Unassociated Document

Reference Form 2009 – Itaú Unibanco Holding S.A

b) equity hedging strategy

The Treasury of Itaú Unibanco concentrates the Bank’s market risk, always providing hedge (transfer pricing) transactions for the commercial areas that have contact and negotiate transactions with clients.

The Treasury mandate allows it to manage market risk positions within the limits of: exposure to market movements, trading instruments and the credit risk of counterparties.

These limits (list in case of instruments) are determined at superior committees, monitored daily by an independent area and reported to the senior management if they are exceeded. In the case of market risk, the determination is based on market movements that are historical and statistical (“VaR”) and stress scenarios.

The Bank adopts a hedging strategy for its investments abroad (in foreign currency).

c) instruments used for equity hedging purposes

The instruments used are operations in futures and forward markets inside and outside Brazil. The most widely used instruments in Brazil are futures and forwards carried out at stock exchanges and with a foreign counterparty, respectively. Outside Brazil, the most widely used instruments are the non-deliverable forward and forwards on the OTC (“Over-the-Counter”) market with counterparties in the international financial market and futures transactions carried out on foreign stock exchanges.

d) parameters used for managing these risks

Risk measures

Calculation of the statistical (VaR): statistical measure that estimates the expected maximum potential economic loss under regular market conditions, taking into consideration the defined time period and confidence level;

Calculation of losses in VaR Stress scenarios: simulation technique for simulation to evaluate the performance of the assets and liabilities of a portfolio when several financial factors are under extreme market conditions (based on past scenarios or constructed hypotheses);

Stop Loss Alert: alert relating to the amount of actual losses added to the maximum potential loss in optimistic and pessimistic scenarios.

Realizable Result (“RaR”): evaluation of the difference between value with appropriated interest and market value, under normal and stress scenarios, reflecting accounting asymmetries.

Sensitivity measures

Gap analysis: graphic representation by risk factor of cash flows expressed at market value allocated to maturity dates;

Sensitivity (DV1): sensitivity measure of the portfolio result in function of the interest curve of the risk factor, considering the result that would arise were it to shifts 1 basis point (0.01%) from the annual rate.

Loss control:

Maximum loss (Stop Loss): maximum loss that an agent, a subdesk or the desks with transactions classified in the trading portfolio may reach.

Limit framework:

Market risk limits are structured in accordance with the guidelines provided by the Risk Policies Superior Committee (“CSRisc”), based on the evaluation of the projection of balance sheet results, the size of, net worth and risk profile of each legal entity, and are defined as risk measures used for management;

Upper limits: established by the Institutional Superior Treasury Committee (“CSTI”) of the Bank (whereas the daily control is set by the control units, and monitoring and reporting to Superior Committees is incumbent upon the DCRML);

Internal limits: established by the local risk management committees and controlled day-to-day by the units, without prejudice to the upper limits.

Reference Form 2009 – Itaú Unibanco Holding S.A

Allocated economic capital:

Used as a guarantee that the institution will be able to absorb the impact of unexpected losses, thus enabling the continuity of activities in adverse scenarios.

e) if the Issuer carries out transactions involving financial instruments for different equity hedging purposes and what these purposes are

The bank carries out transactions involving financial instruments with purposes other than protecting its equity, such as to hedge its portfolios in transactions with clients, to operate in the market through arbitrage when these situations are implied in asset prices and to manage its investment risks.

f) organizational structure for risk management control

Risk management process

Risk management at Itaú Unibanco is the process where:

The existing and potential risks of a transaction are identified;

Risk limits are established, in line with all business strategies of the bank;

Policies, procedures and methodologies are approved, consistently with the agreed-upon risk limits;

The bank’s risk portfolio is managed vis-à-vis the best risk-return ratios;

The allocation of economic capital is consistent with risks incurred.

Risk management is considered by Itaú Unibanco Holding S. A. as a key instrument for optimizing the use of capital and selecting the best business opportunities, and it is aimed at achieving the best risk-return x Return ratio for its shareholders.

This process has characteristics that permeate the institution as a whole and top management, by means of committees, defines the major objectives that are passed on as goals and limits to the business units that manage risks. The control units, in turn, provide feedback to the top management, reporting the results of the consolidated monitoring of risks.

The organizational structure of risk management of Itaú Unibanco Holding S. A. is in compliance with the recommendations of the Basel Committee.

In September 2007, a Risk Superior Committee was organized, which is currently named the CSRisc, which establishes the general risk policy of Itaú Unibanco Holding S. A. and monitors its performance through four major committees: the Institutional Treasury Superior Committee, and Treasury and Liquidity Superior Committee, which assess and establish strategies for market and liquidity risks; the Credit Superior Committee, which manages the credit risks; and Audit and Operational Risk Superior Management Committee (CSAGRO), which is responsible for operational risks and internal controls.

The risk monitoring activities, according to the policies established by the committees, are centralized in the Credit, Operational and Insurance Risk Control Offices and DCRMLs of - Itaú Unibanco Holding S. A.

Reference Form 2009 – Itaú Unibanco Holding S.A

Based on corporate governance practices recommended by international organizations and by the Basel II Accord, the Risk and Capital Management Committee was created in April 2008 to be the highest hierarchical body of risk and capital management at Itaú Unibanco Holding S. A. The Risk and Capital Management Committee is responsible for reviewing, approving and monitoring the implementation of policies and methodologies on risk management and capital allocation, which includes the establishment of limits for: (i) exposure to the several risks and (ii) capital allocation, assuring full adherence to regulatory requirements.

Capital and Risk Management Committee

In order to comply with CMN resolutions and strengthen the internal controls structure, the creation of the Capital and Risk Management Committee was approved in 2008. This Committee is composed of members annually elected by the Board of Directors among the members of this Board, of the Executive Board of the company and controlled companies, and from professionals with proven knowledge in the capital and risk management area.

The meetings are held on a quarterly basis and it is incumbent upon the Committee:

To define the holding company’s global risk appetite (types and levels of acceptable risks);

To evaluate and approve the holding company’s policies, procedures and limits of capital and risk management;

To review the risk exposures, performance and adequacy of capital in relation of the risk appetite.

Risk Policy Superior Committee (CSRisc)

The meetings of the CSRisc are held on a bi-monthly basis. It is incumbent upon this Committee:

To establish general risk policies that define the operating methods and competences for specific decision-making bodies, and the managers of each type of risk;

To approve the procedures required for the effective compliance with the established policies and processes;

To analyze high value-added decisions, approved by different committees, and their impact on the economic capital and compliance, in terms of the established risk policy;

To establish limits for each type of risk;

To ensure the holding company’s risk management is consistent over time;

To discuss the most significant risk factors and plans to mitigate them;

To coordinate the implementation of risk management instruments.

CSTI

The meetings of this committee are held on a monthly basis. Its main responsibilities are to discuss and decide on the following, considering the competence granted by the CSRisc:

The position limits for market risk and the limits for maximum loss (VaR) of positions (including under stress conditions for each type of risk) subordinated to those defined by CSRisc, and it may also establish additional or supplementary controls and limits, as necessary;

The operational guidelines and decision-making powers granted to the Institutional Treasury Management Committee (“CGTI”);

The retention periods of the main types of risks, considering the size of positions and market liquidity;

The positions under management of this committee;

The risk control models and procedures, including the supplementary ones stipulated by CSRisc;

Issues and limits related to the treasury operational limit;

Stop Loss policies;

Incentive policies.

Reference Form 2009 – Itaú Unibanco Holding S.A

Manager Committee of Institutional Cash (CGTI)

The meetings of this committee are held on a weekly basis and its responsibilities are to discuss and decide on the following, taking into consideration the competence granted by CSRisc and SCTI, on market risk limits, risk models and procedures and the retention of positions in the main types of risk.

Macroeconomic Scenario Assessment Committee (CECON)

The meetings of this committee are held on a monthly basis and its responsibilities are to establish the basic macroeconomic variables for the basic and stress scenarios, which are the basis to contextualize the main financial variables. Risk limits for different positions assumed by the conglomerate are determined according to these scenarios.

g) adequacy of operating structure and internal controls to verify the effectiveness of the policy adopted

The Market Risk Management Policy defines the market risk scope and management structure. The policy covers all financial instruments included in the portfolios of companies owned by the Issuer and the processes and controls significant for the achievement of the business objectives, and the implementation of risk management independent from the business area, structured as follows:

The market risk control covers all positions materially relevant included in the portfolios of the financial and non-financial companies belonging to Itaú Unibanco. This control is exercised through only one structure. In the external units there are structures for market risk control, which are administratively subordinated to the unit's main executive, and functionally to the independent risk control executive boards.

The adherence of the Market Risk Control Units and management to the policies and strategies defined by the Superior Committees of the institution are periodically checked by the Internal Controls Offices, subordinated to the Operational Risk and Efficiency Area (“AROE”).

The Internal Controls Offices are responsible for the periodic quality evaluation of internal controls and the adherence of the processes to the guidelines issued by top management.

The internal controls methodology is based on the following phases:

Mapping of processes, assuring that they:

Enable the understanding of the process;

Include details of critical controls and activities;

Are updated.

Development of the Risk and Control Matrix, addressing:

Major risks of each phase;

Controls considered adequate to mitigate risks, include monitoring in compliance with the defined rules and policies.

Analysis and conducting of tests, considering whether:

The established tests are adequate to evaluate the effectiveness of controls;

The documentation on the tests procedure is clear and sufficiently detailed to enable them to be repeated;

The result of the test effectively shows the adequacy/inadequacy of the control.

4) Reporting on control deficiencies to managers of areas for the development of action plans.

5) Monitoring the implementation of action plans for the correction of the identified control deficiencies.

Reference Form 2009 – Itaú Unibanco Holding S.A

5.3. Inform whether, with respect to the previous year, there were significant changes in the main market risks to which the Issuer is exposed or in the risk management policy adopted

The consolidated Itaú Unibanco Holding S. A. maintained its policy of operating within low risk in relation to its capital. The amounts at risk at the consolidated level were, as in the units that form it, affected both by the reduction of volatility levels in the main internal and external risk factors over 2009, as well as by the conservative management of the portfolio.

We note that, as shown in the table included in item 5.1, the diversity of risks of the business units is significant, enabling the conglomerate to continue to have a total exposure to market risk that is very limited as compared to its capital.

5.4. Supply other information that the Issuer may deem relevant

All information was presented in the previous items.

Reference Form 2009 – Itaú Unibanco Holding S.A

ITEM 6 - HISTORY OF THE ISSUER

6.1. With respect to the Issuer’s incorporation, please inform:

a) Date

Incorporation Stockholders' Meeting on September 9, 1943

b) Type of business organization:

Corporation

c) Country of incorporation

Brazil

6.2. Inform term of duration, if any

Undetermined

6.3. Outline in brief the history of the Issuer

Itaú Unibanco Holding S.A. retained the huge legacy, the same sound bases, the corporate position, the values and principles formulated during the history of both legacy institutions, Itaú and Unibanco, created by men who believed in their ideas – Alfredo Egydio de Souza Aranha and João Moreira Salles.

The history of the two banks is intertwined in the timeline. On September 27, 1924, the banking department of Casa Moreira Salles started its operations, later on it becoming Banco Moreira Salles. The institution, which would play the leading role in a continuous process of mergers and acquisitions, adopted the name of Unibanco in 1975.

The cornerstone of Itaú was founded by Alfredo Egydio de Souza Aranha, when he started Banco Central de Crédito. After the opening of the first branch on January 2, 1945, the close relationship he had with industrialists and merchants stimulated the bank’s first cycle of expansion. The Itaú brand was created in 1973. Even before, however, the name was already used in connection with other corporate names, such as Itaú América.

From the historic point of view, two names were crucial for individuals have been closely involved in the success achieved by Itaú and Unibanco: Olavo Setubal and Walther Moreira Salles. They were As entrepreneurs, and their lives were intertwined with the paths they succeeded in directing of the banks they led and in accordance with the economic, political and social history development of Brazil.

