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)

The slide presentation was utilized by representatives of Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA") in connection with certain meetings with investors. Such presentation, which includes information pertaining to the acquisition of Compass Bancshares, Inc., is hereby filed by BBVA pursuant to Rule 425 under the Securities Act of 1933.

BBVA USA, May 2007 1

Disclaimer 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 filing 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 proxy statement of Compass 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 contain 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. 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 (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 will also file certain documents with the Spanish Comision 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. 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, which was filed with the SEC on March 30, 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 will be included in the definitive proxy statement/prospectus for the proposed transaction) and the other relevant documents filed with the SEC. 2

Index BBVA Overview Main business areas and activities BBVA in the U.S. BBVA market data 3

BBVA is a World Class International Financial Services Group o (euro) 412 billion total assets (U.S. dollar 544 billion), offering a full range of products and services o Leading positions in Spain and Latin America o Building a leading franchise in the growing markets of the US Sunbelt o International platform with 7,585 branches and 98,553 employees worldwide o Profitable and efficient retail banking franchise with excellent asset quality o Capital discipline and management committed to value creation for shareholders Company data as of December 31, 2006. 6th largest bank in the Eurozone by Market Cap. ((euro) Bn) Source: Bloomberg, December 31, 2006 4

BBVA Group: Key Data Total Assets ((euro) Mn) 411,916 Net Income ((euro) Mn) 4,736 ROE (%) 37.6 Cost/Income (%) 42.6 Capital adequacy ratio or BIS ratio (%) 12.0 Clients (millions) 42 Employees 98,553 Branches 7,585 Countries 33 Employees International 67% Spain 31% Branches International 52% Spain 48% Company data as of December 31, 2006. 5

BBVA is the result of the merger of two major Spanish banking institutions Banco Bibao Vizcaya Argentaria January 2000 150 years of history and more than 100 business integrations 6

... and its international expansion strategy has gathered pace since 1995... 2007 State National Bancshares (USA) ->100% CNBC (China) ->5% CIFH (Hong Kong) ->15% 2006 Texas Regional Bancshares (USA) ->100% Forum Servicios Financieros (Chile) ->Joint Venture 51% 2005 Granahorrar (Colombia) ->100% 2004 USA Valley / Laredo (USA) ->100% Bancomer (Minority stake acquisition) Hipotecaria Nacional (Mexico) ->100% 2002 Bradesco (Brazil)->5% 2000 Bancomer (Mexico) ->40% (100% as of June 06) 1999 Provida (Chile) ->42% (67% as of June 06) Consolidar (Argentina) ->100% 1998 Poncebank (Puerto Rico) ->100% Banco Excel (Brasil) ->100% (merger with Bradesco in 2002) Banco BHIF (Chile) ->44% (68% as of June 06) 1997 Banco Provincial (Venezuela) ->40% (53% as of June 06) 1996 Banco Frances (Argentina) ->30% (76% as of June 06) Banco Ganadero (Colombia) ->40% (95% as of June 06) Bancos Cremi y Oriente (Mexico) ->100% 1995 Continental (Peru) ->Joint Venture 50% Probursa (Mexico) ->66% (merged with Bancomer in 2002) 7

... to create a financial group with a truly global reach... 8

... and well-positioned in fast growing geographies GDP 2006e GDP Growth Population ($ Tr) 06e (%) (m) Spain(1) 1.1 3.9 40 Mexico(1) 1.1 4.8 107 Latam(1) 3.9 5.2 417 USA (2) 2.2 4.3 60 (1) Sources: The World Factbook 2007, Global Insight and BBVA Economic Research Department. (2) Aggregation of the data for the states where BBVA USA and Compass conduct their main operations (Alabama, Arizona, Colorado, Florida, New Mexico and Texas). 2006 GDP estimated, growth is a weighted average. Source: Morgan Stanley Research Department. 9

BBVA has delivered an excellent growth track record Total Business Volume(1) Net Attributable Profit (euro) billion (euro) million (1) Loans and customer funds Data from 1999 through 2003 in Spanish GAAP. From 2004 onwards in EU-IFRS. 10

...while also improving its fundamentals Cost to income (%) ROE (%) NPL ratio (%) NPL coverage (%) 1999 data in Spanish GAAP 11

In a European context, BBVA's financial strength stands out BBVA, an excellent combination of profitability-risk ROE (%) Cost to income (%) Asset quality (Coverage Ratio %) #1 Europe #1 Europe #1 Europe European Banks 23.5 58.3 77.2 BBVA 37.6 42.6 272.8 European banks is the arithmetic average, calculated with publicly available data as of 31.12.06, for the following European banks: BBVA, Santander, Deutsche Bank, Commertzbank, BNP Paribas, Societe General, Credit Agricole, ABN AMRO, Unicredito, San Paolo IMI, HSBC, Lloyds, Royal Bank of Scotland, Barclays, UBS and Credit Suisse. 12

