Acquisition: Press release

Banco Bilbao Vizcaya Argentaria SA
07 September 2007



                BBVA successfully completed the acquisition of Compass
                           and will now rank among the
                              top 20 banks in the US


O  The Group has undertaken the biggest transaction in its history to become a 
   leader in the Sunbelt region in the U.S., as well as boasting a prominent 
   position in Texas, Alabama, Arizona and New Mexico


O  As a result of the share and cash structure of the transaction and the trend 
   of the euro/dollar exchange rate, the aggregate consideration to be paid
   by BBVA in the transaction amounts  9.1 billion dollars (6.7 billion euros)


O  Compass is one of the leading banks in Sun Belt region and provides a broad 
   array of products and services through three primary lines of business -
   Corporate Banking, Retail Banking and Wealth Management - while maintaining 
   an excellent credit quality track record


O  BBVA has invested a total 12.6 billion dollars (9.2 billion euros) in
   just two-and-a-half years to build a leading franchise in the US


Today, ahead of initial expectations BBVA completed the acquisition of U.S.
bank, Compass Bancshares, a transaction in which it has invested 6.7 billion
euros (9.1 billion dollars).  This transaction represents the largest investment
that the Group has made so far and strengthens BBVA USA's footprint in the
United States market, where it is ranked among the top 20 banks in the country,
and it is a regional leader in the markets of Texas, Alabama, Arizona and New
Mexico. BBVA has invested approximately 12.6 billion dollars (9.2 billion euros)
in the United States in the past two-and-a-half years.


BBVA today announced the closing of the Compass Bancshares acquisition, which
represents a decisive step forward in its growth strategy in the US and its goal
of becoming a financial services company with a more global reach. As of today,
BBVA owns 100% of Compass Bancshares after having invested 6.7 billion euros
(9.1 billion dollars). This is the largest investment that the Group has made in
its history.


BBVA completed the Compass acquisition earlier than initially expected -the last
quarter of the year- and in seven months. In this short period of time, the
Group received all of the necessary regulatory and corporate approvals required
to successfully complete this transaction.


On June 21st BBVA's Extraordinary Shareholders' Meeting approved the capital
increase necessary to finance part of the acquisition. On August 8th, Compass
shareholders voted in favor of the acquisition, with a majority of 97% of the
shares present and represented at the meeting. Likewise, with regard to the main
authorizations from regulatory authorities, the US Federal Reserve approved the
transaction on May 31st and the Bank of Spain followed suit on June 29th.


On September 10, 2007, BBVA will record a capital increase deed necessary to
issue BBVA shares payable in the transaction.


The legal structure used in the transaction results in BBVA owning 100% of the
shares of Compass, without any remaining minority shareholders.


Regional Leader


Compass is one of the leading banks in the Sunbelt region of the US that
stretches from California to Florida, one of the most attractive and dynamic
areas in the US due to its economic and demographic growth. The Group has
defined it as a strategic area for its expansion plans. Compass' business
activities, similar to BBVA's, are focused on commercial and retail banking and
wealth management.  In addition, the bank has a high credit quality portfolio
and is not involved in the subprime business.


The new bank that is now part of the BBVA Group has assets of 34.9 billion
dollars, 25.5 billion dollars in loans and 23.7 billion in deposits (figures as
of 06-30-07). Its headquarters are in Birmingham, Alabama.  Compass operates 415
branches in six states including 164 in Texas, 89 in Alabama, 75 in Arizona, 44
in Florida, 33 in Colorado and 10 in New Mexico.


BBVA, positioned among the top 20 in the US in just two-and-a-half years


The acquisition of Compass is BBVA's fifth purchase in the last two-and-a-half
years in the US, representing with an overall investment of 12.6 billion dollars
(approximately 9.2 billion euros). The Group initiated its growth strategy in
2004 when it announced the acquisition of Valley Bank in California to develop
basic banking services and remittances. In 2005 and 2006, BBVA purchased Laredo
National, Texas Regional and State National, banks operating in Texas and New
Mexico, in order to capitalize on business opportunities in the commercial and
retail banking segments.