Over the last 85 years, their successors have been loyal to them, cultivating other common characteristic: the great capacity of meeting the client’s needs, with excellence and in an increasingly differentiated service offering.

On November 3, 2008, the controlling shareholders of Itaúsa and Unibanco Holdings entered into an agreement for combining the operations of Banco Itaú Holding and its subsidiaries and Unibanco Holdings, Unibanco and its subsidiaries (“the Merger").

In order to carry out the Merger, the Itaú and Unibanco financial groups carried out a corporate restructuring under which Unibanco Holdings and its subsidiary Unibanco became wholly-owned subsidiaries of Itaú Unibanco.

In the Extraordinary Stockholders’ Meeting of April 24, 2009, our shareholders approved the change of the name Itaú Unibanco Banco Múltiplo S.A. to Itaú Unibanco Holding S.A., which was approved by the Central Bank on August 12, 2009.

Reference Form 2009 – Itaú Unibanco Holding S.A

The first year of integration and opportunities

On November 3, 2009, one year has passed since the merger of Itaú and Unibanco that created Itaú Unibanco Holding S.A., it is the largest private financial conglomerate in the Southern Hemisphere in terms of assets, with over 100 thousand collaborators and tens of millions of clients. With presence in 12 countries -- its commercial bank operations already cover all Mercosur member countries – Itaú Unibanco Holding S.A. is a highly flexible institution, which will allow it to increase Brazil's presence on the international banking scene.

Soon after the election of the Board of Directors, and with the definition of the Executive Committee of Itaú Unibanco, decisions regarding the business model and marketing opportunities were made. In the twelve-month period in which the operations of both banks have integrated, the results achieved have exceeded expectations. A search in all areas and businesses for the best of each bank was conducted in order to strengthen the new Bank’s operations and reach even higher quality standards.

The main initiatives related to the integration in 2009 were the following: the interconnection of ATMs for withdrawals and balance consultations; the unification of the stock tickers of Itaú and Unibanco at BM&FBovespa (the securities, commoditiesand futures exchange), at the New York Stock Exchange (“NYSE”) and at the Bolsa de Comércio de Buenos Aires (BCBA - Buenos Aires Trade Exchange); the launching of the unified Annual Report and sustainability policy; and the approval of the new Corporate Governance Structure by the Board of Directors, which started to operate supported by five committees: Strategy; Capital and Risk Management; Audit; Appointments and Corporate Governance; and Personnel. Also noteworthy was the rapid integration of Corporate, Investment Banking, Brokerage, Asset Management, Vehicle, Private and Treasury areas, which have been operating on a unified basis since the first quarter of the year. In the second half of 2009, the process of unification of Unibanco branches with the Itaú platform began and should continue up to the end of 2010.

In August 2009, Itaú Unibanco and Porto Seguro entered into an alliance, an important strategic decision aimed at the unification of residence and automobile insurance operations, with 1.2 million properties and 3.4 million automobiles insured. Itaú Unibanco is entitled to a 30% interest in the company’s earnings.

At the end of August 2009, the International Advisory Board was organized with the main purpose of contributing to the expansion of Itaú Unibanco Holding S.A.’s presence in the international financial community. This board will meet twice a year to discuss the analysis of the global and regional economy and of the international financial system.

In September 2009, for the tenth consecutive year, the Bank was included in the Dow Jones Sustainability Index, the main corporate sustainability ranking in the world. It is the only Latin American financial institution to have been included in the index since it was created.

In November 2009, for the fifth time, we were chosen to participate in the Corporate Sustainability Index (ISE) of BM&FBOVESPA. The portfolio brings together 38 shares of 30 companies that are considered to be committed with to sustainability, social responsibility and good corporate governance practices.

Stockholding structure

The shareholding control of Itaú Unibanco Holding S.A. is held by IUPAR - a holding company controlled by Itaúsa and Companhia E. Johnston de Participações (a holding company controlled by the former controlling shareholders of Unibanco, members of the Moreira Salles family.

Additional information on the shareholding structure is available in items 8: Economic group and 17. Capital.

Reference Form 2009 – Itaú Unibanco Holding S.A

Important facts about the institutions unified to create Itaú Unibanco Holding S.A.

Unibanco

On September 27, 1924, a federal charter from the Government authorized the start of operations of the banking department of Casa Moreira Salles, one of the most important stores in the Minas Gerais city of Poços de Caldas.

Seven years later, the banking department of Casa Moreira Salles became an independent institution: Casa Bancária Moreira Salles.

In the following decade, the process of expansion began, from 1940 with the merger between Casa Bancária Moreira Salles, Banco Machadense and Casa Bancária Botelhos, which created Banco Moreira Salles.

Other initiatives that led to the bank’s growth:

1966, - Banco Moreira Salles, together with Deltec, Light and Power Co., and the Azevedo Antunes Group, created the Banco de Investimento do Brasil (“BIB”);

May 1967, - The Bank merged with Banco Agrícola Mercantil of Rio Grande do Sul, and its name changed to União de Bancos Brasileiros S.A. (“UBB”);

1970 – Takeover of Banco Predial of the State of Rio de Janeiro;

1972 – Unibanco assumed control over Banco de Investimento do Brasil (“BIB”);

1983 – Unibanco Seguradora entered into a partnership with Sul América, the leader in its sector. Sul América Unibanco Seguradora was created;

1995 – Acquisition of a portion of Banco Nacional S.A.’s assets;

1996 – Acquisition of 50% of Fininvest. Unibanco stocks were listed on the New York Stock Exchange (NYSE) and it became a partner of the AIG financial group;

2000 – Acquisition of total control over Fininvest, from Credibanco and Banco Bandeirantes;

2003 – Acquisition of Creditec;

2004 – Acquisition of HiperCard and the Brazilian operations of BNL (Banca Nazionale Del Lavoro);

2006 - Unibanco was the first bank of Latin America to reach the investment grade of the Moody’s rating agency in the issuance of debt in local currency settled in U.S. Dollars abroad;

2007 ~ 2009 – See item 6.5

Itaú

The history of Itaú started in 1944, when, by initiative of Alfredo Egydio de Souza Aranha, the Banco Central de Crédito S.A. was incorporated.

The first branch of the bank began its operations on January 2, 1945, in the centre of São Paulo. Its vocation for growing manifested in that year already, by the end of which there were three branches in operation, two of them in the countryside of the State.

Mergers, takeovers and acquisitions take part in Itaú’s history. See some of these transactions below:

1964, - The merger with Banco Itaú S.A. (institution related to Minas Gerais businessmen), was carried out, creating Banco Federal Itaú S.A;

1966, - A new merger was carried out, this time with Banco Sul Americano do Brasil S.A. The bank took the name Banco Federal Itaú Sul Americano S.A.;

Reference Form 2009 – Itaú Unibanco Holding S.A

1969 – Merger with Banco da América S.A., with another change of name: to Banco Itaú América S.A.;

· 1970 – Purchase of Banco Aliança;

· 1973 – Takeover of Banco Português do Brasil;

· 1974 – Takeover of Banco União Comercial – BUC. Itaú doubled its size;

· 1985 – Takeover of Banco Pinto Magalhães;

· 1995 – Itaú assumed shareholding control over Banco Francês e Brasileiro S.A.;

· 1997 – Acquisition of Banco do Estado do Rio de Janeiro (BANERJ);

· 1998 – Acquisition of Banco do Estado de Minas Gerais (BEMGE);

· 2000 – Acquisition of Banco do Estado do Paraná;

· 2001 – Acquisition of Banco do Estado de Goiás (BEG);

2002 – Partnership with BBA Creditanstalt, creating Itaú BBA, the largest wholesale bank in the country;

· 2006 – Acquisition of BankBoston;

· 2007 ~ 2009 – See item 6.5

The internationalization of Banco Itaú began in 1980, with the opening of a branch in New York, the first outside Brazil. At the end of that same year, another branch was opened in Buenos Aires, which was later converted into Banco Itaú Argentina S.A.

1984, - Itaúsa Portugal – Sociedade Investimentos was founded, on which the incorporation of Banco Itaú Europa S.A was based ten years later;

1999 – The merger of Banco Itaú Argentina and Banco Del Buen Ayre was completed, creating Banco Itaú Buen Ayre S.A.;

2002 – The operations of Banco Itaú (ITU, currently named ITUB) started at the New York Stock Exchange (NYSE);

· 2004 – Opening of the branch in Tokyo, Japan;

· 2007 ~ 2009 – See item 6.5

6.4. Date of registration with CVM or indication that the registration is being requested

12/30/2002

Reference Form 2009 – Itaú Unibanco Holding S.A

6.5. Describe the main corporate events, such as takeovers, mergers, spin offs, acquisition of shares, disposals and acquisitions of shareholding control, acquisitions and disposals of important assets which the Issuer or any of its subsidiaries or affiliated companies have carried out, indicating:

2009

Event	Sale of shares in Allianz Seguros

Main conditions of the transaction	On December 29, 2009, Itaú Unibanco Holding S.A., through its subsidiary Cia. Itaú de Capitalização, and Allianz South America Holding B.V., a subsidiary of Allianz Europe B.V., entered into an agreement governing the acquisition by Allianz South America Holding B.V. of the 14.025% interest indirectly held by Cia. Itaú de Capitalização in the capital of Allianz Seguros S.A. The amount of this transaction was R$ 109 million. This transaction was completed on January 14, 2010, approved by the Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica – “CADE”) in March 2010, and communicated to the Superintendency of Private Insurance (“SUSEP”). Following this transaction, Itaú Unibanco Holding S.A. and its subsidiaries no longer hold interests in Allianz Seguros S.A.

Companies involved	Itaú Unibanco Holding S.A., Cia. Itaú de Capitalização, Três “B” Empreendimentos e Participações Ltda., Allianz South America Holding B.V., Allianz Europe B.V, Allianz Seguros S.A. and Allianz do Brasil Participações Ltda.

Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	No change in the Issuer’s corporate structure.
Corporate structure before and after the transaction	Before this transaction, Itaú Unibanco Holding S.A., through its subsidiary Cia. Itaú de Capitalização, indirectly held 14.025% ownership interest in the capital of Allianz Seguros S.A. Afterwards, Itaú Unibanco Holding S.A. and its subsidiaries no longer held ownership interest in Allianz Seguros S.A.

Reference Form 2009 – Itaú Unibanco Holding S.A

Event	Sale of all shares in Unibanco Saúde Seguradora

Main conditions of the transaction	On December 16, 2009, Itaú Seguros S.A. and Itaú Unibanco S.A. entered into an agreement for the sale of shares with a subsidiary of Tempo Participações S.A., one of the main companies in the country that provide special care services, dental plans and health services management, aiming at transferring the total capital in Unibanco Saúde Seguradora S.A. to the subsidiary company of Tempo Participações S.A. On April 29, 2010, the subsidiary company of Tempo Participações S.A. paid to Itaú Seguros S.A. and to Itaú Unibanco S.A. the amount of R$ 55 million for the transfer of all shares of Unibanco Saúde Seguradora S.A. Depending on the performance of Unibanco Saúde Seguradora S.A. in the 12-month period after the closing date of the transaction, Itaú Seguros S.A. and Itaú Unibanco S.A. may be entitled to an additional payment of up to R$ 45 million. The transfer of the control over Unibanco Saúde Seguradora S.A. was approved by the National Agency of Supplemental Health (Agência Nacional de Saúde Suplementar – ANS) in April 2010 and by CADE in December 2009.

Companies involved	Itaú Seguros S.A., Itaú Unibanco S.A., Unibanco Saúde Seguradora S.A., Tempo Participações S.A. and Atori 22 Participações Ltda.

Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	No change in the Issuer’s corporate structure.
Corporate structure before and after the transaction	Before this transaction, Itaú Unibanco Holding S.A. held indirectly the total capital of Unibanco Saúde Seguradora S.A. Since this transaction has been completed, 100% of the capital of Unibanco Saúde Seguradora S.A. has been started being held by a subsidiary of Tempo Participações S.A.

Event	Renewal of the partnership with Magazine Luiza

Main conditions of the transaction	In September 2001, Unibanco – União de Bancos Brasileiros S.A. entered into a partnership with Magazine Luiza S.A. for incorporating a financial institution named Luizacred S.A. Crédito, Financiamento e Investimento. The scope of this financial institution is to offer consumer credit financial services and products exclusively to customers of Magazine Luiza S.A. Magazine Luiza S.A. directly and indirectly has 50% of interest in the capital of Luizacred S.A. Crédito, Financiamento e Investimento, and Itaú Unibanco Holding S.A. directly and indirectly has 50% of interest in the capital of Luizacred S.A. Crédito, Financiamento e Investimento. On November 27, 2009, the exclusive right of distribution of consumer credit financial products and services through Luizacred S.A. Crédito, Financiamento e Investimento through all distribution channels of Magazine Luiza S.A. was extended to December 31, 2029, for which Itaú Unibanco Holding S.A. paid the amount of R$ 250 million. Luizacred S.A. Crédito, Financiamento e Investimento is consolidated in our financial statements in proportion to the interest directly and indirectly held by Itaú Unibanco S.A.

Companies involved	Unibanco – União de Bancos Brasileiros S.A., Itaú Unibanco Holding S.A., Magazine Luiza S.A. and Luizacred S.A. Crédito, Financiamento e Investimento.

Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	No change in the Issuer’s corporate structure.
Corporate structure before and after the transaction	Not applicable.

Reference Form 2009 – Itaú Unibanco Holding S.A

Event	Purchase of all shares issued by Itaú XL Seguros Corporativos S.A.

Main conditions of the transaction	On November 12, 2009, Itaú Seguros S.A. and XL Swiss Holdings Ltd., a company controlled by XL Capital Ltd., entered into an agreement pursuant to which Itaú Seguros S.A. purchased the total shares issued by Itaú XL Seguros Corporativos S.A. held by XL Swiss Holdings Ltd., becoming the holder of 100% interest in Itaú XL Seguros Corporativos S.A. A separate agreement was signed through which Itaú Seguros S.A. shall provide, insurance coverage to XL Capital’s clients in Brazil and XL Capital’s Global Programs clients with operations in Brazil.

Companies involved	Itaú Seguros S.A., XL Swiss Holdings Ltd., XL Capital Ltd. and Itaú XL Seguros Corporativos S.A.

Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	No change in the Issuer’s corporate structure.
Corporate structure before and after the transaction	Before this purchase, the control over Itaú XL Seguros Corporativos S.A. was shared, that is, 50% was held by Itaú Seguros S.A. and the other 50% was held by XL Swiss Holdings Ltd. Since this purchase, Itaú Seguros S.A. has held 100% of interest in the capital of Itaú XL Seguros Corporativos S.A.

Event	Partnership with Companhia Brasileira de Distribuição, which operates under the Pão de Açúcar brand

Main conditions of the transaction	On August 28, 2009, Companhia Brasileira de Distribuição (“CBD”), which operates under the Pão de Açúcar brand, and Itaú Unibanco S.A. concluded their negotiations concerning FIC – Financeira Itaú CBD S.A. Crédito, Financiamento e Investimento (“FIC”), in which both directly or indirectly hold 50% interest each, having agreed the following: (i) change the partnership agreement of FIC, in order to release Itaú Unibanco S.A.’s exclusivity obligation, for which Itaú Unibanco S.A. paid R$ 550 million to the Pão de Açúcar Group, and (ii) extend the exclusivity term granted by CBD to FIC through August 2029, for which Itaú Unibanco Holding S.A. paid R$ 50 million. The partnership provides for the sale of financial, insurance and private pension services and products (excluding extended warranty products) in stores of all types that at that time were directly or indirectly operated or owned by CBD, including supermarkets, convenience stores, electronic appliance stores, retail and wholesale stores, gas stations, drugstores, and by e-commerce. New stores purchased by CBD may be included in the partnership according to the criteria established in the agreements entered into between the parties. FIC is fully consolidated in our financial statements.

Companies involved	Companhia Brasileira de Distribuição, Itaú Unibanco S.A., FIC - Financeira Itaú CBD S.A. Crédito, Financiamento e Investimento.

Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	No change in the Issuer’s corporate structure.
Corporate structure before and after the transaction	Not applicable.

Reference Form 2009 – Itaú Unibanco Holding S.A

Event	Alliance with Porto Seguro S.A.

Main conditions of the transaction	On August 23, 2009 Itaú Unibanco Holding S.A. and Porto Seguro S.A. entered into an alliance aimed at the unification of their residential and automobile insurance operations, which lead to the negotiation of an Operational Agreement for the exclusive offer and distribution of residential and automobile insurance products to the customers of Itaú Unibanco S.A. in Brazil and Uruguay. In order to implement the alliance, on November 30, 2009, the shareholders of Porto Seguro S.A. and Itaú Unibanco Holding S.A. approved the merger of ISAR Holding Ltda. into Porto Seguros S.A. (“Merger”). Until the merger, ISAR Holding Ltda. was the parent company of Itaú Seguros de Auto e Residência S.A., the company that received the assets and liabilities of Itaú Seguros S.A. related to the residential and automobile insurance operations. On the date of the merger, the companies of the Itaú Unibanco conglomerate became shareholders of Porto Seguro Itaú Unibanco Participações S.A., to which they contributed the total shares issued by Porto Seguros S.A. received in view of the merger. Accordingly, the Itaú Unibanco conglomerate from then on held an interest corresponding to approximately 43% in the capital of Porto Seguro Itaú Unibanco Participações S.A., and indirectly holds 30% in the capital of Porto Seguro S.A. This alliance is pending approval by the Brazilian Antitrust System (“SBDC”).

