BANCO ITAU HOLDING FINANCEIRA S.A.
CNPJ 60.872.504/0001-23         Publicly Listed Company         NIRE 35300010230

                 Authorized Capital: up to 2,000,000,000 shares
   Subscribed and Paid-in Capital: R$ 13,090,418,000.00 - 1,204,589,776 shares

                          EXTRAORDINARY GENERAL MEETING
                               OF DECEMBER 26 2006
                               -------------------

              On 26 December 2006 at 3:30 p.m., the stockholders of BANCO ITAU
HOLDING FINANCEIRA S.A. met in the auditorium at the company's registered
offices at Praca Alfredo Egydio de Souza Aranha 100, Torre Itausa - 9th floor in
the city and state of Sao Paulo for an Extraordinary General Meeting, convened
by notices published in the newspapers "Valor Economico", editions of December 8
(page C1), 11 (page C3) and 12 2006 (page C3) and "Diario Oficial do Estado de
Sao Paulo", editions of December 8 (page 13), 9 (page 7) and 12 2006 (page 7),
with the following AGENDA:

     >>   the approval of the Protocol and Justification of Incorporation of the
          totality of shares representing the capital of the corporation BKB
          Chile Holdings, Inc., converting such corporation into its
          wholly-owned subsidiary;
     >>   the ratification of the appointment of the appraising company,
          Hirashima & Associados Consultoria em Transacoes e Reestruturacoes
          Societarias Ltda., for the preparation of the appropriate valuation
          reports;
     >>   the examination and approval of the aforesaid valuation reports;
     >>   the increase in the capital stock by R$ 1,163,795,000.00, through the
          issue of 17,406,444 book entry common shares with no par value, which
          shall be delivered to the stockholders of the BKB Chile Holdings,
          Inc., in substitution of their rights as partners which will be
          extinguished in the light of the incorporation of shares;
     >>   the alteration to the wording in the caption sentence to Article 3 of
          the corporate bylaws to register the new value of the capital stock
          and its division into shares;

              With the signatures in the appropriate register indicating the
presence of the stockholders representing more than two thirds of the voting
stock and additionally, members of the company's management, the Fiscal
Councilor Prof. Iran Siqueira Lima and representatives of the appraising
company, Hirashima & Associados - Consultoria em Transacoes e Reestruturacoes
Societarias Ltda., the Meeting was declared in session. In accordance with the
statutory provisions, the presidency was assumed by Dr. Roberto Egydio Setubal,
Chief Executive Officer, who invited the stockholder, Carlos Roberto Zanelato to
act as secretary, thus completing the Meeting's presiding officials.

              Opening the agenda of the day, the President informed the meeting
that the General Meeting, held on this date at 3:00 p.m., had approved the
acquisition of the operations of BANKBOSTON in Uruguay through the incorporation
of the totality of shares of capital of the companies, BankBoston Uruguay S.A.,
OCA Casa Financiera S.A., OCA S.A. and Boston Directo S.A., thus converting them
into wholly-owned subsidiaries.

              Proceeding further with the measures for the corporate
reorganization, now involving the acquisition of the operations of BANKBOSTON in
Chile, the President requested the Secretary to read as follows




BANCO ITAU HOLDING FINANCEIRA S.A.                                        page 2
Extraordinary General Meeting of December 26, 2006 (3:30 pm)

                      "PROPOSAL OF THE BOARD OF DIRECTORS
                      -----------------------------------

Stockholders,

              The Board of Directors of BANCO ITAU HOLDING FINANCEIRA S.A.
("ITAU"), in continuation of the process of corporate reorganization broadly
disclosed to the Market, which is related to the Agreements signed with Bank of
America Corporation ("BAC") on May 1, 2006 and August 8, 2006, such process
involving, now, the acquisition of the operations of BankBoston in Chile, with
the payment through delivery of book entry shares of ITAU, deems it appropriate
to submit for consideration and resolution by the General Meeting, subject to
the approval by both the Central Bank of Brazil and the Banks and Financial
Institutions Supervision of Chile, the following proposal:

