101 HE Amsterdam The Netherlands From: Banco Bilbao Vizcaya Argentaria, S.A. RE: Series 2017-402 388 EUR 2,900,000 1,000,000 Secured Limited Recourse Equity Index Linked Securities due 2020 2022 This Amended and Restated Swap Transaction Confirmation amends and restates the original Swap Transaction Confirmation entered into between the parties hereto in connection with the Series identified above on or prior to the date hereof with effect from the date of the original Swap Transaction Confirmation. Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the share index swap transaction entered into between Banco Bilbao Vizcaya Argentaria, S.A. (“Party A”) and Douro Finance B.V. (“Party B”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. The definitions and provisions contained in the 2006 ISDA Definitions and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and”, together with the 2006 ISDA Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of the Trade Date as amended and supplemented from time to time (the "Agreement"), entered into by you and us by our execution of the Trust Instrument dated 25 January 2017 (the “Trust Instrument”), by and among the persons thereto for purposes of constituting Series 2017-388 EUR 1,000,000 Secured Limited Recourse Index Linked Securities due 2022 (the “Securities”) of the Issuer issued under its EUR 5,000,000,000 Limited Recourse Secured Debt Issuance Programme (the “Programme”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. All terms defined in the Agreement and not otherwise defined herein shall have the meanings assigned in the Agreement. References to the “Conditions” in respect of the Securities and any other capitalized term that is used but not defined herein, the Agreement or the Definitions shall have their meanings as given to them in the Trust Instrument and in the event of any inconsistency between words and meaning defined in the Trust Instrument and words and meaning defined in this Confirmation, this Confirmation will prevail. The terms of the particular Transaction to which this Confirmation relates are as follows:

Selling Agent. Banco Bilbao Vizcaya Argentaria, S.A Ciudad BBVA c/ Xxxxxxx, 28 Edificio Asia Nivel 1, 28050 MadridXxxx Xxxxx 0 00000 Xxxxxx. (fx) Authentication Agent: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (g) Common Safekeeper: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (h) Issuer's Agent for Service of Process: Banco Bilbao Vizcaya Argentaria, S.A. at its principal London office, for the time being at Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx X00 0XX. Signed on behalf of the Issuer: By: Name: Title: ANNEX‌ FORM SWAP TRANSACTION CONFIRMATION AMENDED AND RESTATED SWAP TRANSACTION CONFIRMATION Date: 3 March 2017 8 November 2016 as amended and restate restated on 16 March 2017 25 November 2016 To: Douro Finance B.V. De Entree 99 -197 1101 HE Amsterdam X.X. Xx Xxxxxx 00 -000 0000 XX Xxxxxxxxx The Netherlands From: Banco Bilbao Vizcaya Argentaria, S.A. RE: Series 20170000-402 EUR 2,900,000 000 XXX 2,500,000 Secured Limited Recourse Equity Linked Securities due 2020 2017 This Amended and Restated Swap Transaction Confirmation amends and restates the original Swap Transaction Confirmation entered into between the parties hereto in connection with the Series identified above on or prior to the date hereof with effect from the date of the original Swap Transaction Confirmation. Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the share swap transaction entered into between Banco Bilbao Vizcaya Argentaria, S.A. (“Party A”) and Douro Finance B.V. (“Party B”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. The definitions and provisions contained in the 2006 ISDA Definitions and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and, together with the 2006 ISDA Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of the Trade Date as amended and supplemented from time to time (the "Agreement"), entered into by you and us by our execution of the Trust Instrument dated of 14 July 2016 (the “Trust Instrument”), by and among the persons thereto for purposes of constituting Series 0000-000 XXX 2,500,000 Secured Limited Recourse Equity Linked Securities due 2017 (the “Securities”) of the Issuer issued under its EUR 5,000,000,000 Limited Recourse Secured Debt Issuance Programme (the “Programme”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. All terms defined in the Agreement and not otherwise defined herein shall have the meanings assigned in the Agreement. References to “the “Conditions” in respect of the Securities and any other capitalized term that is used but not defined herein, the Agreement or the Definitions shall have their meanings as given to them in the Trust Instrument and in the event of any inconsistency between words and meaning defined in the Trust Instrument and words and meaning defined in this Confirmation, this Confirmation will prevail.