Companies involved	Porto Seguro S.A. and its subsidiaries, Itaú Unibanco S.A., Itaú Unibanco Holding S.A., ISAR Holding Ltda., Itaú Seguros de Auto e Residência S.A., Itaú Seguros S.A. and Porto Seguro Itaú Unibanco Participações S.A.
Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	No change in the Issuer’s corporate structure.
Corporate structure before and after the transaction	Before this alliance, 100% of the capital of ISAR Holding Ltda. and of its subsidiary, Itaú Seguros de Auto e Residência S.A., was indirectly held by Itaú Unibanco Holding S.A. After the merger of ISAR Holding Ltda. into Porto Seguro S.A., 100% of the capital of Itaú Seguros de Auto Residência S.A. started to be held by Porto Seguro S.A. With the completion of the restructuring mentioned above, the Itaú Unibanco conglomerate now holds an interest corresponding to approximately 43% in the capital of Porto Seguro Itaú Unibanco Participações S.A., and indirectly holds 30% interest in the capital of Porto Seguros S.A.

Reference Form 2009 – Itaú Unibanco Holding S.A

Event	Transactions involving the shares of Redecard S.A.

Main conditions of the transaction	Banco Itaucard S.A. and Unibanco Participações Societárias S.A. sold in July 2007, through a secondary offering, approximately 107.6 million common shares, corresponding to 16.4% of the total capital of Redecard S.A. (“Redecard”), a company that captures and transmits information for the credit and debit card transactions of Mastercard and Diners Club in Brazil. Each share was sold at R$ 27.00, generating an income of R$ 1.6 billion after taxes. In March 2009, we purchased approximately 24 million shares of Redecard from Banco Citibank S.A. for the total price of R$ 590 million, giving rise to goodwill amounting to R$ 557 million, which was totally amortized in our consolidated financial statements at December 31, 2009. In view of this transaction, Itaú Unibanco Holding S.A. became the holder of over 50% interest in the total and voting capital of Redecard ; since the first quarter of 2009, we have fully consolidated the results of Redecard S.A. in our consolidated financial statements.

Companies involved	Banco Itaucard S.A., Unibanco Participações Societárias S.A., Redecard, Banco Citibank S.A. and Itaú Unibanco Holding S.A.

Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	No change in the Issuer’s corporate structure.
Corporate structure before and after the transaction	Before the primary and secondary offering, Itaú Unibanco Holding S.A., through its subsidiaries, held approximately 63.8% interest in the capital of Redecard. In 2009, since the purchase of shares owned by Banco Citibank S.A. (as described above), Itaú Unibanco Holding S.A., through its subsidiaries, has held over 50% interest in the total and voting capital of Redecard.

Event	Partnership agreement with Vivo S.A.

Main conditions of the transaction	On March 31, 2009, Banco Itaucard S.A., Vivo S.A. and Telemig Celular S.A., a subsidiary of Vivo S.A. (Vivo S.A. and Telemig Celular S.A., collectively, “Vivo”), the leader in the Brazilian mobile telecommunication services market, entered into a partnership agreement pursuant to which we were granted the right to distribute and sell co-branded credit cards and other financial and certain insurance products to Vivo’s clients in Brazil for a ten-year period.

Companies involved	Banco Itaucard S.A., Vivo S.A. and Telemig Celular S.A.

Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	No change in the Issuer’s corporate structure.
Corporate structure before and after the transaction	Not applicable.

Reference Form 2009 – Itaú Unibanco Holding S.A

2008

Event	Remaining interest in Banco Itaú BBA S.A.

Main conditions of the transaction	On December 29, 2008, Itaú Unibanco S.A. purchased the remaining interest of 4.25% in total shares of Banco Itaú BBA S.A. which was held by certain executives and employees of Banco Itaú BBA S.A. At present, Itaú Unibanco Holding S.A. holds approximately 100% interest in the capital of Banco Itaú BBA S.A.

Companies involved	Itaú Unibanco Holding S.A., Itaú Unibanco S.A. and Banco Itaú BBA S.A.

Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	No change in the Issuer’s corporate structure.
Corporate structure before and after the transaction	Before this transaction, Itaú Unibanco Holding S.A. held approximately 95.75% interest in the total capital of Banco Itaú BBA S.A. Since this transaction, Itaú Unibanco Holding S.A. has held approximately 100% interest in the total capital of Banco Itaú BBA S.A.

Event	Partnership with Marisa S.A.

Main conditions of the transaction	On December 4, 2008, Itaú Unibanco, Marisa S.A. and Credi-21 Participações S.A., or Credi-21 (Marisa S.A. and Credi-21, collectively, “Marisa”) entered into a partnership agreement pursuant to which Itaú Unibanco S.A. and its subsidiaries were granted an exclusive right to offer and sell financial products and services, namely co-branded credit cards, personal loans and other types of consumer credit financial products through Marisa’s sales network (physical and online stores) for ten years. Marisa is the largest Brazilian department store chain specializing in women’s clothing. Its business and operational strategies are targeted at medium- and low-income women of ages ranging from 20 to 35 years. With the partnership, both parties have combined the strengths of their business operations, which comprise valuable brands, clientele, market share and great penetration in their respective segments. The deal was structured as a profit-sharing agreement, under which each party is entitled to 50 % of the results of the partnership operations. The partnership represented an investment of approximately R$ 120 million by Itaú Unibanco, R$ 65 million of which was paid in exchange for the exclusivity right and for the access to Marisa’s customer base for the period of the agreement, and an additional payment of up to R$ 55 million, which is linked to certain contractual sales targets over a five-year period.

Companies involved	Itaú Unibanco S.A., Marisa S.A. and Credi-21 Participações S.A.

Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	No change in the Issuer’s corporate structure.
Corporate structure before and after the transaction	Not applicable.

Reference Form 2009 – Itaú Unibanco Holding S.A

Event	Operation with the American International Group, Inc. (“AIG”)

Main conditions of the transaction	On November 26, 2008, Unibanco – União de Bancos Brasileiros S.A. entered into an agreement with AIG, pursuant to which the parties exchanged shares that both groups held in Brazilian insurance companies, as follows: (i) Unibanco – União de Bancos Brasileiros S.A. acquired, for US$820 million, the shares held by AIG in Unibanco Seguros S.A.; and (ii) AIG acquired, for US$15 million, the shares held by Unibanco – União de Bancos Brasileiros S.A. in AIG Brasil Companhia de Seguros. Upon the completion of this transaction, Unibanco – União de Bancos Brasileiros S.A., held 100% interest in the capital of Unibanco Seguros S.A., Unibanco AIG Vida e Previdência S.A. (currently named “Itaú Vida e Previdência S.A.”) and Unibanco AIG Saúde Seguradora S.A. (currently named “Unibanco Saúde Seguradora S.A.), which were companies controlled by Unibanco Seguros S.A.