I - INCORPORATION OF SHARES
    -----------------------
- to incorporate the totality of the shares representing the capital stock of
BKB CHILE HOLDINGS, INC., which will be a direct or indirect holding company of
the corporations BankBoston Chile S.A., BankBoston Corredora de Seguros Ltda.,
Inversiones Boston Corredor de Bolsa Ltda., Boston Inversiones, Servicios y
Administracion S.A., Boston Securitizadora S.A., Boston Administradora General
de Fondos S.A. and Recuperadora de Creditos Ltda., located in Santiago, Chile,
converting such holding company into its wholly-owned subsidiary, thus hereby
approving:

a)    the below transcribed "Justification and Protocol";

b)    the ratification of the appointment of the appraising company Hirashima &
      Associados - Consultoria em Transacoes e Reestruturacoes Societarias
      Ltda., bearer of CNPJ 05.534.178/0001-36, which has accepted the task and,
      in anticipation, has prepared the valuation reports upon which the
      incorporation of shares shall be based; such selected company has no
      conflict or community of interests, present or potential, with the holding
      company of the corporation, or with its minority stockholders, or
      regarding the other corporations involved and their respective partners,
      or regarding the operation itself;

c)    such valuation reports, made available to the stockholders, the reading of
      which is intended to be waived, shall be attached to the minutes of the
      Meeting and shall constitute a part thereof:

        'JUSTIFICATION AND PROTOCOL OF INCORPORATION OF THE SHARES OF BKB
           CHILE HOLDINGS, INC. BY BANCO ITAU HOLDING FINANCEIRA S.A.

BANCO ITAU HOLDING FINANCEIRA S.A., with its head office in Sao Paulo (SP), at
Praca Alfredo Egydio de Souza Aranha, 100 - Torre Itausa, bearer of CNPJ
60.872.504/0001-23, hereinafter denominated "ITAU"; and BKB CHILE HOLDINGS,
INC., with its head office in the United States of America, at 1209, Orange
Street, Wilmington, County of New Castle, 19801 - State of Delaware, hereinafter
denominated "CHILE HOLDINGS", by their legal undersigned representatives, hereby
agree to submit to their stockholders the incorporation, by ITAU, of the
totality of shares representing the capital stock of CHILE HOLDINGS, converting
such corporation into ITAU wholly-owned subsidiary, in accordance with the
following points:





BANCO ITAU HOLDING FINANCEIRA S.A.                                        page 3
Extraordinary General Meeting of December 26, 2006 (3:30 pm)

a)    the incorporation of shares arises from the negotiation, out of which the
      acquisition of the operations of BANKBOSTON, in Chile, pursuant to
      agreements dated May 1 2006 and August 8 2006, and constitutes an
      instrument of payment of the purchase price of the acquired stakes,
      pursuant to the dispositions of such agreements, which is considered to be
      a great opportunity to increase the activities in international markets,
      bringing advantages that shall add value to the stockholders;

b)    the incorporation of the shares shall be made in the amount of R$
      1,163,795,000.00, taking into consideration the evaluation following
      market value of the shares of CHILE HOLDINGS made by the specialized
      company Hirashima & Associados - Consultoria em Transacoes e
      Reestruturacoes Societarias Ltda., previously hired by the Board of
      Executive Officers of ITAU, subject to ratification by the Stockholders'
      General Meeting;

c)    as a result thereof, ITAU shall issue 17,406,444 new book entry common
      shares, with no par value, which shall be allocated to the stockholders of
      CHILE HOLDINGS, the current stockholders of ITAU not being entitled to
      preferential right to subscribe such shares, pursuant to the provisions of
      Paragraph 1 of Article 252, of Law 6.404/76;

