ContractBanco Bilbao Vizcaya Argentaria, S.A. • June 28th, 2007 • Commercial banks, nec
IN THEIR DISCRETION, THE NAMED PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 AND 2. PROPOSAL 1. TO APPROVE AND ADOPT THE TRANSACTION AGREEMENT, DATED FEBRUARY 16, 2007, BETWEEN COMPASS BANCSHARES, INC. AND BANCO BILBAO VIZCAYA ARGENTARIA, S.A., OR BBVA, AS IT MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO WHICH COMPASS WILL BECOME A WHOLLY-OWNED SUBSIDIARY OF BBVA. FOR [ ] AGAINST [ ] ABSTAIN [ ] PROPOSAL 2. TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF THE COMPASS SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES. FOR [ ] AGAINST [ ] ABSTAIN [ ] MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ] WHEN SIGNING AS ATTORNEY, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF SIGNING AS CORPORATION, PLEASE SIGN IN FULL CORPORATION NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF SIGNING AS A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED
