S-8

As filed with the Securities and Exchange Commission on February 11, 2008

Registration No. 333-____________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

(Exact name of registrant as specified in its charter)

Kingdom of Spain (State or other jurisdiction of incorporation or organization) Not applicable (I.R.S. Employer Identification No.)

Plaza de San Nicolás, 4

48005 Bilbao, Spain

(Address, including zip code, of principal executive offices)

2007 Restricted Share and Unit Plan for Employees of Compass Bancshares, Inc. and its Subsidiaries

Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan

(Full title of the plans)

 Raúl Santoro de Mattos Almeida

Banco Bilbao Vizcaya Argentaria, S.A.

New York Branch

1345 Avenue of the Americas, 45^th Floor

New York, New York 10105

(212)728-1660

(Name, address and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered (1)	Amount to be registered (2)	Proposed maximum offering price per share (3)	Proposed maximum aggregate offering price (3)	Amount of registration fee
Ordinary shares, nominal value €0.49 per share	1,706,004 shares	$ 19.45	$ 33,181,777.80	$ 1,304.05

(1) American Depositary Shares, evidenced by American Depositary Receipts, issuable upon deposit of the ordinary shares registered hereby (the “BBVA ADSs”), have been registered under separate registration statements on Form F-6 (Registration No. 333-11920 and 333-142862). Each BBVA ADS represents one ordinary share.

(2) Represents 1,320,911 ordinary shares reserved for awards of BBVA ADSs under the 2007 Restricted Share and Unit Plan for Employees of Compass Bancshares, Inc. and its Subsidiaries (including an award of restricted stock to D. Paul Jones, Jr., former Chief Executive Officer of Compass Bancshares, Inc.) and 385,093 ordinary shares reserved for awards of BBVA ADSs under the Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan. The BBVA ADSs to be awarded under each of these plans will be acquired in open market purchases.  In addition, in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to include such additional ordinary shares as may be offered to prevent dilution resulting from stock splits, stock dividends or similar transactions pursuant to the provisions of the plans covered hereby.

(3) Pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated solely for the purpose of calculating the registration fee and are based on the average of the high and low prices of the BBVA ADSs on the New York Stock Exchange on February 8, 2008.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information.

Not required to be filed in this Registration Statement.*

Item 2.    Registrant Information and Employee Plan Annual Information.

Not required to be filed in this Registration Statement.*

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act and Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following documents filed by Banco Bilbao Vizcaya Argentaria, S.A. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference in this Registration Statement:

(a) The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2006, as filed with the Commission on March 30, 2007 and amended by Amendment No. 1 thereto filed with the Commission on May 14, 2007 and by Amendment No. 2 thereto filed with the Commission on June 28, 2007 (File No. 001-10110);

(b) The Registrant’s reports on Form 6-K furnished to the Commission on October 23, 2007 and January 11, 2008, respectively, and all reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2006, the end of the fiscal year covered by the Registrant’s latest annual report referred to in (a) above (File No. 001-10110); and

(c) The description of the Registrant’s ordinary shares and the description of the BBVA ADSs contained in the Registrant’s Registration Statement on Form F-4, originally filed with the Commission on April 2, 2007, as amended by Amendment No. 3 thereto, filed with the Commission on June 28, 2007 (Registration No. 333-141813).

All documents filed and, to the extent indicated therein, furnished by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.

Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes hereof or of the related prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 4.    Description of Securities.

Not applicable.

Item 5.    Interests of Named Experts and Counsel.

Not applicable.

Item 6.    Indemnification of Directors and Officers.

Indemnification under the Registrant’s Bylaws (Estatutos) and Spanish Law.  Under Spanish law the Registrant’s current and former directors will be liable to the Registrant, the shareholders and the creditors of the Registrant for any damage they cause through acts contrary to the law or the bylaws, or acts carried out in breach of the duties inherent in the discharge of their office. No provision of the Registrant’s bylaws provides for the indemnification of the directors with respect to such liabilities.

Directors & Officers Insurance.  The Registrant maintains an insurance policy that protects its officers and directors from liabilities incurred as a result of actions taken in their official capacity associated with any civil, criminal or administrative process.

Item 7.    Exemption from Registration Claimed.

Not applicable.

Item 8.    Exhibits.