d)    the new shares of ITAU shall be fully subscribed and paid-in through
      allotment to ITAU of the totality of the shares representing the capital
      stock of CHILE HOLDINGS;

e)    thus, the stockholders of CHILE HOLDINGS shall have their shareholding
      stakes proportionally replaced by shares issued by ITAU, taking into
      consideration, in the ratio of replacement, the weighted average price of
      the preferred shares of ITAU in trades carried out in the Sao Paulo State
      Stock Exchange, within the period from February 21 2006 to April 24 2006,
      and the economic value of the shares of CHILE HOLDINGS, in accordance with
      the valuation reports prepared by the specialized company Hirashima &
      Associados - Consultoria em Transacoes e Reestruturacoes Societarias
      Ltda.;

f)    the new shares of ITAU allocated to the stockholders of CHILE HOLDINGS
      shall be entitled to full proceeds that shall be declared as of the date
      of the General Meeting that resolves such incorporation of shares;

g)    the capital stock of ITAU, which after the acquisition of the operations
      of BankBoston in Uruguay shall be increased by R$ 209,298,000.00, shall be
      again increased by R$ 1,163,795,000.00, consequently being represented by
      1,221,996,220 book entry shares, with no par value;

h)    the caption sentence to Article 3 of ITAU bylaws shall be changed to
      register the new capital stock and the quantity of shares it represents;

i)    the variation in the net worth of CHILE HOLDINGS verified between the date
      of the balance serving as base (April 30, 2006) for the incorporation of
      the shares and the date of the Meetings approving this Protocol, shall be
      booked by ITAU to the year-end results, as equity equivalence result;

j)    the stockholders of both corporations ITAU and CHILE HOLDINGS, with rights
      to dissent from the resolutions of the Meetings, shall be assured to
      reimbursement of their shares according to the law; for the stockholders
      of ITAU, withdrawal rights shall be limited to those holders of common
      shares, who may exercise such rights based upon the share position on the
      day immediately prior to the first publication of the relevant notice
      convening the Meeting, as per unit value of R$ 14.87, which is equivalent
      to the equity value on December 31, 2005;





BANCO ITAU HOLDING FINANCEIRA S.A.                                        page 2
Extraordinary General Meeting of December 26, 2006 (3:30 pm)

k)    the cost planned for the making of the operation, in addition to the cost
      related to the corporate legal acts, shall be limited basically to the
      costs with external advisors, experts and auditors, estimated in R$
      1,000,000.00 (one million Reais);

l)    the operation shall be submitted for approval by both the Central Bank of
      Brazil and the Banks and Financial Institutions Supervision of Chile;

m)    this and any other document related to the incorporation shall be held at
      disposal of the stockholders of the corporations involved herein at the
      head office of such corporations.

    Sao Paulo-SP December 7 2006. (Signed) BANCO ITAU HOLDING FINANCEIRA S.A.
    and BKB CHILE HOLDINGS, INC.'

II - CHANGES TO BYLAWS
     -----------------
- as a result of the aforesaid item, to change the wording of the caption
sentence to Article 3 of the bylaws, in order to register the new breakdown of
the capital stock.

Finalizing, the Board of Directors proposes the publication of minutes of the
Meeting with the exclusion of the names of the stockholders present, as
permitted under Paragraph 2, of Article 130, of Law 6,404/76.

This is the proposal we submit to the examination of the stockholders. Sao
Paulo-SP, December 7 2006. (signed) Jose Carlos Moraes Abreu, Alfredo Egydio
Arruda Villela Filho and Roberto Egydio Setubal - Vice-Chairmen; Alcides Lopes
Tapias, Fernao Carlos Botelho Bracher, Geraldo Jose Carbone, Gustavo Jorge
Laboissiere Loyola, Henri Penchas, Maria de Lourdes Egydio Villela, Roberto
Teixeira da Costa, Sergio Silva de Freitas and Tereza Cristina Grossi Togni -
Directors."