Strong credit ratings Long term ratings S&P AA- Positive Outlook Moodys Aa1 Fitch Ibca AA- 13

Index BBVA Overview Main business areas and activities BBVA in the U.S. BBVA market data 14

Business Areas I Retail Banking in o Financial Services Spain and Portugal o Asset Management and Private Banking o Insurance o Finanzia Uno-e o Portugal II Wholesale Business o Corporates and SME's o Global Banking o Business Projects o Real Estate Projects III North America o BBVA Bancomer o United States operations (TX/CAL) o Insurance and Pensions (Mexico) IV South America o Retail Business o Insurance and Pensions o Corporate Banking & Global Markets 15

I. Retail Banking in Spain: 2006 Highlights Strong business volumes* +19.1% Non-interest income Trading income: +31.8% Insurance: +21.4%s Improved efficiency 45.4% cost/income Asset quality NPL ratio: 0.67% Coverage: 264.5% Net attrib. profit: 1,498 (euro) m (+13.8%), ROE 35.6% * Customer Funds + Lending 16

Spain: Strong position in domestic market Market Share Ranking o Loans 11.8% #1 o Deposits 10.2% #2 o Mutual Funds 17.2% #2 o Pension Funds 18.3% #1 Data as of 12.31.06. Source: Bank of Spain. Mutual funds and pension funds market shares measured by total assets under management. 17

...where economic and banking prospects remain positive 2007E GDP Growth Rate (1) (%) European Union 2.5 Spain 3.5 Business drivers for BBVA Consumer / credit and debit cards Small businesses New customer base (1) Source: BBVA Economic Research Department 18

II. Wholesale Banking: 2006 Highlights High business activity Lending growth: +18.6% New products & markets Sales of sophisticated treasury products Asia Plan Improved efficiency 25.2% cost/income Asset quality NPL ratio: 0.37% Coverage: 707.9% Net attrib. profit: 1,282 (euro)m (+47.0%), ROE 31.8% 19

Strong position in domestic market and selected global business A very strong client franchise... Corporate & Business Banking in Spain and Latin America o # 1 with Spanish companies (SMEs and Corporates) o # 1 with Public Administration bodies (all segments) o # 1 with corporates in Latin America (ex-Brazil). Source: Inmark. ....that facilitates access to global businesses Global Businesses o Trade Finance: world's # 1 in number of transactions and # 3 in volumes o Project Finance: world's # 1 in volumes and # 6 as arranger. Source: Dealogic, 2006 20

Corporate & Business Banking (CBB) A focused and segmented approach Companies --> Spanish SMEs Corporates --> Large companies and Iberian subsidiaries of multinationals Institutions --> Public corporations and private institutions ...offering a full range of transactional products and taylor made solutions for specific needs 21

III. Mexico: Highlights of 2006 High activity levels Lending*: +30.6% Higher banking penetration +2.2 million new customers (+16%) Mortgage leadership 55% growth Asset quality NPL ratio: 2.19% Coverage: 248.9% Net attrib. profit: 1,711 (euro)m (+28.2%), ROE 47% *constant currency 22

BBVA Bancomer is Mexico's # 1 banking group Market BBVA Bancomer Ranking Share(1) Deposits #1 26.0% Consumer lending #1 34.5% Mortgages #1 32.3% Auto lending #1 36.8% Total private lending #1 29.7% Pensions(2) #1 16.9% Mutual funds #1 23.3% (1) Market shares as % of six largest banks as of 12.31.06. (2) Pension funds market share measured by total assets under management. Largest network in Mexico: 1,733 branches 4,850 ATMs 80,594 POS o Bancomer's strength and its business model provide a unique market advantage o Leadership driven by customer focus, productivity and commercial innovation. 23

Sound macroecomic environment in Mexico Inflation (%) Budget balance (in % GDP) Avg. 95-02 18.2 -1.8 2003 4.0 -0.6 2004 5.2 -0.3 2005 3.3 -0.1 2006 4.1 0.0 2006 2007E 2008E GDP (%) 4.8 3.6 3.8 Inflation (%) 4.1 3.7 3.5 Source: BBVA Economic Research Department 24

IV. South America: Highlights of 2006 High activity levels Lending*: +28.8% Customer funds*: +21% Good macroeconomic performance Positive contribution from all businesses Asset quality NPL ratio: 2.67% Coverage: 132.8% Net attrib. profit: 509 (euro)m (+34.4%), ROE 31.8% *constant currency 25

Leading presence in South America Deposits Loans Pension Funds Market Market Market Country Ranking share Ranking share Ranking share Argentina #1 10.2% #3 7.6% #2 18.8% Colombia #3 11.1% #3 10.3% #3 17.6% Chile #4 8.0% #4 7.8% #1 31.2% Peru #2 25.2% #2 26.7% #3 26.1% Venezuela #4 12.3% #4 11.6% - - Source: Central banks or official regulators. Data as of 12.31.06. Pension Fund market shares measured by total assets under management. 26

...with good economic prospects Banking penetration 2007E GDP growth (%) (Loans / GDP, as a %) Argentina 7.9 17 Chile 5.2 56 Colombia 6.2 17 Peru 6.3 19 Venezuela 4.3 13 Mexico 3.6 19 Source: BBVA Source: EFIC Profit Pools, EIU and national statistics. Data as of 12.31.05. 27

Index BBVA Overview Main business areas and activities BBVA in the U.S. BBVA market data 28

BBVA in the USA: a focused and progressive strategy If BBVA and Compass combine (Pro forma) $47 Billion in assets $32 Billion in loans $33 Billion in deposits 622 branches in 7 states Serving a potential market of more than 100 million people. Valley Bank Basic banking and remittance services. Laredo National Bank Retail and commercial banking. Texas Regional Bank New business opportunities by having a significant presence on both sides of the State National Bank border between Texas and Mexico. Compass To take advantage of the growth opportunities in the Sunbelt region of the U.S. 29

BBVA is building a leading franchise in the most attractive U.S. markets Why Compass*? o It offers complementary markets and products, that fit with BBVA USA. o It strengthens BBVA's position in the U.S. while contributing management capabilities and expertise to BBVA USA. o It develops BBVA's strategy of becoming a more global financial group, while adding geographical diversification to BBVA's earnings. BBVA USA(1): pro forma market shares Dep. ($Bn) Mkt. Share Ranking Texas 16.6 5.9% 4th Alabama 6.7 9.5% 3rd Arizona 3.2 4.1% 5th Florida 2.0 0.6% 25th Colorado 0.7 1.0% 20th New Mexico 0.6 2.7% 8th (1) Selected markets Source: FDAC data as of 06.30.06 Pro forma net income contribution by business areas(1) South America 9% Mexico 31% BBVA USA 9% Retail Banking - Spainn & Portugal 27% Wholesale & Investment Banking 23% If the transaction between BBVA and Compass* is completed successfully, the combined entity will become the largest regional bank in the "Sun Belt" region. * Acquisition of Compass is subject to shareholder, regulatory and other approvals. 30

Index BBVA Overview Main business areas and activities BBVA in the U.S. BBVA market data 31

BBVA is listed on the world's leading stock markets Represented in key stockmarket indices IBEX 35 (12.6% weighting) DJ EuroStoxx 50 (2.9% weighting) MSCI World (0.3% weighting) MSCI World EAFE (0.7% weighting) BNY ADR Europe 100 (1) Data as of 31st December 06 32

Performance of BBVA share price Total Shareholder Return (annualized) BBVA (1) COMPASS S&P 500 Data provided by Bloomberg as of 12/31/06 (1) Total shareholder return of BBVA's ADS (ticker: BBV) 33

BBVA dividend per share and dividend yield Dividend per share ((euro)) & Yield (%) (1) Dividend Yield calculated by dividing the gross dividend by the average share price for each year. (2) BBVA ADS holders will receive the dividends in U.S. dollars. Conversion of dividends from Euro to U.S. dollars are subject to foreign exchange rate fluctuations. 34

Analysts recommend BBVA stock and expect a positive evolution of profits for the next two years ... Analysts recommendation for BBVA stock (1) Analysts estimates EPS ((euro)) (1) (1) Source: Reuters estimates 04.20.07 35

A well established and successful ADS program... BBVA's ADS Program Evolution 2001-2007 ADS as a % of Total Outstanding Shares ADS Market Cap $USD Millions 36

... liquid asset with increasingly higher volumes Monthly average--daily ADR traded volume* Traded Volume (Shares) Traded Volume ($ Millions) (*) Last 12 months 37

Basic facts about the American Depositary Share program o Easy to Trade: ADSs are quoted in U.S. dollars and trade in the open market similar to other U.S. securities. Moreover, you can buy and sell ADSs through full-service brokers or through discount or online brokers. ADSs can also be cancelled to receive the ordinary share in the home market. o Easy to Hold: As with all U.S. securities, corporate action notifications and shareholder meeting materials are delivered to ADS investors in English. Additionally, all financial and legal documentation for listed programs is filed with the Securities and Exchange Commission (SEC). o Dividends: ADS dividends and other cash distributions are paid in U.S. dollars at competitive foreign exchange rates. The depositary bank makes payments as efficiently as other cash distributions for listed U.S. securities. ADS investors receive dividend payments through their existing brokerage arrangements or, for Registered Holders, by check issued directly from the depositary bank. BBVA's ADS Program: As of March 31st 2007: o Symbol: BBV ADSs Outstanding: 70 million NYSE Exchange o ADS/Ordinary Ratio: 1:1 Average Daily Vol: 400,000 o Depositary Bank: The Bank of New York BBVA's Total Market Cap: $ 85 Bn 38

BBVA USA, May 2007 39