The following exhibits are filed with or incorporated by reference into this Registration Statement:

Exhibit	Description
4.1	Amended and Restated Bylaws (Estatutos) of Banco Bilbao Vizcaya Argentaria, S.A. (English translation), incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form F-3 (Registration No. 333-144784), filed with the Commission on July 23, 2007.
4.2	Form of Amended and Restated Deposit Agreement among Banco Bilbao Vizcaya Argentaria, S.A., The Bank of New York, as Depositary, and all holders from time to time of American Depositary Shares issued thereunder, incorporated by reference to Exhibit 1 to the Registrant’s Registration Statement on Form F-6 (Registration No. 333-142862) filed with the Commission on May 11, 2007.
4.3	Form of 2007 Restricted Share and Unit Plan for Employees of Compass Bancshares, Inc. and its Subsidiaries.
4.4	Form of Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan.
5	The BBVA ADSs awarded to participants in the 2007 Restricted Share and Unit Plan for Employees of Compass Bancshares, Inc. and its Subsidiaries and the Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan will be acquired in open market purchases at prevailing market prices. Because such open market purchases do not involve the issuance by the Registrant of any new ordinary shares and because such plans are not subject to ERISA, an opinion of counsel is not included with this Registration Statement.
23	Consent of Deloitte, S.L.
24	Power of Attorney (included in signature page).

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Item 9.    Undertakings.

(a)           The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Madrid, Spain, on February 11, 2008.

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
By:	/s/ Manuel González Cid
	Name:	Manuel González Cid
	Title:	Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each of the individuals whose signature appears below (whether as a member of the Board of Directors or officer of Banco Bilbao Vizcaya Argentaria, S.A., or both, as authorized representative of Banco Bilbao Vizcaya Argentaria, S.A. or otherwise) constitutes and appoints Manuel González Cid, Raul Santoro de Mattos Almeida and Peter W. Paulsen, and each of them, his or her true and lawful attorneys-in-fact and agents, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including without limitation post-effective amendments) and supplements to this Registration Statement on Form S-8 and any and all additional registration statements which may be filed pursuant to General Instruction E to Form S-8 to register additional securities under the employee benefit plans or agreements named herein, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Francisco González Rodríguez	Chairman of the Board of Directors	February 11, 2008
Francisco González Rodríguez	and Chief Executive Officer
/s/ José Ignacio Goirigolzarri Tellaeche	President and Chief Operating Officer	February 11, 2008
José Ignacio Goirigolzarri Tellaeche
/s/Tomás Alfaro Drake	Director	February 11, 2008
Tomás Alfaro Drake
/s/ Juan Carlos Álvarez Mezquíriz	Director	February 11, 2008
Juan Carlos Álvarez Mezquíriz

SIGNATURE	TITLE	DATE
/s/ Rafael Bermejo Blanco	Director	February 11, 2008
Rafael Bermejo Blanco
/s/ Richard C. Breeden	Director	February 11, 2008
Richard C. Breeden
/s/ Ramón Bustamante y de la Mora	Director	February 11, 2008
Ramón Bustamante y de la Mora
/s/ José Antonio Fernández Rivero	Director	February 11, 2008
José Antonio Fernández Rivero
/s/ Ignacio Ferrero Jordi	Director	February 11, 2008
Ignacio Ferrero Jordi
/s/ Román Knörr Borrás	Director	February 11, 2008
Román Knörr Borrás
/s/ Carlos Loring Martínez de Irujo	Director	February 11, 2008
Carlos Loring Martínez de Irujo
/s/ José Maldonado Ramos	Director and General Secretary	February 11, 2008
José Maldonado Ramos
/s/ Enrique Medina Fernández	Director	February 11, 2008
Enrique Medina Fernández
/s/ Susana Rodríguez Vidarte	Director	February 11, 2008
Susana Rodríguez Vidarte
/s/ Manuel González Cid	Chief Financial Officer	February 11, 2008
Manuel González Cid
/s/ Javier Malagón Navas	Chief Accounting Officer	February 11, 2008
Javier Malagón Navas
/s/ Raúl Santoro de Mattos Almeida	Authorized Representative of Banco	February 11, 2008
Raúl Santoro de Mattos Almeida	Bilbao Vizcaya Argentaria, S.A. in the United States

EXHIBIT INDEX

Exhibit	Description
4.1	Amended and Restated Bylaws (Estatutos) of Banco Bilbao Vizcaya Argentaria, S.A. (English translation), incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form F-3 (Registration No. 333-144784), filed with the Commission on July 23, 2007.
4.2	Form of Amended and Restated Deposit Agreement among Banco Bilbao Vizcaya Argentaria, S.A., The Bank of New York, as Depositary, and all holders from time to time of American Depositary Shares issued thereunder, incorporated by reference to Exhibit 1 to the Registrant’s Registration Statement on Form F-6 (Registration No. 333-142862) filed with the Commission on May 11, 2007.
4.3	Form of 2007 Restricted Share and Unit Plan for Employees of Compass Bancshares, Inc. and its Subsidiaries.
4.4	Form of Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan.
5	The BBVA ADSs awarded to participants in the 2007 Restricted Share and Unit Plan for Employees of Compass Bancshares, Inc. and its Subsidiaries and the Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan will be acquired in open market purchases at prevailing market prices. Because such open market purchases do not involve the issuance by the Registrant of any new ordinary shares and because such plans are not subject to ERISA, an opinion of counsel is not included with this Registration Statement.
23	Consent of Deloitte, S.L.
24	Power of Attorney (included in signature page).

