Notice of EGM

Banco Bilbao Vizcaya Argentaria SA
17 May 2007



Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), pursuant to the provisions of
article 82 of the Spanish Securities Market Act, proceeds by means of the
present document to notify the following:


SIGNIFICANT EVENT


CALL OF A GENERAL SHAREHOLDERS MEETING


BBVA's board of directors has agreed to convene an extraordinary general
shareholders meeting, to be held in  Bilbao, in the 'Palacio Euskalduna',
Abandoibarra street 4, on June 20, 2007, at 12;00 am. on first call and at  same
place and time, on June 21, on second call, according the attached agenda.



                                                            Madrid, May 17, 2007




                            EXTRAORDINARY GENERAL MEETING

                                BILBAO, 21st JUNE 2007

                                          AGENDA



ONE.- Increase the Banco Bilbao Vizcaya Argentaria, S.A. capital by a nominal
sum of €96,040,000.-, in an issue of 196,000,000 new ordinary shares, excluding
pre-emptive subscription rights, in order to fund the acquisition of 100% of the
shares representing the capital of the US company, Compass Bancshares, Inc. ('
Compass', which includes any legal successor), to be fully paid up through
non-cash contributions. The issue price of the shares to be issued (nominal
price plus issue premium) shall equal the closing price of the BBVA share on the
trading day immediately prior to the closing date of said transaction to acquire
Compass, at a minimum of €6.09 per share (higher than the net book value per
share for the BBVA shares already in existence) and a maximum equivalent to the
result of a 20% increase of the value allocated to the non-cash consideration of
the Compass shares by the expert appointed by the Company Registry for the
effects established under article 38 of the Companies Act, having subtracted the
part of the consideration in money.



To authorise the board of directors, pursuant to article 153.1.a) of the
Companies Act, to establish the date on which the resolution shall be enacted
and to determine the terms and conditions of the capital increase not agreed by
the extraordinary general meeting (EGM). Request for listing of new shares.





TWO.- Conferral of authority to the board of directors, which may in turn
delegate said authority, to formalise, correct, interpret and implement the
resolutions adopted by the EGM.



WARNING:  The English version is only a translation of the original in Spanish
for information purposes. In case of a discrepancy, the Spanish original
prevails.


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