Companies involved	Unibanco – União de Bancos Brasileiros S.A., American International Group, Inc., Unibanco Seguros S.A. and AIG Brasil Companhia de Seguros.

Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	No change in the Issuer’s corporate structure.
Corporate structure before and after the transaction	Before this transaction, Unibanco – União de Bancos Brasileiros S.A. and AIG held 50.001 % and 49.999 % interest, respectively, in the capital of Unibanco Seguros S.A., and Unibanco – União de Bancos Brasileiros S.A. and AIG held 49.999 % and 50.001 % interest, respectively, in the capital of AIG Brasil Companhia de Seguros. Upon the completion of this transaction, Unibanco – União de Bancos Brasileiros S.A. indirectly held 100% interest in the capital of Unibanco Seguros S.A., Unibanco AIG Vida e Previdência S.A. (currently named “Itaú Vida e Previdência S.A.”) and Unibanco AIG Saúde Seguradora S.A. (currently named “Unibanco Saúde Seguradora S.A.), which were companies controlled by Unibanco Seguros S.A. AIG, in its turn held 100% interest in the capital of AIG Brasil Companhia de Seguros.

Reference Form 2009 – Itaú Unibanco Holding S.A

Event	Itaú and Unibanco Association

Main conditions of the transaction	On November 3, 2008, Itaúsa – Investimentos Itaú S.A. and the controlling shareholders of Unibanco Holdings entered into an agreement for combining the operations of the financial groups Itaú and Unibanco (“Merger”). The precondition for the merger completion was that Itaú Unibanco should acquire all the shares of Itaúsa Export S.A. and of Itaúsa Europa Investimentos SGPS Lda. directly held by Itaúsa, the then controlling shareholder of Itaú Unibanco Holding S.A., of Itaú Unibanco S.A., of Itaúsa Export S.A. and of Itaúsa Europa Investimentos SGPS Lda. On December 12, 2008, Itaú Unibanco Holding S.A. entered into an agreement with Itaúsa – Investimentos Itaú S.A. for the acquisition of 77.8% interest in total capital and 80% interest in voting capital of Itaúsa Export S.A., and of 12.1% in total and voting capital of Itaúsa Europa Investimentos SGPS Lda., a subsidiary of Itaúsa Export S.A., for the amount of approximately R$ 1.2 billion. As a result of the acquisition and subsequent corporate events, Itaú Unibanco S.A. held 100% interest in the capital of Itaúsa Europa Investimentos SGPS Lda. and of Itaúsa Export S.A. Itaúsa Export S.A. is a privately-held holding company with headquarters in Brazil which holds control over Itaúsa Europa S.A. Itaúsa Europa Investimentos SGPS Lda. is a privately-held holding company with headquarters in Portugal. The operations of Itaúsa Export S.A. and Itaúsa Europa Investimentos SGPS Lda., carried out by their indirect subsidiaries, include corporate banking, and international cash management and private banking services. In order to complete the merger, the Itaú and Unibanco financial groups carried out a corporate restructuring under which Unibanco Holdings and its subsidiary Unibanco – União de Bancos Brasileiros S.A. became wholly-owned subsidiaries of Itaú Unibanco through a series of transactions. (i) merger of all shares of E.Johnston Representação e Participações S.A. into Itaú Unibanco S.A.; (ii) merger into Itaú Unibanco S.A. of all shares of Unibanco Holdings which were not directly held by Itaú Unibanco S.A.; (iii) merger into Itaú Unibanco S.A. of all shares of Unibanco – União de Bancos Brasileiros S.A. which were not indirectly held by Itaú Unibanco S.A.; and (iv) merger of all shares of Itaú Unibanco S.A. into Itaú Unibanco Holding S.A. The shareholders of Itaú Unibanco Holding S.A., Itaú Unibanco S.A., E.Johnston Representação e Participações S.A., Unibanco Holdings S.A. and Unibanco – União de Bancos Brasileiros S.A. approved the transactions at extraordinary shareholders’ meetings held on November 28, 2008. The transactions were approved by the Central Bank in February 2009. The shares of Itaú Unibanco Holding S.A., including those exchanged for shares originally issued by Unibanco – União de Bancos Brasileiros S.A. and Unibanco Holdings S.A., started to be traded under the same symbol on March 31, 2009. In May 2009, the symbols were standardized to “ITUB” on all the stock exchanges where Itaú Unibanco Holding S.A. is listed. At the extraordinary shareholders’ meeting held on November 28, 2008, was approved the change of the corporate name from Banco Itaú Holding Financeira S.A. to Itaú Unibanco Banco Múltiplo S.A.. At the extraordinary shareholders’ meeting held on April 24, 2008, our shareholders approved a further change of the corporate name from Itaú Unibanco Banco Múltiplo S.A. to Itaú Unibanco Holding S.A. This change was approved by the Central Bank of Brazil on August 12, 2009. At the extraordinary shareholders’ meeting held on April 30, 2009, our shareholders approved the change of the corporate name from Banco Itaú S.A. to Itaú Unibanco S.A. This change was approved by the Central Bank of Brazil on December 30, 2009.

