Filed by Banco Bilbao Vizcaya Argentaria, S.A.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934

Subject Company:
Compass Bancshares, Inc.
(Commission File No. 1-31272)

Acquisition of Compass A leading franchise in the growth markets of the US 16 February 2007 1

Disclaimer
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 will file with the SEC a registration statement on Form F-4 that will include a proxy statement of Compass that also constitutes a prospectus of BBVA.  SHAREHOLDERS OF COMPASS ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement/prospectus will be mailed to shareholders of Compass.  Investors and security holders may obtain a free copy of the disclosure documents (when they are available) 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 will also file certain documents with the Spanish Comisión Nacional del Mercado de Valores in connection with its shareholders’ meeting to be held in connection with the proposed transaction, which will be available on the CNMV’s website at www.cnmv.es.

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, which was filed with the SEC on July 7, 2006, 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 will be included in the proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.

This document may contain summarized information or information that has not been audited, and its recipients are invited to consult the documentation and public information filed by BBVA with stock market supervisory bodies, in particular, the Spanish CNMV and the SEC. 

Distribution of this document in certain jurisdictions may be prohibited, and recipients into whose possession this document comes shall be solely responsible for informing themselves about, and observing any such restrictions.  By accepting this document you agree to be bound by the foregoing restrictions.

2

Contents o Compass : a high quality franchise in the fastest growing markets in the U.S. o High complementary to existing BBVA franchise o Terms of the transaction and financial impacts o A significant step in BBVA's global strategy 3

Compass - key features Financial data as of Dec 31st, 2006 (M$) Assets 34,200 Loans 24,374 Dep 23,046 Net interest income 1,115 Ordinary margin 1,826 Net income 460 o Founded in 1970 o Headquarters: Birmingham, Alabama o Compass Bancshares (holding) main subsidiary is Compass Bank o 8.808 employees o 417 branches in 6 states 4

Compass network is located in the U.S. Sunbelt, an attractive region in terms of demographic growth Compass has a unique presence in the Sunbelt Compass Footprint 417 Branches AL LA FL CO AZ MS TX NM -------------------------------------------------- COMPASS PRESENCE -------------------------------------------------- State Branches Deposits % (SM) Texas 165 9.794 43% Alabama 90 6.683 29% Arizona 74 3.199 14% Florida 44 2.027 9% Colorado 33 736 3% N. Mexico 11 373 2% -------------------------------------------------- TOTAL 417 22.811 100% Note. Latest available data for geographic breakdown (FDIC JUN 06). Deposit base at 31/12/06 was 23 bn 5

Presence in high growth markets Population growth estimates 2006-2011 (%): Compass markets vs US average 0,0 4,0 8,0 12,0 16,0 20,0 Dallas Houston Birmingham Phoenix Jacksonville Austin Tucson Huntsville San Antonio Mobile Denver Montgomery Albuquerque Compass*: 11.7% US average: 6.7% Compass network is attractively positioned in fast growing metropolitan areas, offering better growth prospects * MSAs (Metropolitan Statistical Areas) weighted average that concentrate 85% of deposits 6

A universal banking model Source: Compass, last data available Loans - $ 24.4 Bn Corporate, 57.0% Retail, 37.1% Wealth Mgmt., 6.6% Deposits - $ 23.4 Bn Treasury, 8.8% Corporate, 26.7% Retail, 58.8% Wealth Mgmt., 6.2% Three key business areas o Retail banking: consumer loans, credit cards (top 33 US issuer), mortgages, internet banking, ample range of deposits o Corporate banking: a full range of products and financial services for SMEs and corporates o Wealth management: advice and taylored products to individual customers, retirement plans and private banking. US$ 8bn in AUM 7

Compass Peer Group(1) ROE (%) 1.39 1.32 ROA (%) 17.7 13.3 Efficiency (%) 56.2 57.5 Net Interest Income/ Avg. 3.40 3.62 Assets (%) Non interest Income/ 2.20 1.63 Avg. Assets (%) Total Income / Avg. 5.60 5.25 Assets (%) NPL Ratio (%) 0.23 0.37 NPL Coverage (%) 517 256 Solid fundamentals, above peers... Source: SNL (1) Median Comparables Banks: Cullen/Frost Bankers, First Financial Bankshares, First Horizon National Corporation, International Bancshares Corporation, Marshall & Ilsley Corporation, Prosperity Bancshares, Regions Financial Corporation, Sterling Bancshares, Synovus Financial Corp., Zions Bancorporation, First State Bancorporation, SunTrust Banks 8

...and an excellent track recod Loans ($ Bn) 12% CAGR 14 16 17 19 21 25 2001 2002 2003 2004 2005 2006 Deposits ($ Bn) 11% CAGR 14 15 16 17 20 23 2001 2002 2003 2004 2005 2006 Revenue ($ MM) 9% CAGR 1,209 1,414 1,415 1,514 1,628 1,826 2001 2002 2003 2004 2005 2006 EPS ($) 11% CAGR 2.14 2.65 2.58 2.87 3.18 3.53 2001 2002 2003 2004 2005 2006 Sources: Company Fillings 9