EX-4.3

Exhibit 4.3

2007 RESTRICTED SHARE AND UNIT PLAN FOR

EMPLOYEES OF COMPASS BANCSHARES, INC. AND ITS SUBSIDIARIES

SECTION 1. Purpose of the Plan; Definitions. The purpose of the 2007 Restricted Share and Unit Plan for Employees of Compass Bancshares, Inc. and its Subsidiaries (the “Plan”) is to provide incentives to certain officers and key employees of Compass (as defined herein) and its subsidiaries so that, among other things, such officers and employees are associated with the growth and success of Compass and its ultimate parent, Banco Bilbao Vizcaya Argentaria, S.A., a bank organized and existing under the Laws of Spain (the “Company”).

For purposes of the Plan, the following terms shall be defined as set forth below:

(a) “ADS” means an American Depositary Share representing one Share (which ratio may be changed from time to time) as evidenced by one American Depositary Receipt.

(b) “Award” means any Restricted Shares or Restricted Share Units granted under the Plan.

(c) “Award Agreement” means any written agreement, contract or other instrument or document evidencing an Award granted under the Plan.

(d) “Committee” means the Incentive Compensation Committee, which shall consist of three or more directors or officers of Compass or any affiliate of Compass or other individuals appointed by the board of directors of Compass.

(e) “Compass” means Compass Bancshares, Inc., a Delaware corporation, and any successor entity thereto.

(f) “Eligible Employee” means any officer or employee of Compass or any entity that directly or indirectly through one or more intermediaries is controlled by Compass who is in a position in which his or her decisions and/or actions impact the performance of the Company and/or Compass and who the Committee determines to be an Eligible Employee.

(g) “Participant” means an Eligible Employee designated to be granted an Award.

(h) “Restricted Shares” means an Award of ADSs granted to a Participant pursuant to and subject to the terms and conditions set forth in this Plan.

(i) “Restricted Share Units” means an Award of a unit representing an obligation of Compass to deliver one ADS for each such unit granted to a Participant pursuant to and subject to the terms and conditions set forth in this Plan.

(j) “Share” means one ordinary share of the Company with a nominal value of 49 Euro cents.

SECTION 2. Administration.

(a) The Plan shall be administered by the Committee. The Committee shall have full and final authority in its discretion (i) to interpret the provisions of the Plan (and any Award Agreement) and to decide all questions of fact arising in its application, (ii) to designate Participants, (iii) to determine the Participants to whom Awards shall be made under the Plan, (iv) to determine the amount, size, terms and conditions of each such Award, (v) to determine and establish additional terms and conditions not

inconsistent with the Plan for any Award granted to a Participant in connection with the Plan, (vi) to determine the time when Awards will be granted, (vii) to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable and (viii) to make all other determinations necessary or advisable for the administration of the Plan.  In addition and notwithstanding the foregoing, on behalf of the Company the Committee shall grant under this Plan the award contemplated by Section 4(b) of the Amended and Restated Employment Agreement, dated as of September 6, 2007, as further amended by that certain letter agreement dated December 12, 2007 (the “Employment Agreement”), between D. Paul Jones, Jr. and the Company, Compass, and Compass Bank pursuant to the terms set forth therein.

(b) A majority of the Committee shall constitute a quorum, and the action of a majority of members of the Committee present at any meeting at which a quorum is present shall be the act of the Committee. The Committee may also act by unanimous written consent. Any decision made, or action taken, by the Committee arising out of or in connection with the interpretation and administration of the Plan shall be final, conclusive and nonappeallable.

(c) Neither the Committee nor any member thereof shall be liable for any act, omission, interpretation, construction or determination made in connection with the Plan in good faith, and the members of the Committee may be entitled to indemnification and reimbursement by Compass in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the fullest extent permitted by law and under any director’s and officers’ liability insurance that may be in effect from time to time. In addition, no member of the Committee and no director, officer or employee of Compass or its subsidiaries and affiliates shall be liable for any act, or failure to act hereunder, by any other member or other director, officer or employee of Compass or its subsidiaries and affiliates or by any agent to whom duties in connection with the administration of this Plan have been delegated or for any act or failure to act by such member or such director, officer or employee, in all events except in circumstances involving such member’s or such director’s, officer’s or employee’s bad faith, gross negligence, intentional fraud or violation of a statute.

(d) The Committee may, in its sole discretion, delegate any of its powers to grant Awards under the Plan to any officer of Compass deemed appropriate by the Committee; provided, however, that no officer to whom the power to grant Awards under the Plan has been delegated shall have the power to grant Awards under the Plan to himself or herself.

SECTION 3. Eligibility; Participants. Any Eligible Employee shall be eligible to be designated a Participant.