Selling Agent. Banco Bilbao Vizcaya Argentaria, S.A Ciudad BBVA c/ Xxxxxxx, 28 Edificio Asia Nivel 1, 28050 MadridXxxxxxxx Xxxxxxx Xxxxx 0 00000 Xxxxxx. (fx) Authentication Agent: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (g) Common Safekeeper: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (h) Issuer's Agent for Service of Process: Banco Bilbao Vizcaya Argentaria, S.A. at its principal London office, for the time being at Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx X00 0XX. Signed on behalf of the Issuer: By: Name: Title: ANNEX‌ ANNEX 1‌ FORM SWAP TRANSACTION CONFIRMATION AMENDED AND RESTATED OF SWAP TRANSACTION CONFIRMATION Date: 3 March 2017 as amended and restate on 16 March 25 January 2017 To: Douro Finance B.V. De Entree 99 -197 1101 HE Amsterdam X.X. Xx Xxxxxx 00 -000 0000 XX Xxxxxxxxx The Netherlands From: Banco Bilbao Vizcaya Argentaria, S.A. RE: Series 20170000-402 EUR 2,900,000 000 XXX 6,850,000 Secured Limited Recourse Equity Index Linked Securities due 2020 This Amended and Restated Swap Transaction Confirmation amends and restates the original Swap Transaction Confirmation entered into between the parties hereto in connection with the Series identified above on or prior to the date hereof with effect from the date of the original Swap Transaction Confirmation. 2022 Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the share swap transaction Index Basket Transaction entered into between Banco Bilbao Vizcaya Argentaria, S.A. (“Party A”) and Douro Finance B.V. (“Party B”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. The definitions and provisions contained in the 2006 ISDA Definitions and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and”, together with the 2006 ISDA Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of the Trade Date as amended and supplemented from time to time (the "Agreement"), entered into by you and us by our execution of the Trust Instrument dated 14 February 2017 (the “Trust Instrument”), by and among the persons thereto for purposes of constituting Series 0000-000 XXX 6,850,000 Secured Limited Recourse Index Linked Securities due 2022(the “Securities”) of the Issuer issued under its EUR 5,000,000,000 Limited Recourse Secured Debt Issuance Programme (the “Programme”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. All terms defined in the Agreement and not otherwise defined herein shall have the meanings assigned in the Agreement. References to the “Conditions” in respect of the Securities and any other capitalized term that is used but not defined herein, the Agreement or the Definitions shall have their meanings as given to them in the Trust Instrument and in the event of any inconsistency between words and meaning defined in the Trust Instrument and words and meaning defined in this Confirmation, this Confirmation will prevail. The terms of the particular Transaction to which this Confirmation relates are as follows:

Selling Agent. Banco Bilbao Vizcaya Argentaria, S.A Ciudad BBVA c/ Xxxxxxx, 28 Edificio Asia Nivel 1, 28050 Madrid. (f) Authentication Agent: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (g) Common Safekeeper: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (h) Issuer's Agent for Service of Process: Banco Bilbao Vizcaya Argentaria, S.A. at its principal London office, for the time being at Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx X00 0XX. Signed on behalf of the Issuer: By: Name: Title: ANNEX‌ FORM SWAP TRANSACTION CONFIRMATION AMENDED AND RESTATED FORM SWAP TRANSACTION CONFIRMATION Date: 3 March 1 February 2017 as amended and restate restated on 16 March February 2017 To: Douro Finance B.V. De Entree 99 -197 1101 HE Amsterdam The Netherlands From: Banco Bilbao Vizcaya Argentaria, S.A. RE: Series 2017-402 391 EUR 2,900,000 4,450,000 Secured Limited Recourse Equity Linked Securities due 2020 This Amended and Restated Swap Transaction Confirmation amends and restates the original Swap Transaction Confirmation entered into between the parties hereto in connection with the Series identified above on or prior to the date hereof with effect from the date of the original Swap Transaction Confirmation. Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the share swap transaction entered into between Banco Bilbao Vizcaya Argentaria, S.A. (“Party A”) and Douro Finance B.V. (“Party B”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. The definitions and provisions contained in the 2006 ISDA Definitions and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and, together with the 2006 ISDA Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.