Following the latest acquisition, BBVA USA will rank among the top 20 banks in
the US, with a franchise comprising 622 branches, assets amounting to 47 billion
dollars, 32 billion in loans and 33 billion in deposits. BBVA USA has become a
regional leader in the states of Texas, Alabama, Arizona and New Mexico, and it
has a prominent position in Florida and Colorado, covering a potential market of
100 million inhabitants.


About BBVA

BBVA is a financial group with more than $620 billion in total assets, 42
million clients, 7,500 branches and approximately 101,000 employees in more than
30 countries. The BBVA Group maintains a leadership position in Spain, Mexico,
Latin America and has started a growth and diversification strategy in the U.S.
and Asia.

As of September 6, it has a market capitalization of $ 81.6 billion (Euro 59.6
billion) and it is listed in Madrid stock exchange, London exchange and NYSE,
among others.


Forward-Looking Statements

                This document may include 'forward-looking statements' within
the meaning of the 'safe harbor' provisions of the United States Private
Securities Litigation Reform Act of 1995.  Forward-looking statements may be
identified by the use of words such as 'anticipate,' 'believe,' 'expect,' '
estimate,' 'plan,' 'outlook,' and 'project' and other similar expressions that
predict or indicate future events or trends or that are not statements of
historical matters.  Investors are cautioned that such forward-looking
statements with respect to revenues, earnings, performance, strategies,
prospects and other aspects of the businesses of Banco Bilbao Vizcaya
Argentaria, S.A. ('BBVA'), Compass Bancshares, Inc. ('Compass') and the combined
group after completion of the proposed transaction are based on current
expectations that are subject to risks and uncertainties. A number of factors
could cause actual results or outcomes to differ materially from those indicated
by such forward-looking statements. These factors include, but are not limited
to, the following risks and uncertainties: those set forth in BBVA's and
Compass's filings with the Securities and Exchange Commission ('SEC'), the
failure to obtain and retain expected synergies from the proposed transaction,
failure of Compass stockholders to approve the transaction, failure of BBVA
stockholders to approve the related capital increase, delays in obtaining, or
adverse conditions contained in, any required regulatory approvals, failure to
consummate or delay in consummating the transaction for other reasons, changes
in laws or regulations and other similar factors.  Readers are referred to
BBVA's and Compass's most recent reports filed with the SEC.  BBVA and Compass
are under no obligation to (and expressly disclaim any such obligation to)
update or alter their forward-looking statements whether as a result of new
information, future events or otherwise.


Additional Information and Where to Find It

This document may be deemed to be solicitation material in
respect of the proposed transaction involving BBVA and Compass.  In connection
with the proposed transaction, BBVA has filed with the SEC a registration
statement on Form F-4 (File no. 333-141813) (the 'Registration Statement') to
register the BBVA ordinary shares to be issued in the proposed transaction and
that includes a definitive proxy statement of Compass dated June 29, 2007 that
also constitutes a prospectus of BBVA. BBVA and Compass have also filed, and
intend to continue to file, additional relevant materials with the SEC. The
Registration Statement and the related proxy statement/prospectus contains and
will contain important information about BBVA, Compass, the proposed transaction
and related matters. SHAREHOLDERS OF COMPASS ARE URGED TO READ THE REGISTRATION
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE
PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.  Investors and security holders may obtain a free copy of
the disclosure documents (including the Registration Statement) and other
documents filed by BBVA and Compass with the SEC at the SEC's website at
www.sec.gov, from BBVA's Investor Relations department or from Compass's
Investor Relations department.  BBVA has also filed certain documents with the
Spanish Comision Nacional del Mercado de Valores in connection with its June 21,
2007 shareholders' meeting held in connection with the proposed transaction,
which are available on the CNMV's website at www.cnmv.es.


Participants in the Transaction

BBVA, Compass and their respective directors and executive
officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the proposed
transactions.  Information regarding BBVA's directors and executive officers is
available in BBVA's annual report on Form 20-F/A, which was filed with the SEC
on June 28, 2007, and information regarding Compass's directors and executive
officers is available in Compass's proxy statement for its 2006 annual meeting
of shareholders, which was filed with the SEC on March 17, 2006.  Additional
information regarding the interests of such potential participants is also
included in the Registration Statement and in the definitive proxy statement/
prospectus for the proposed transaction and the other relevant documents filed
with the SEC.


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