CHARTER – The functioning of the Compensation Committee (“Committee”) of Itaú Unibanco Holding S.A. (“Company”), as well as the presentation of reports and the formulation of the Committee’s representations to the management bodies and to the company’s General Stockholders’ Meeting, shall be governed by this Internal Charter (“Charter”).

COMPOSITION - The Committee shall report to the Company’s Board of Directors (“Board of Directors”) and shall be made up of at least three and at the most, ten members, elected annually by the Board of Directors from among its members and professionals of proven knowledge in the area.

2.1.

The Chairman shall be appointed by the Board of Directors from among the Directors who are elected members of the Committee.

2.3.

The election of the Committee members shall take place on the occasion of the first meeting of the Board of Directors following the Ordinary General Meeting. The Board of Directors may elect and remove members at any time.

2.4.

In the event of a vacancy on the Committee due to removal from office, resignation, decease, proven impairment, invalidity or loss of office or other events provided in law, the Board of Directors shall appoint the substitute to conclude the term of office of the substituted member. The appointment of a new member shall not be necessary should the remaining number on the Committee be equal or more than the minimum required pursuant to Article 2 of this Charter.

RESPONSIBILITIES OF THE COMMITTEE – It is incumbent on the Committee to promote and encourage discussions of matters of material interest and significant impact for the Company within the scope of the Board of Directors, the Committee being responsible for the following assignments:

discuss and analyze the existing models of compensation for Itaú Unibanco S.A. and for Banco Itaú BBA S.A. (including the treasury area), taking into account market practices and adjusting the compensation models to those for risk management and control;

propose a compensation package for the Company’s Chief Executive Officer for Board of Director approval;

evaluate and approve compensation packages, proposed by the Chief Executive Officer, for the Executive Vice Presidents of Itaú Unibanco S.A. and for the Chief Executive Officer and for the Executive Vice Presidents of Banco Itaú BBA S.A., including fixed and variable salaries, benefits and long-term incentives; and

evaluate the impacts of National Monetary Council (“CMN”) Resolution 3.921/2010 and other legislation relative to existing compensation in countries in which the Company’s subsidiaries operate, proposing measures necessary for these norms to be complied with.

3.1.

The Committee may engage outside consultants, ensuring the preservation of integrity and confidentiality of the work. However, the work of the outside consultants does not exempt the Committee from its responsibilities.

MEETINGS – The Committee shall meet at least 2 times annually upon the convening of its Chairman.

4.1.

The convening of the Committee shall be made through notices to be sent at least 48 (forty-eight) hours prior to the meeting by registered letter, telex, fax, telephone or e-mail.

4.3.

The meetings of the Committee may be validly installed when at least the absolute majority of members is present.

4.4.

The meetings may be on-site, by conference call or video-conferencing. Decisions taken in writing, including by fax or e-mail, shall also be deemed as valid.

4.5.

The Committee’s decisions shall be taken by the absolute majority of the members and in the event of a tie, the Chairman being responsible for the casting vote.

4.6.

Whenever possible, the meeting’s agenda and supporting documentation shall be distributed before hand to the members of the Committee.

4.7.

In addition to the ordinary meetings, the Committee shall arrange meetings with the Company’s Board and with the Board of Directors, whenever necessary, for further developing its responsibilities.

DUTIES – In addition to respecting the legal duties inherent to the position, the members of the Committee shall base their conduct on high ethical standards in addition to respecting and stimulating good corporate governance practices in the Company, ensuring rigorous confidentiality in the safekeeping of any material information related to the Company while still not in the public domain.

CONTINGENCIES NOT COVERED – Contingencies not covered in this Charter shall be resolved by the Chairman, ad referendum of the Committee.

This Internal Charter comes into effect on the date of its approval by the Board of Directors and shall be filed at the Company’s registered offices.