BBVA Bancomer in Largest Mexican Bank Issuance

May 17, 2007

Cleary Gottlieb represented BBVA Bancomer, S.A. in its Regulation S/Rule 144A combined offering of U.S.$500 million 6.008% Non-Cumulative Fixed/Floating Rate Subordinated Non-Preferred Notes Due 2022 and €600 million 4.799% Cumulative Fixed/Floating Rate Subordinated Preferred Notes Due 2017, which qualified as Tier 1 and Tier 2 capital, respectively, under Mexican banking regulations. The combined offering represents the largest issuance of Tier 1 and Tier 2 notes by a Mexican bank. Banco Bilbao Vizcaya Argentaria, Credit Suisse and Deutsche Bank Securities acted as initial purchasers of the offering. The transaction closed on May 17.

Bancomer is Mexico's largest bank in terms of total assets, deposits, loans and number of branches.