SECTION 4. Awards Under the Plan. Awards by the Committee under the Plan may be in the form of Restricted Shares or Restricted Share Units only.

SECTION 5. ADSs Subject to Plan. The total number of ADSs reserved and available for distribution under the Plan shall be 1,320,911, which includes approximately 157,000 required to satisfy the Company’s obligation to award restricted stock to Mr. D. Paul Jones, Jr. pursuant to Section 4(b) of the Employment Agreement. Such ADSs shall consist of ADSs purchased or to be purchased from time to time in open-market or in private transactions by or on behalf of Compass. Any ADSs subject to an Award which are forfeited by a Participant shall be added back to the total number of ADSs reserved and available for distribution under the Plan. In the event of any change in the outstanding number of Shares of the Company underlying the ADSs by reason of a dividend or distribution in Shares, a Share split, recapitalization, merger, consolidation, split-up, combination, exchange of shares or otherwise, or in the case of any change in the ratio of ADSs to Shares, the board of directors of Compass or the Committee shall adjust the number of ADSs which may be issued under the Plan and the board of directors of

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Compass or the Committee shall provide for an equitable adjustment of any ADSs issuable pursuant to Awards outstanding under the Plan.

SECTION 6. Effective Date.  The Plan shall be effective as of October 22, 2007, provided that no Award shall be made under the Plan unless such Award shall comply with all applicable laws, including without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed.

SECTION 7. Restricted Share Awards.

(a) Administration. The Committee shall determine the Eligible Employees to whom and the time or times at which grants of Restricted Shares will be made, the number of Restricted Shares to be awarded, the period of time during which the transfer of such Restricted Shares is restricted and all other terms and conditions of such Awards, which terms and conditions shall not be inconsistent with the terms and conditions of the Plan. The Committee may also condition the grant of Restricted Shares, and the terms and conditions applicable to such Restricted Shares, upon the attainment of specified performance goals or such other criteria as the Committee may determine, in its sole discretion. The terms and conditions made applicable to Restricted Shares need not be the same with respect to each Participant.

(b) Awards and Certificates. Each Award of Restricted Shares shall be evidenced by an Award Agreement (a “Restricted Share Award Agreement”) in a form that is not inconsistent with the Plan and that the Committee may from time to time approve.

(i) The Committee may, but need not, require as a condition of the effectiveness of an Award of Restricted Shares that the Award be affirmatively accepted by the Participant’s executing a Restricted Share Award Agreement within a designated period (not to exceed ninety (90) days) after the award date.

(ii) Restricted Shares granted under the Plan may be evidenced in such manner as the Committee shall determine.  If certificates representing Restricted Shares are registered in the name of a Participant, such certificates shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Shares, and, unless otherwise determined by the Committee, Compass or its designee shall retain physical possession of the certificate and the Participant shall deliver a stock power to Compass, endorsed in blank, relating to the Restricted Shares covered by such Award.

(c) Restrictions and Conditions. The Restricted Shares awarded pursuant to this Plan shall be subject to the following restrictions and conditions:

(i) Subject to the provisions of this Plan and the Restricted Share Award Agreements, from the date of grant through such period as may be set by the Committee (the “Restriction Period”), the Participant shall not be permitted to sell, transfer, pledge or assign Restricted Shares awarded under the Plan. Within these limits, the Committee may, in its sole discretion, provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions in whole or in part based on performance and/or such other factors as the Committee may determine, in its sole discretion.

(ii) Except as provided in subsection (c)(i) of this Section 7, to the extent practicable, the Participant shall have, with respect to the Restricted Shares, all of the rights of a holder of ADSs as defined by that certain depository agreement between the ADS depository and the Company, including the right to vote and to receive any dividends. Dividends paid in Shares or Shares received in connection with a Share split with respect to Restricted Shares shall be subject to the same restrictions as on such

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Restricted Shares.

(iii) Subject to the provisions of the Restricted Share Award Agreement and this Section 7, upon termination of employment for any reason during the Restriction Period, all Restricted Shares still subject to restriction shall be forfeited by the Participant.

(iv) The Committee may, in its sole discretion, waive in whole or in part any or all restrictions with respect to such Participant’s Restricted Shares.

SECTION 8. Restricted Share Unit Awards.

(a) Administration. The Committee shall determine the Eligible Employees to whom and the time or times at which grants of Restricted Share Units will be made, the number of Restricted Share Units to be awarded, the period of time during which the Restricted Share Units will become vested and all other terms and conditions of such Awards, which terms and conditions shall not be inconsistent with the terms and conditions of the Plan. The Committee may also condition the grant of Restricted Share Units, and the terms and conditions applicable to such Restricted Share Units, upon the attainment of specified performance goals or such other criteria as the Committee may determine, in its sole discretion. The terms and conditions made applicable to Restricted Share Units need not be the same with respect to each Participant.