Selling Agent. Banco Bilbao Vizcaya Argentaria, S.A Ciudad BBVA c/ Xxxxxxx, 28 Edificio Asia Nivel 1Xxxxxxxx Xxxxxxx Xxxxx 0, 28050 Madrid00000 Xxxxxx. (fx) Authentication Agent: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (g) Common Safekeeper: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (h) Issuer's Agent for Service of Process: Banco Bilbao Vizcaya Argentaria, S.A. at its principal London office, for the time being at Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx X00 0XX. Signed on behalf of the Issuer: By: Name: Title: ANNEX‌ ANNEX 1 FORM OF SWAP TRANSACTION CONFIRMATION AMENDED AND RESTATED SWAP TRANSACTION CONFIRMATION Date: 3 March 2017 as amended and restate on 16 March 11 April 2017 To: Douro Finance B.V. De Entree 99 -197 1101 HE Amsterdam X.X. Xx Xxxxxx 00 -000 0000 XX Xxxxxxxxx The Netherlands From: Banco Bilbao Vizcaya Argentaria, S.A. RE: Series 20170000-402 EUR 2,900,000 000 XXX 1,750,000 Secured Limited Recourse Equity Index Linked Securities due 2020 This Amended and Restated Swap Transaction Confirmation amends and restates the original Swap Transaction Confirmation entered into between the parties hereto in connection with the Series identified above on or prior to the date hereof with effect from the date of the original Swap Transaction Confirmation. 2022 Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the share swap transaction Index Basket Transaction entered into between Banco Bilbao Vizcaya Argentaria, S.A. (“Party A”) and Douro Finance B.V. (“Party B”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. The definitions and provisions contained in the 2006 ISDA Definitions and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and”, together with the 2006 ISDA Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of the Trade Date as amended and supplemented from time to time (the "Agreement"), entered into by you and us by our execution of the Trust Instrument dated 28 April 2017 (the “Trust Instrument”), by and among the persons thereto for purposes of constituting Series 0000-000 XXX 1,750,000 Secured Limited Recourse Index Linked Securities due 2022 (the “Securities”) of the Issuer issued under its EUR 5,000,000,000 Limited Recourse Secured Debt Issuance Programme (the “Programme”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. All terms defined in the Agreement and not otherwise defined herein shall have the meanings assigned in the Agreement. References to the “Conditions” in respect of the Securities and any other capitalized term that is used but not defined herein, the Agreement or the Definitions shall have their meanings as given to them in the Trust Instrument and in the event of any inconsistency between words and meaning defined in the Trust Instrument and words and meaning defined in this Confirmation, this Confirmation will prevail. The terms of the particular Transaction to which this Confirmation relates are as follows:

Selling Agent. Banco Bilbao Vizcaya Argentaria, S.A Ciudad BBVA c/ Xxxxxxx, 28 Edificio Asia Nivel 1Xxxx Xxxxx 0, 28050 Madrid00000 Xxxxxx. (fx) Authentication Agent: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (g) Common Safekeeper: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (h) Issuer's Agent for Service of Process: Banco Bilbao Vizcaya Argentaria, S.A. at its principal London office, for the time being at Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx X00 0XX. Signed on behalf of the Issuer: By: Name: Title: ANNEX‌ FORM SWAP TRANSACTION CONFIRMATION OF AMENDED AND RESTATED SWAP TRANSACTION CONFIRMATION Date: 3 March 9 February 2017 as amended and restate restated on 16 March 24 February 2017 To: Douro Finance B.V. De Entree 99 -197 1101 HE Amsterdam X.X. Xx Xxxxxx 00 -000 0000 XX Xxxxxxxxx The Netherlands From: Banco Bilbao Vizcaya Argentaria, S.A. RE: Series 20170000-402 EUR 2,900,000 000 XXX 3,950,000 Secured Limited Recourse Equity Linked Securities due 2020 This Amended and Restated Swap Transaction Confirmation amends and restates the original Swap Transaction Confirmation entered into between the parties hereto in connection with the Series identified above on or prior to the date hereof with effect from the date of the original Swap Transaction Confirmation. Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the share swap transaction entered into between Banco Bilbao Vizcaya Argentaria, S.A. (“Party A”) and Douro Finance B.V. (“Party B”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. The definitions and provisions contained in the 2006 ISDA Definitions and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and, together with the 2006 ISDA Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of the Trade Date as amended and supplemented from time to time (the “Agreement”), entered into by you and us by our execution of the Trust Instrument dated of 24 February 2017 (the “Trust Instrument”), by and among the persons thereto for purposes of constituting Series 0000-000 XXX 3,950,000 Secured Limited Recourse Equity Linked Securities due 2020 (the “Securities”) of the Issuer issued under its EUR 5,000,000,000.00 Limited Recourse Secured Debt Issuance Programme (the “Programme”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. All terms defined in the Agreement and not otherwise defined herein shall have the meanings assigned in the Agreement. References to the “Conditions” in respect of the Securities and any other capitalized term that is used but not defined herein, the Agreement or the Definitions shall have their meanings as given to them in the Trust Instrument and in the event of any inconsistency between words and meaning defined in the Trust Instrument and words and meaning defined in this Confirmation, this Confirmation will prevail.