              Prior to submitting the "Proposal of the Board of Directors" to
the examination and vote of the General Meeting, the President announced that:

a)   the company's Fiscal Council had opined favorably on the proposal to
     incorporate the shares of the corporation BKB Chile Holdings, Inc.,
     pursuant to subsection III, Article 163 of Law 6,404/76;

b)   in accordance with the conditions and for the purposes of paragraph 1,
     Article 8 of Law 6,404/76, representatives of the appraising company,
     Hirashima & Associados - Consultoria em Transacoes e Reestruturacoes
     Societarias Ltda., responsible for the preparation of the valuation
     reports, the basis for the incorporation of the shares;

c)   the stockholders of BKB Chile Holdings, Inc., had previously approved the
     said incorporation of shares and authorized the company's management to
     subscribe the increase of capital stock in Banco Itau Holding Financeira
     S.A.

              The clarifications having been made and the President having given
the floor to those present, Dr. Henri Penchas, legal representative of the
stockholder, Itausa - Investimentos Itau S.A., proposed that the delivery of the
new shares should be made effective following the approval of the appropriate
process by the Central Bank of Brazil and by the Chilean Superintendency of
Banks and Financial Institutions and conditional on the compliance with the
other provisions pursuant to the Agreements signed on May 1 2006 and August 8
2006.





BANCO ITAU HOLDING FINANCEIRA S.A.                                        page 5
Extraordinary General Meeting of December 26, 2006 (3:30 pm)

              The President then submitted the proposals of the Board of
Directors and that of the stockholder, Itausa - Investimentos Itau S.A. for
discussion and voting by the stockholders, the said proposals being fully and
unanimously approved, in particular:

a)   the pertinent Justification and Protocol for the incorporation of shares,
     above transcribed;

b)   the ratification of the appointment of the appraising company Hirashima &
     Associados - Consultoria em Transacoes e Reestruturacoes Societarias Ltda.,
     which has prepared the valuation reports upon which the incorporation of
     shares shall be based and subsequently, these valuation reports, the
     contents of which all are aware;

c)   the incorporation of the totality of shares representing the capital of the
     BKB Chile Holdings, Inc., through the increase in the capital stock to R$
     14,254,213,000.00 and the issue of 17,406,444 new common book entry shares;

d)   the consequent alteration to the wording in the caption sentence to Article
     3 of the corporate bylaws, which shall now read as follows:


         "Article 3 - CAPITAL AND SHARES - The capital stock is R$
         14,254,213,000.00 (fourteen billion, two hundred and fifty-four
         million, two hundred and thirteen thousand Reais), represented by
         1,221,996,220 (one billion, two hundred and twenty-one million, nine
         hundred and ninety-six thousand, two hundred and twenty) book entry
         shares with no par value, of which 626,500,256 (six hundred and
         twenty-six million, five hundred thousand, two hundred and fifty-six)
         common and 595,495,964 (five hundred and ninety-five million, four
         hundred and ninety-five thousand, nine hundred and sixty-four)
         preferred shares with no voting rights but with the following
         advantages: I - priority in receiving a minimum non-cumulative annual
         dividend of R$ 0.055 per share, to be restated in the event of a stock
         split or reverse stock split; II - the right - in the event of the sale
         of a controlling stake - to be included in the public offering to
         acquire shares with a price equal to 80% (eighty percent) of the value
         paid for each share enjoying voting rights and comprising the
         controlling stockholding block, guaranteeing a dividend at least equal
         to that paid on the common shares."

              With no further items on the agenda, the President thanked all for
their presence, declaring the Meeting closed and requesting the drafting of the
minutes. These having been read and approved, were signed by all stockholders
present. Sao Paulo-SP, December 26 2006. (signed) Roberto Egydio Setubal -
President; Carlos Roberto Zanelato - Secretary;...



                                  ALFREDO EGYDIO SETUBAL
                                Investor Relations Officer