(b) Awards. Each Award of Restricted Share Units shall be evidenced by an Award Agreement (a “Restricted Share Unit Award Agreement”) in a form that is not inconsistent with the Plan and that the Committee may from time to time approve.  The Committee may, but need not, require as a condition of the effectiveness of an Award of Restricted Share Units that the Award be affirmatively accepted by the Participant’s executing a Restricted Share Unit Award Agreement within a designated period (not to exceed ninety (90) days) after the award date.

(c) Restrictions and Conditions. The Restricted Share Units awarded pursuant to this Plan shall be subject to the following restrictions and conditions:

(i) Subject to the provisions of this Plan and the Restricted Share Unit Award Agreements, from the date of grant through such vesting period as may be set by the Committee (the “Unit Restriction Period”), the Participant shall not have any legal ownership or any other rights relating to the ADSs that are the subject of the Restricted Share Units.  The participant shall not be entitled to any dividend or have any voting rights or any other rights as a shareholder of the Company until and unless the ADSs that are the subject of the Restricted Share Units become vested and are transferred to the Participant.

(ii) Upon the vesting of the Restricted Share Units, the ADSs which are the subject of the vested Restricted Share Units shall be transferred to the Participant as soon as administratively practicable following the date that such Restricted Share Units vest but in no event later than March 15th of the year following the year in which such Restricted Share Units become vested.

(iii) Subject to the provisions of the Restricted Share Unit Award Agreement and this Section 8, upon termination of employment for any reason during the Unit Restriction Period, all Restricted Share Units which remain unvested on the date of such termination of employment shall be forfeited by the Participant.

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(iv) The Committee may, in its sole discretion, accelerate in whole or in part any Unit Restriction Period and waive any and all restrictions or conditions, in whole or in part, with respect to such Participant’s Restricted Share Units.

SECTION 9. General Provisions.

(a) Governmental or Other Regulations. Each Award under the Plan shall be subject to the requirement that if, at any time, the Committee shall determine that (i) the listing, registration or qualification of the ADSs subject or related thereto upon any securities exchange or under any state, federal or foreign law, (ii) the consent or approval of any government regulatory authority, or (iii) an agreement by the recipient of an Award with respect to the disposition of the ADSs, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the delivery of ADSs thereunder, such Award may not be consummated in whole or in part unless such listing, registration, qualification, consent, approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Committee. As a condition to the grant of an Award under the Plan, the Participant shall agree, and each such Participant shall be deemed to have agreed by virtue of his or her acceptance of an Award or any benefit or value derived from an Award, to execute any documents, to make any representations, to effect any restrictions on transferability and to take any action which in the good faith belief of the Committee is required by any applicable law, ruling or regulation.

(b) No Additional Rights. Nothing in the Plan, any Award, or in any agreement entered into pursuant to the Plan shall confer upon any Participant the right to continue in the employment of Compass or any of its subsidiaries or affect any right which Compass or any of its subsidiaries may have to terminate the employment of the Participant.

(c) Withholding. Whenever Compass is required to transfer ADSs under the Plan, Compass or any subsidiary of Compass shall have the right to require the recipient to remit to Compass or such subsidiary, or provide indemnification satisfactory to Compass or such subsidiary for, an amount sufficient to satisfy any foreign, federal, state or local withholding tax requirements prior to the transfer of such ADSs. In the discretion of the Committee, Compass or any subsidiary may allow a Participant to cause any such withholding obligation to be satisfied by electing to (i) sell ADSs in the market having a fair market value equal to the amount of any required tax withholdings or (ii) have Compass withhold ADSs otherwise available for delivery to the Participant; provided that such ADSs shall have a fair market value (as determined by the Committee in its sole discretion) on the date the tax is to be determined in an amount equal to the minimum statutory total tax which could be imposed on the transaction.

(d) Non-Assignability. Unless otherwise determined by the Committee and reflected in the applicable Award Agreement, no Award under the Plan shall be assignable or transferable by a Participant except by will or by the laws of descent and distribution. A transferee of an Award shall have only those rights that the Participant would have had had the Award not been transferred. In addition, if the Committee allows an Award to be transferable or assignable, such Award shall be subject to such additional terms and conditions as the Committee deems appropriate.

(e) Unfunded Status of Plan. The Plan is intended to constitute an “unfunded” plan for incentive compensation. Nothing set forth herein shall give any such Participant any rights that are greater than those of a general creditor of Compass. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver ADSs with respect to Awards hereunder; provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.

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(f) Non-Uniform Determination. The Committee’s determinations under the Plan (including, without limitation, determinations of the Eligible Employees to receive Awards, the form, amount and timing of such Awards, the terms and provisions of Awards and the Award Agreements) need not be uniform and may be made by it selectively among Eligible Employees who receive, or are eligible to receive, Awards under the Plan, whether or not such Eligible Employees are similarly situated.

