Acquisition

Banco Bilbao Vizcaya Argentaria SA
16 February 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:



RELEVANT EVENT


BBVA has reached today an agreement for the acquisition of Compass Bancshares,
Inc. ('Compass'), a USA banking group, quoted on Nasdaq, and active in Alabama,
Texas, Florida, Arizona, Colorado and New  Mexico, for a total approximate
amount of US$9,600 million. BBVA will pay part of the consideration to Compass
shareholders in cash and part in 196,000,000 newly issued BBVA shares or ADSs.
The agreement provides that the shareholders of Compass may choose between
consideration in cash or in BBVA shares, subject to proration if either election
is oversubscribed, as both amounts are predetermined.


The acquisition will be accomplished through mergers and a Binding Share
Exchange, and its effect shall be conditioned, according to applicable law, on
the approval of the transaction at a shareholders' meeting of Compass by an
affirmative vote of the majority of the outstanding share capital and, as is
usual in this type of transaction, to prior receipt of regulatory approvals.


BBVA's board, once such administrative approvals have been obtained, will
propose to its shareholders' meeting a capital increase for a maximum amount of
196,000,000 shares, where pre-emptive rights will be excluded. This approval
will be necessary for the implementation of the transaction.


BBVA shall finance the cash consideration in this transaction with internal
resources, among which the funds raised through the sale of its 5.01% stake in
Iberdrola. This sale is accomplished through the closing and settlement of
hedging positions, 'equity swaps' previously agreed, representing gross capital
gains of €844,4 million. With the latter divestment BBVA will cease to hold a
stake in Iberdrola.



Today, at 11.00 (Madrid time) the transactions shall be presented to analysts
and investors. There will be a live webcast of the presentation which may be
accessed from BBVA's corporate site (www.bbva.com) and which will be available
for replay at BBVA's corporate web site during at least the following month.



A press release related to the transaction, which will be disclosed to the
media, is attached.





  BBVA agrees to acquire 100% of Compass Bancshares for approximately $ 9.600
      million and takes a decisive step in its growth strategy in the U.S.


  The transaction will places BBVA among the top 20 banks in the US, becoming a
  regional leader in the markets of Texas, Alabama, Arizona and New Mexico and
            also with a significant presence in Florida and Colorado



 The new BBVA US franchise will reach US$ 47.000 million in assets, US$ 32.000
million in loans, US$ 33.000 million in deposits and 622 branches in a total of
                         7 states after the transaction


The transaction is the largest acquisition announced in BBVA's history and
presents an excellent strategic fit with BBVA's recent acquisitions in the US
from 2004 to 2006 of Valley Bank, Laredo National Bancshares, Texas Regional
Bancshares and State National Bancshares



BBVA will offer Compass shareholders the right, subject to proration, to elect
to receive 2.8 BBVA shares or ADS or $71.82 in cash for each Compass share,
representing a 16.1% premium over the last ten trading days average



BBVA will finance the acquisition through a capital increase of 196 million
shares of BBVA, internal resources coming from the sale of selected stakes and
internal capital generation



The transaction allows BBVA to advance its strategy to move towards a more
global group and after the transaction the US will contribute approximately 10%
of group's earnings



Compass, with total assets of US$ 34.200 million, a network of 417 branches and
a net profit of US$ 460 million, will notably increase the growth capacity of
BBVA US in retail and SMEs banking and in other business, such as insurance and
credit cards


BBVA has announced today a definitive agreement to acquire 100% of the shares of
Compass Bancshares Inc. for a value of approximately US$ 9.600 million, taking a
decisive step in its growing strategy in the US. BBVA will offer Compass
shareholders the right, subject to proration, to elect to receive 2.8 BBVA
American Depositary Shares or US$71.82 in cash for each Compass share,
representing a 16.1% premium over the last ten trading days average. With this
transaction BBVA US will place BBVA among the top 20 banks in the US with a
franchise of 622 branches, US$ 47.000 million in assets, the regional leadership
in the markets of Texas, Alabama, Arizona and New Mexico and a significant
presence in Florida and Colorado. The US franchise, after the transaction, will
contribute approximately to 10% of the group's earnings, showing an important
advance in BBVA's strategy to move towards a more global financial group



The transaction, subject to regulatory and shareholder approvals, has been
approved by the by the Board of Directors of BBVA and Compass. The transaction
is expected to create value for BBVA shareholders and to provide an excellent
fit with BBVA's growth profitable  strategy. At the same time, the transaction
is attractive for Compass shareholders and permits the integration of Compass
into one of the more profitable and efficient global franchises.



With this transaction BBVA strengthens its presence in the southern US, one of
the most attractive financial markets in the country, where BBVA has been
present through its acquisitions of Laredo National Bancshares in 2005 and State
National Bancshares and Texas Regional Bancshares in 2006. It also highlights
the excellent strategic fit with BBVA's franchise in the US.



For BBVA, Compass represents a platform with an excellent positioning in the '
Sunbelt' area from California to Florida, which is considered an attractive
region in the US due to its high growth rates, and is an attractive geographical
fit with the areas of interest for BBVA, complementing prior areas covered
perfectly.



Established in 1970, and based in Birmingham (Alabama), Compass has a presence
in the retail, wholesale and private banking segments with 417 branches
distributed between Texas (165), Alabama (90), Arizona (74), Florida (44),
Colorado (33) and New Mexico (11).  Additionally, Compass has a relevant credit
card business, ranked among the 35 main US credit cards issuers.



Financially, Compass has runnered up for its high growth volumes and has a good
mix of profitability, credit quality and efficiency combined with an outstanding
brand awareness. BBVA's management team is a respected management team by the
market, investors and the press community.