Contents o Compass : a high quality placed in the fastest growing markets in the U.S. o High complementary to the existing BBVA franchise o Terms of the transaction and financial impacts o A significant step in BBVA's global strategy 10

After the Compass acquisition, BBVA will have a universal banking business in the U.S. Business Areas Retail Corporate & SME's Wealth Management Other 2003 2004 2005 2006 2007 BTS Valley Bank Laredo Miami Private Banking office New York Corporate office State National Texas Regional Personal services Private Client Services Business services Compass A universal banking franchise 11

BBVA USA: creating #1 regional bank in the SunBelt NJ RI DE DC MD MA NY VT VA NC TX LA ID IN KY WV AL CO NM AZ AR CA FL GA IA IL KS ME MI MN MO MS MT ND NE NV OH OK OR PA SC SD TN UT WI WY WA Compass Texas Regional Laredo National State National BBVA USA State Branches $ Bn Deposits Texas 326 19.6 Alabama 90 6.7 Arizona 75 3.2 Florida 44 2.0 Colorado 33 0.7 New Mexico 21 0.6 California 33 0.1 o $47 Bn in assets o $32 Bn in loans o $33 Bn in deposits o 622 offices in 7 states o 19th largest U.S. bank (1) o 101 MM people in markets served o Growing 76% faster than U.S. o 2005-10: Population growth of 11.8% vs 6.7% US average (1) Market cap 12

... and offering a perfect fit with existing BBVA Texas presence County banking weight (Deposits) HOUSTON / S. LAND/BAYTOWN M. Share Compass 5.8% BBVA 1.4% SAN ANTONIO M. Share Compass 4.1% BBVA 1.0% DALLAS/F. WORTH/ARLINGTON M. Share Compass 4.2% BBVA 0.4% AUSTIN / ROUND ROCK M. Share Compass 5.9% BBVA 0.04% Compass main presence areas BBVA border leadership presence: 1. Laredo: 43% M share 2. McAllen: 28% 3. Beaumont: 23% 4. Brownsville: 26% 5. El Paso: 7% 13

Strong positions in Southern U.S. states Dep. ($ Bn) Mkt. Share Ranking o Texas 19.6 5.9% 4(0) o Alabama 6.7 9.5% 3(0) o Arizona 3.2 4.1% 5(0) o Florida 2.0 0.6% 25(0) o Colorado 0.7 1.0% 20(0) o New Mexico 0.6 2.7% 8(0) Source: SNL Financial. Deposit data as of June 30, 2006 14

Integration process First stage Second stage Before closing After closing of Compass acquistion: Compass acquistion: full integration into a single Integration of three franchise BBVA Texas banks Two first rate management teams, lead by Compass CEO An orderly integration process focused in the obtention of revenue synergies 15

Compass product capabilities enhance BBVA Texas branch network 1. Developing new business lines in Texas (wealth management, insurance, credit cards) 2. Broader product catalogue 3. Higher cross selling potential 4. Branch productivity Revenue synergies to reach 5.8% of the combined revenue base 16

The importance of trade in the Texas border area Nuevo Laredo Mexicali Monterrey Matamoros Chihuahua Durango Hermosillo Mexico City Brownsville San Antonio Ft. Worth Dallas El Paso Houston Amarillo Wichita Falls Austin San Angelo Laredo . By 2005, Mexico received more than 38% of Texas' exports . $34 bn imports from Mexico (3.6% of Texas GDP) . $50 bn exports to Mexico (5.3% of Texas GDP) 17

Significant cost savings 1. BBVA Texas surplus liquidity to be redeployed to increase customer loans 2. Unifying control and compliance systems 3. Back and middle office streamlining 4. Occupancy expenses 5. Operations and Information Technology Cost synergies to reach 7.1% of the combined cost base 18

BBVA operates a highly successful universal banking model Cross Selling Ratio Net Income / Employee ((euro) `000) 4,5 80,1 3,3 70,4 3,0 40,2 BBVA Spanish BBVA Spanish Benchmark Benchmark Compass Compass 2006 Fee Income to Total Loans (%) 2006 Efficiency Ratio (%) 1,36 42,6% 1,08 56,2% 0,72 48.7% BBVA Spanish Benchmark Compass BBVA Spanish Benchmark Compass An aggressive sales culture, product depth, IT and the ability to manage branch networks are the pillars of BBVA's success in the retail / SME world Spanish Benchmark: Santander, Sabadell, Banesto, la Caixa and Caja Madrid 19