(g) Amendment or Termination. The Committee or the board of directors of Compass may amend, modify, suspend or terminate the Plan at any time. The termination or any modification, suspension or amendment of the Plan shall not adversely affect a Participant's rights under an Award previously granted without the consent of such Participant. The Committee or the board of directors of Compass may amend the terms of any Award theretofore granted, prospectively or retroactively, but no such amendment shall impair the rights of any Participant or permitted transferee without his or her consent.

(h) No Restriction on Right of Company to Effect Corporate Changes. Nothing in the Plan shall affect the right or power of the Company or Compass or their shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s or Compass’ capital structure or its business, or any merger or consolidation of the Company or Compass, or the dissolution or liquidation of the Company or Compass, or any sale or transfer of all or any part of its assets or business of the Company or Compass, or any other act or proceeding, whether of a similar character or otherwise.

(i) Award Agreement. The prospective recipient of an Award under the Plan shall execute an Award Agreement evidencing the Award and deliver a fully executed copy thereof to Compass if the Committee determines to impose such a requirement as a condition to the effectiveness of an Award.

(j) Construction of Plan. The validity, interpretation, and administration of the Plan and of any rules, regulations, determinations, or decisions made thereunder, and the rights of any and all Eligible Employees or Participants having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance with the laws of the State of Alabama.

(k) Section 409A of the Internal Revenue Code. The Plan shall be administered, operated, and interpreted such that all Awards granted hereunder are not considered deferred compensation subject to Section 409A of the United States Internal Revenue Code of 1986, as amended (the “Code”) and the Committee shall have the discretion to modify or amend any Award granted hereunder and any Award Agreement (and may do so retroactively); provided that any such modification or amendment is necessary to cause such Award to be exempt from Section 409A of the Code and is not materially prejudicial to the Company, Compass and the affected Participant.

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EX-4.4

Exhibit 4.4

COMPASS BANCSHARES, INC.

LOCAL DIRECTORS COMPENSATION AND BUSINESS DEVELOPMENT PLAN

AS ADOPTED OCTOBER 22, 2007

1. Purposes.  The purposes of the Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan (the “Plan”) are to provide persons who serve on various local boards of directors (“Local Directors”) of the bank subsidiaries of Compass Bancshares, Inc. (the “Company”) with a means of investing their directors’ compensation in the form of American Depositary Shares of Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”), the top-tier parent company of the Company, and to provide incentive compensation to them for business development. Each BBVA American Depositary Share (“BBVA ADS”) represents one ordinary share of BBVA with a nominal value of 49 Euro cents (“BBVA Share”) and is evidenced by one American Depositary Receipt.

2. Administration.  The Plan shall be administered by the Incentive Compensation Committee (the “Committee”).  The Committee shall consist of three or more directors or officers of the Company or any affiliate of the Company that are appointed by the board of directors of the Company (the “Board”).

3. Participants.  Persons eligible to participate in the Plan shall be Local Directors of the Company’s bank subsidiaries.  Local Directors are collectively referred to herein as “Participants.”  Employees of BBVA, the Company or their affiliates shall not be eligible to participate in the Plan.  In addition, no member of the Board or the Committee or of the board of directors of BBVA or its affiliates shall be eligible to receive awards under the Plan.

4. Awards Under the Plan.  Awards under the Plan (“Awards”) shall be in the form described below.  The number of BBVA ADSs that may be acquired by Participants pursuant to the Plan shall not exceed an aggregate of 385,093, subject to the adjustments provided for in section 11.

4.1. Any amounts to be paid to Participants as retainers, for attendance at meetings of the local boards of directors of the Company’s bank subsidiaries or meetings of

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committees thereof, shall be contributed by the Company and applied pursuant to section 6 toward the purchase of BBVA ADSs for the account of Participants.

4.2. The Committee shall establish performance award targets for which Participants shall be credited cash amounts to be applied toward the purchase of BBVA ADSs.  Such performance award targets shall be based upon the development of new business for the Company or its subsidiaries or any other performance standard established by the Committee.  The performance award targets shall be reflected in a schedule of credit points, which may be earned by Participants in such amounts and for such business production or other activity as the Committee may determine.  The Committee also shall determine the amount represented by each credit point that shall be applied pursuant to section 6 toward the purchase of BBVA ADSs, and may establish a minimum number of credit points that must be earned during a given period of time as a prerequisite to any cash award under this subsection and that credit points earned during such period that are below the established minimum number will be forfeited.

4.3. Individual bonus awards of credit points may be made, from time to time, to recognize outstanding efforts.

4.4. The amount to be contributed for Participants pursuant to section 4.1 hereof and the performance award targets and the amount to be applied toward the purchase of BBVA ADSs for each credit point awarded pursuant to section 4.2 or 4.3 hereof shall not be changed more frequently than quarterly.

4.5. In the event that the Company should determine that it is required to withhold any amounts to satisfy federal, state or local withholding tax requirements, then the Company shall have the right to (i) withhold from funds to be contributed hereunder in any manner the Company deems appropriate, or (ii) require Participants to remit to the Company or provide indemnification satisfactory to the Company, an amount sufficient to satisfy such withholding tax requirements.  Any awards payable under the Plan may be adjusted to reflect such withholding as the Company deems appropriate.

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5. Voluntary Cash Contributions.  Participants may voluntarily contribute funds in addition to those awarded under section 4 to be applied toward the purchase of BBVA ADSs by delivering such funds to the Company for further delivery to the Agent; provided, however, that the amount of such voluntary contributions shall not exceed, during any given month, the cash amount awardable or payable to such Participant by the Company for attendance at meetings.  A Participant may request that the Company return any funds voluntarily contributed by such Participant if such request is made at least 48 hours prior to the time established by section 6 when funds must be delivered to the Agent by the Company for investment in BBVA ADSs.

6. Acquisition and Delivery of BBVA ADSs.

6.1. The Company shall designate an agent (the “Agent”) to maintain a separate account in the name of each Participant and to make purchases or to instruct brokers to make purchases of BBVA ADSs for such accounts.  The Company reserves the right to discontinue the use of any Agent and substitute any other firm selected by the Company in its discretion.  The Agent will administer the Participants’ accounts and furnish reports to Participants reflecting balances and transactions for their accounts.  The Company shall pay all brokerage commissions charged or incurred by the Agent that are attributable to purchases of BBVA ADSs pursuant to awards under the Plan, including, without limitation, purchases made with voluntary Participant contributions under section 5 hereof.  The Company shall have no obligation to pay any other fees or commissions assessed by the Agent with respect to the account of any Participant.

6.2.  Each month the Company shall deliver to the Agent, in cash, the amount to be applied toward the purchase of BBVA ADSs pursuant to section 4.1.  Within thirty (30) days after receipt of such cash, the Agent shall apply or instruct brokers to apply such funds toward the purchase of BBVA ADSs (including any fractions thereof) in the over-the-counter market or any other public securities market in which BBVA ADSs may be regularly traded.  

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Any BBVA ADSs so purchased shall be held by the Agent for the respective account of each Participant.

6.3. Each calendar quarter the Company shall deliver to the Agent, in cash, the amount represented by the number of credit points earned by each Participant pursuant to sections 4.2 and 4.3 hereof. Within thirty (30) days after receipt of such funds, the Agent shall apply or instruct brokers to apply such funds toward the purchase of BBVA ADSs (including any fractions thereof) in the over-the-counter market or any other public securities market in which BBVA ADSs may be regularly traded.  Any BBVA ADSs so purchased shall be held by the Agent for the respective account of each Participant.

6.4. Each Participant shall be entitled to receive, upon request and with the payment of any transfer charge imposed by the Agent in connection with such transfer, certificates representing whole BBVA ADSs held for his account by the Agent.  Each Participant may make a blanket written request of the Agent that the Agent shall aid in arranging the issuance and delivery of certificates to him after every purchase, unless the Agent can demonstrate that such blanket requests would lead to a proliferation of certificates and be unduly burdensome administratively and subject to certificates generally being available to holders of BBVA ADSs under the applicable depository agreement between the ADS depository and BBVA.  The Agent may establish procedures for all requests for certificates as it deems reasonable.  The Agent shall pass any proxy solicitation materials on to Participants and shall vote proxies of BBVA ADSs held in custody only in accordance with the instructions of Participants.

6.5. Except as specifically set forth herein or as otherwise set forth in any agreement with the Agent, upon receipt of funds from the Company for the purpose of acquiring BBVA ADSs, the Agent shall have sole and absolute discretion to acquire or instruct brokers to acquire BBVA ADSs at such times, in such amounts, at such prices and by such methods as the Agent deems appropriate considering the interests of the Participants.

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7. Participant’s Accounts with the Agent.  Each Participant shall open and maintain a separate account with the Agent in the name of the Participant.  The Participant’s account relationship with the Agent shall be governed by an agreement between the Participant and the Agent, and the Company shall have no authority or responsibility with respect to that relationship.  The Agent will act with respect to BBVA ADSs held in a Participant’s account as the agent of the Participant and not the agent of the Company or any of its affiliates.

8. Right to Terminate Relationship.

8.1. Nothing in the Plan, an Award, or any agreement entered into pursuant to the Plan shall confer upon any Participant the right to continue in any relationship with the Company or its affiliates or affect any right which the Company or its affiliates shall have to terminate its relationship with the Participant.