Selling Agent. Banco Bilbao Vizcaya Argentaria, S.A Ciudad BBVA c/ Xxxxxxx, 28 Edificio Asia Nivel 1, 28050 MadridXxxx Xxxxx 0 00000 Xxxxxx. (fx) Authentication Agent: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (g) Common Safekeeper: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (h) Issuer's Agent for Service of Process: Banco Bilbao Vizcaya Argentaria, S.A. at its principal London office, for the time being at Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx X00 0XX. Signed on behalf of the Issuer: By: Name: Title: ANNEX‌ ANNEX 1 FORM SWAP TRANSACTION CONFIRMATION AMENDED AND RESTATED OF SWAP TRANSACTION CONFIRMATION Date: 3 March 2017 as amended and restate on 16 March 2017 17 November 2016 To: Douro Finance B.V. De Entree 99 -197 1101 HE Amsterdam X.X. Xx Xxxxxx 00 -000 0000 XX Xxxxxxxxx The Netherlands From: Banco Bilbao Vizcaya Argentaria, S.A. RE: Series 20170000-402 EUR 2,900,000 000 XXX 14,400,000 Secured Limited Recourse Equity Index Linked Securities due 2020 This Amended and Restated Swap Transaction Confirmation amends and restates the original Swap Transaction Confirmation entered into between the parties hereto in connection with the Series identified above on or prior to the date hereof with effect from the date of the original Swap Transaction Confirmation. 2021 Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the share index swap transaction entered into between Banco Bilbao Vizcaya Argentaria, S.A. (“Party A”) and Douro Finance B.V. (“Party B”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. The definitions and provisions contained in the 2006 ISDA Definitions and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and”, together with the 2006 ISDA Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of the Trade Date as amended and supplemented from time to time (the "Agreement"), entered into by you and us by our execution of the Trust Instrument dated of 30 November 2016 (the “Trust Instrument”), by and among the persons thereto for purposes of constituting Series 0000-000 XXX 14,400,000 Secured Limited Recourse Index Linked Securities due 2021 (the “Securities”) of the Issuer issued under its EUR 5,000,000,000 Limited Recourse Secured Debt Issuance Programme (the “Programme”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. All terms defined in the Agreement and not otherwise defined herein shall have the meanings assigned in the Agreement. References to the “Conditions” in respect of the Securities and any other capitalized term that is used but not defined herein, the Agreement or the Definitions shall have their meanings as given to them in the Trust Instrument and in the event of any inconsistency between words and meaning defined in the Trust Instrument and words and meaning defined in this Confirmation, this Confirmation will prevail. The terms of the particular Transaction to which this Confirmation relates are as follows:

Selling Agent. Banco Bilbao Vizcaya Argentaria, S.A Ciudad BBVA c/ Xxxxxxx, 28 Edificio Asia Nivel 1Xxxx Xxxxx 0, 28050 Madrid00000 Xxxxxx. (fx) Authentication Agent: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (g) Common Safekeeper: Deutsche Bank AG, London Branch, Winchester House, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX. (h) Issuer's Agent for Service of Process: Banco Bilbao Vizcaya Argentaria, S.A. at its principal London office, for the time being at Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx X00 0XX. Signed on behalf of the Issuer: By: Name: Title: ANNEX‌ FORM SWAP TRANSACTION CONFIRMATION AMENDED AND RESTATED SWAP TRANSACTION CONFIRMATION Date: 3 2 March 2017 as amended and restate on 16 14 March 2017 To: Douro Finance B.V. De Entree 99 -197 1101 HE Amsterdam X.X. Xx Xxxxxx 00 -000 0000 XX Xxxxxxxxx The Netherlands From: Banco Bilbao Vizcaya Argentaria, S.A. RE: Series 20170000-402 EUR 2,900,000 000 XXX 2,200,000 Secured Limited Recourse Equity Linked Securities due 2020 2019 This Amended and Restated Swap Transaction Confirmation amends and restates the original Swap Transaction Confirmation entered into between the parties hereto in connection with the Series identified above on or prior to the date hereof with effect from the date of the original Swap Transaction Confirmation. Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the share swap transaction entered into between Banco Bilbao Vizcaya Argentaria, S.A. (“Party A”) and Douro Finance B.V. (“Party B”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. The definitions and provisions contained in the 2006 ISDA Definitions and in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and, together with the 2006 ISDA Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.