Contents o Compass : a high quality placed in the fastest growing markets in the U.S. o High complementary to the existing BBVA franchise o Terms of the transaction and financial impacts o A significant step in BBVA's global strategy 20

Terms of the transaction Transaction: Purchase 100% of Compass Aggregate Purchase Price: US$ 9,633 MM / (euro)7,410 MM Purchase Price Per Share: US$ 71.82 Transaction Consideration: US$71.82 of cash or fixed exchange of 2.80 BBVA ADS Approx. 48% cash/52% stock Financing: Sale of stake in Iberdrola and internal resources Due Diligence: Completed Expected Closing: 4Q'07 21

Price paid in line with market precedents Comparable Transaction Compass Average (1) Price / Forward 19.0x 20.8x Earnings Price / Tangible 4.6x 4.3x Book Value Core Deposit Premium (2) 39.9% 32% (1) Precedent comparable deals: PNC / Mercantile, National City / Fidelity, National City / Harbor Florida, Zions / Amegy, Fifth Third / First National B. Florida, Wachovia / South Trust, Suntrust Banks / National Commerce, Bofa /Fleet Boston, BB&T / First Virginia, BNP / BancWest (2) Core deposit premium calculated as (Aggregate Purchase Price - Tangible Common Equity) / Total Core Deposits 22

Operating synergies Operating Synergies Pre-tax (US$ MM) 2008e 2009e 2010e TOTAL REVENUE INCREASE 21.4 57.9 97.0 TOTAL COST REDUCTION + FUNDING SYNERGIES 11.3 62.7 141.9 TOTAL SYNERGIES 32.8 120.6 237.9 PHASING-IN TOTAL SYNERGIES 13.8% 50.7% 100% REESTRUCTURATION COSTS -38.2 -33.4 -17.5 o Revenue Synergies: 5.8% of combined base o Cost Synergies: 7.1% of combined base* * It only takes into account cost savings, not funding synergies 23

A value creating transaction for BLUE 2008E 2009E 2010E Contribution to BBVA's Profit ((euro) Mn) 383 473 589 Impact on BBVA EPS (1) -1.12% -0.67% 0.22% Value Creation o IRR of the investment: 12.6% (2) o > Cost of Equity of BBVA Group (1) Source BBVA estimates: IBES (2) Terminal value multiple calculated in 2011 based on forward earnings multiple 14.3x 24

Attractive deal financing through industrial portfolio divestitures and organic generation of capital 6.2% -20pb -98pb +27pb +25pb 5.5% Net Dic-06 Citic + Iberdrola organic Dec 07 SNB generation Proforma Compass 6% core capital in June 2008e 25

Contents o Compass: a high quality placed in the fastest growth markets in the U.S. o High complementary to the existing BBVA franchise o Terms of the transaction and financial impacts -------------------------------------------------------------------------------- o A significant step in BBVA's global strategy -------------------------------------------------------------------------------- 26

BBVA USA will be a key contributor to BBVA Group profits BBVA Net Attr. Profit 2005 Pro Forma Net. Attr. Profit 2006 distribution (includes Compass+TRB+SNB) ---------------------------------- ----------------------------------- BBVA USA 1% South America 9% Mexico 34% BBVA USA 9% Soth America 10% Mexico 31% Wholesale& Retail Bk. Spain 27% Investment Bk. 23% Wholesale& Retail Bk. Spain 33% Investment Bk. 23% -------------------------------------------------------------------------------- Contribution to BBVA Group's assets, loans and deposits in the region of 10% -------------------------------------------------------------------------------- 27

Consistent with BBVA strategy to invest in growing economies GDP GDP Growth Population Risk ($ Tr) 06e (%) (MM) (NPL %) (4) Spain(1) 1.1 3.6 40 0.6 Mexico (1) 1.1 4.5 107 1.7 Latam (2) 3.9 5.2 417 3.7 BBVA USA(3) 2.2 4.3 60(5) 0.7 -------------------------------------------------------------------------------- High growth levels and very low risk -------------------------------------------------------------------------------- (1) The World Fctbook 2007 (2) Global Insight (3) Aggregation excluding California (4) IMF, last data available, Latam Ex Brazil (5) In counties of BBVA pro forma 28

BBVA: a diversified, global bank with focus on selected high growth markets Mexico & US Mexico & US 12 MM clients South America 13 MM clients Spain & Portugal 11 MM clients China & Hong Kong -------------------------------------------------------------------------------- We continue to execute our strategy and deliver organic and non-organic growth in our focus high growth markets -------------------------------------------------------------------------------- 29

Conclusion Solidifies U.S. presence and fulfils aspirations in a single transaction Compass: the most attractive, high quality franchise in the growth markets that matter to BBVA Fitting with BBVA's strategy Low risk integration and enhanced management depth in the U.S. Creates value for BBVA shareholders 30

Acquisition of Compass A leading franchise in the growth markets of the US 16 February 2007 31