Since its establishment, Compass has been awarded by Forbes as one of the best
managed companies in the US, obtaining the 'Mergent Achiever Award' for its
consistent dividend growth and the 'Greenwich Research' for its customer
satisfaction levels. The entity has traded in NASDAQ since 1984.



Compass shareholders that receive BBVA shares in the transaction will be able to
participate in BBVA's franchise, one of the most profitable financial
institutions in Europe, with top franchises in Spain, Latin America and US, and
with a solid track record in shareholder's value creation.



Improvement of BBVA's positioning



With the acquisition of Compass, in less than 4 years BBVA will become the
largest financial institution in the 'Sunbelt' region, after its acquisitions of
Valley Bank, Laredo National Bancshares, State National Bancshares and Texas
Regional Bancshares, with $47 billion in assets and 622 branches in a market
with a total population of 101 million.



Geographically, the new BBVA US will be a regional leader (excluding national
players) in the key metropolitan areas of Texas, situated within the top 3
ranking in the state of Alabama, top 5 in Arizona and top 8 in New Mexico, with
a remarkable presence in Florida and Colorado.



Furthermore, the acquisition fits well with BBVA's policy of high growth and low
risk acquisitions.



BBVA was represented in the transaction by Morgan Stanley & Co. Inc. and Cleary
Gottlieb Steen & Hamilton LLP, respectively, as financial and legal advisors.



A strategic transaction that creates value



The acquisition of Compass Bancshares is a great fit with BBVA's goal of
non-organic growth transactions, both strategically and financially.



On one hand, the acquisition of Compass fits well with BBVA's defined strategy
of moving forward to a more global and international structure for BBVA.  This
transaction is a significant change for BBVA's structure in the US as it will
create a geographical diversification of earnings at the group level generating
a significant increase of BBVA USA franchise weight in the BBVA Group's business
and profits. After the acquisition, the US business will contribute
approximately 10% of the group's earnings and 10% of the Group's assets.



BBVA will finance this transaction through a capital increase of approximately
52% of the aggregate value of the acquisition (approximately US$ 9,600 million)
and internal resources coming from a well-balanced sale of selected stakes in
its industrial portfolio - in which Iberdrola is included- , combined with the
internal capital generation.



Taking into account the capital increase, the sale of stakes from its industrial
portfolio and the internal capital generation, the resulting core capital for
BBVA Group as of December 2007 is expected to be 5.50%.



BBVA is a financial group with more than US$ 520 Bn in total assets, 35 million
clients, 7.500 branches and approximately 100.000 employees in 35 countries. The
BBVA Group maintains a leadership positioning in Spain, Mexico and Latin America
and has started a growth and diversification strategy in the USA and Asia.
Compass acquisition fits in its goal of becoming a global Group with a strong
presence in high growth markets.

Forward-Looking Statements

Information set forth in this release contains forward-looking statements, which
involve a number of risks and uncertainties. BBVA cautions readers that any
forward-looking information is not a guarantee of future performance and that
actual results could differ materially from those contained in the
forward-looking information. Such forward-looking statements include, but are
not limited to, statements about the benefits of the business combination
transaction involving BBVA and Compass, including future financial and operating
results, the new company's plans, objectives, expectations and intentions and
other statements that are not historical facts.

The following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the ability to obtain
regulatory approvals of the transaction on the proposed terms and schedule; the
failure of BBVA or Compass shareholders to approve capital increase or the
transaction, respectively; the risk that the businesses will not be integrated
successfully; the risk that the cost savings and any other synergies from the
transaction may not be fully realized or may take longer to realize than
expected; disruption from the transaction making it more difficult to maintain
relationships with customers, employees or suppliers; competition and its effect
on pricing, spending, third-party relationships and revenues. Additional factors
that may affect future results are contained in BBVA's and Compass' filings with
the SEC, which are available at the SEC's web site http://www.sec.gov. BBVA
disclaims any obligation to update and revise statements contained in these
materials based on new information or otherwise.

Additional Information About this Transaction

In connection with the proposed transaction, BBVA will file with the Securities
and Exchange Commission (the 'SEC') a Registration Statement on Form F-4 that
will include a proxy statement of Compass that also constitutes a prospectus of
BBVA. Compass will mail the proxy statement/prospectus to its stockholders.
Investors and security holders are urged to read the proxy statement/prospectus
regarding the proposed transaction when it becomes available because it will
contain important information. You may obtain a free copy of the proxy statement
/prospectus (when available) and other related documents filed by BBVA and
Compass with the SEC at the SEC's website at www.sec.gov. The proxy statement/
prospectus (when it is available) and the other documents may also be obtained
for free by Compass's website at www.compassbank.com under the tab 'Investor
Relations' and then under the heading 'SEC Filings'.

This release does not constitute an offer of securities for sale.

Participants in this Transaction

BBVA, Compass and their respective directors, executive officers and certain
other members of management and employees may be soliciting proxies from
stockholders in favor of the transaction. Information regarding the persons who
may, under the rules of the SEC, be considered participants in the solicitation
of the stockholders in connection with the proposed transaction will be set
forth in the proxy statement/prospectus when it is filed with the SEC. You can
find information about BBVA's executive officers and directors in BBVA's Form
20-F filed with the SEC on July 7, 2006. You can find information about Compass'
executive officers and directors in their definitive proxy statement filed with
the SEC on March 17, 2006. You can obtain free copies of these documents from
the BBVA and Compass using the contact information above.


                      This information is provided by RNS
            The company news service from the London Stock Exchange