8.2. Participants may terminate participation in the Plan at any time by delivering notice to the Company of resignation of their positions as Local Directors.  In the event of such resignation and if the Participant requests, the Company will assist the Agent to facilitate arranging for the Participant to receive a certificate representing the BBVA ADSs held in his or her account, provided that fractional BBVA ADSs may be liquidated and paid in cash, as soon as practicable following submission of his or her resignation, unless such Participant’s account relationship with the Agent may survive termination of participation in the Plan under the terms of the account agreement between the Agent and the Participant and subject to certificates generally being available to holders of BBVA ADSs under the applicable depository agreement between the ADS depository and BBVA.  If at the time of any such resignation, a Participant shall have been credited with meeting fees or other compensation as a Local Director, but such amounts have not yet been applied to the purchase of BBVA ADSs, the amount of such earned meeting fees or other compensation will be paid to the Participant.  If at the time of any such resignation, a Participant has earned credit points but the Company has not yet contributed funds to the Agent for the purchase of BBVA ADSs in accordance with section 6, the Participant shall forfeit such credit points and any corresponding right to receive

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cash or BBVA ADSs. Upon termination of participation in the Plan, a Participant shall no longer be entitled to receive any awards from the Company under the Plan (including, without limitation, awards in the form of payment of brokerage commissions).  Such Participant’s account relationship with the Agent may survive termination of participation in the Plan if permitted by the terms of the account agreement between the Agent and the Participant.

9. Non-Assignability.  No award under the Plan shall be assignable or transferable by the Participant except by will or by the laws of descent and distribution.

10. Provisions Regarding Committee.  Decisions by the Committee shall be made by a majority of its members.  The Committee shall have full and final authority in its discretion to interpret the provisions of the Plan and to decide all questions of fact arising in its application; to determine the performance targets with respect to which Participants will receive compensation; to determine and establish additional terms and conditions not inconsistent with the Plan; and to make all other determinations that are necessary or advisable for the administration of the Plan.

11. Adjustments in Stock.  In the event of any change in the outstanding number of BBVA Shares underlying the BBVA ADSs by reason of a dividend or distribution in BBVA Shares, a BBVA Share split, recapitalization, merger, consolidation, split-up, combination, exchange of shares or otherwise, or in the case of any change in the ratio of BBVA ADSs to BBVA Shares, the Board or the Committee shall adjust the number of BBVA ADSs that may be delivered pursuant to the Plan and the Board or the Committee shall provide for an equitable adjustment, if necessary, of any BBVA ADSs to be acquired pursuant to awards outstanding under the Plan.

12. Amendment or Termination.  The Board or the Committee may amend, modify, suspend or terminate the Plan at any time.  The termination or any modification, suspension or amendment of the Plan shall not, without the consent of a Participant, adversely affect the Participant’s right under an award previously granted.  The Plan shall remain in effect until all

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awards under the Plan have been satisfied; provided, however, that the Board or the Committee may terminate the Plan at any time.

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EX-23

Exhibit 23

	Plaza Pablo Ruiz Picasso, 1 Torre Picasso 28020 Madrid España
	Tel.:  +34 915 14 50 00 Fax:  +34 915 14 51 80          +34 915 56 74 30 www.deloitte.es

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Banco Bilbao Vizcaya Argentaria, S.A. of our report relating to the consolidated financial statements of Banco Bilbao Vizcaya Argentaria, S.A. and subsidiaries (the “Group”) dated March 30, 2007 ((May 11, 2007 as to the effects of the restatement discussed on Note 62 and June 28, 2007 as to subsequent events discussed in Note 61) (which report expresses an unqualified opinion and includes an explanatory paragraph stating that the International Financial Reporting Standards adopted by the European Union (“EU-IFRS”) required to be applied under the Bank of Spain’s Circular 4/2004 vary in certain significant respects from accounting principles generally accepted in the United States of America (“U.S. GAAP”), that the information relating to the nature and effect of such differences is presented in Note 62 to the consolidated financial statements of the Group, that such Note explains 1) that the Group under U.S. GAAP changed its method of recognition of actuarial gains and losses regarding defined benefit plans from deferral method to immediate recognition in 2005 and 2) that certain information relating to the nature and effect of differences between EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 and U.S. GAAP for the period ended December 31, 2005 has been restated), and of our report dated March 30, 2007 relating to the management’s report on the effectiveness of internal control over financial reporting appearing in the Annual report on Form 20-F/A of Banco Bilbao Vizcaya Argentaria, S.A. for the year ended December 31, 2006.

DELOITTE, S.L.

/s/ Deloitte, S.L.

Madrid, Spain

Februray 7, 2008

Deloitte, S.L. Inscrita en el Registro Mercantil de Madrid, Tomo 13.650, folio 188, sección 8. hoja M-54414 inscripción 96, C.I.F.: B-79104469. Domicilio Social: Plaza Pablo Ruiz Picasso, 1-Torre Picasso, 28020 Madrid. Member of Deloitte Touche Tohmatsu