Companies involved	Itaúsa – Investimentos Itaú S.A., Unibanco Holdings S.A., Itaú Unibanco Holding S.A., Itaú Unibanco S.A., Unibanco – União de Bancos Brasileiros S.A., IUPAR, E.Johnston Representação e Participações S.A., Itaúsa Export S.A. and Itaúsa Europa Investimentos SGPS Lda.
Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	With this merger, the capital of Itaú Unibanco Holding S.A. is held as follows, excluding the treasury shares: (i) 50.5% in free float, (ii) 5.4% held by Bank of America Corporation (“BAC”), (iii) 18.3% directly held by Itaúsa – Investimentos Itaú S.A. , and (iv) 25.8% held by IUPAR - Itaú Unibanco Participações S.A., a holding company controlled by Itaúsa – Investimentos Itaú S.A. (holder of 66.5% interest in the capital of IUPAR - Itaú Unibanco Participações S.A.) and by Companhia E. Johnston de Participações (holder of 33.5% interest in the capital of IUPAR, which is controlled by the former shareholders of Unibanco – União de Bancos Brasileiros S.A. (the members of the Moreira Salles family).
Corporate structure before and after the transaction	Before the merger, the capital of Itaú Unibanco Holding S.A. was held as follows, excluding the treasury shares: (i) 47 % in free float, (ii) 7.5% held by BAC, and (iii) 45.5% held by Itaúsa – Investimentos Itaú S.A.. Before the Merger, the capital of Unibanco – União de Bancos Brasileiros S.A. was held as follows: (i) 41.7% in free float, and (ii) 58.3% held by Unibanco Holdings S.A. Before the merger, the capital of Unibanco Holdings S.A. was held as follows: (i) 67.1% in free float, and (ii) 32.9% held by the Moreira Salles group. With this merger, the capital of Itaú Unibanco Holding S.A. is held as follows, excluding the treasury shares: (i) 50.5% in free float, (ii) 5.4% held by BAC, (iii) 18.3% directly held by Itaúsa – Investimentos Itaú S.A. , and (iv) 25.8% (held by IUPAR - Itaú Unibanco Participações S.A., a holding company controlled by Itaúsa – Investimentos Itaú S.A. (holder of 66.5% interest in the capital of IUPAR) and by Companhia E. Johnston de Participações (holder of 33.5% interest in the capital of IUPAR Itaú Unibanco Participações S.A.), which is controlled by the former shareholders of Unibanco – União de Bancos Brasileiros S.A. (the members of the Moreira Salles family) As the total shares of Unibanco Holdings S.A. and of Unibanco – União de Bancos Brasileiros S.A. are now directly and indirectly held by Itaú Unibanco Holding S.A., their subsidiaries consequently hold the total shares also indirectly held by Itaú Unibanco Holding S.A.

Reference Form 2009 – Itaú Unibanco Holding S.A

Event	Partnership with Coelho da Fonseca

Main conditions of the transaction	In April 2008, Itaú Unibanco Holding S.A. and Itaú Unibanco S.A. signed a partnership agreement with Coelho da Fonseca Empreendimentos Ltda., a real estate broker that provides real estate consulting and brokerage services, for the acquisition of the exclusive right to offer, distribute and market real estate financial products and services to the clients of Coelho da Fonseca for a ten-year period. In view of this partnership, Coelho da Fonseca Empreendimentos Ltda. is entitled to a commission based on the financial products and services that its clients purchase from us.

Companies involved	Itaú Unibanco Holding S.A., Itaú Unibanco S.A. and Coelho da Fonseca Empreendimentos Ltda.

Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	No change in the Issuer’s corporate structure.
Corporate structure before and after the transaction	Not applicable.

Event	Agreement with Dafra da Amazônia Indústria e Comércio de Motocicletas Ltda.

Main conditions of the transaction	In March 2008, Itaú Unibanco S.A. signed an agreement with Dafra da Amazônia Indústria e Comércio de Motocicletas Ltda., a motorcycle assembly company owned by the Itavema group, for the acquisition of the exclusive right to: (i) offer, distribute and market financial products and services to the clients of Dafra, (ii) offer working capital loans to Dafra dealers for the financing of motorcycles purchases, and (iii) be recommended by Dafra to the dealers for certain financial, insurance and private pension products and services of Itaú Unibanco S.A.. The investment of Itaú Unibanco Holding totaled R$ 20 million and it refers to the acquisition of the said exclusive right for a ten-year period, which is extendable. The amount of R$ 20 million, paid to Dafra, was recorded as an intangible asset, which will be amortized over the term of the agreement. We allocated this intangible asset to the banking services segment of Itaú Unibanco S.A. The partnership was structured through a profit-sharing agreement, pursuant to which Itaú Unibanco S.A. is entitled to 60% and Dafra is entitled to 40% interest in the earnings from the sale of financial products and services.
Companies involved	Itaú Unibanco S.A. and Dafra da Amazônia Indústria e Comércio de Motocicletas Ltda.

Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	No change in the Issuer’s corporate structure.
Corporate structure before and after the transaction	Not applicable.

Reference Form 2009 – Itaú Unibanco Holding S.A

2007

Event	Agreement with Lopes

Main conditions of the transaction	On December 28, 2007, Itaú Unibanco Holding S.A., LPS Brasil – Consultoria de Imóveis S.A., a company that provides real estate consulting and sales services, and SATI – Assessoria Imobiliária Ltda., a subsidiary of Lopes, entered into an agreement, pursuant to which Itaú Unibanco Holding S.A. and its subsidiaries obtained the exclusive right for a 20–year period to offer and sell to Lopes clients certain financial products and services, such as real estate loans and related durable goods and improvements. With this agreement and the intent of promoting our financial products and services to Lopes clients, Itaú Unibanco Holding S.A. and SATI – Assessoria Imobiliária Ltda. incorporated Olímpia Promoção e Serviços S.A., in which each party owns 50% interest in the capital. The deal was structured as a profit-sharing agreement, under which each party is entitled to 50 % of the results of the partnership operation.

Companies involved	Itaú Unibanco Holding S.A., Itaú Unibanco S.A., LPS Brasil – Consultoria de Imóveis S.A., SATI – Assessoria Imobiliária Ltda. and Olímpia Promoção e Serviços S.A.
Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	No change in the Issuer’s corporate structure.
Corporate structure before and after the transaction	Itaú Unibanco and SATI – Assessoria Imobiliária Ltda. Incorporated, and each of them own 50% interest in the capital of, Olímpia Promoção e Serviços S.A..

Event	Sale of BM&F shares

Main conditions of the transaction	In November 2007, in connection with the initial public offering of Bolsa de Mercadorias e Futuros – BM&F S.A. (after the merger with Bovespa Holdings S.A., “BM&FBOVESPA”), Itaubank Distribuidora de Títulos e Valores Mobiliários S.A., Itaú Unibanco S.A. and Banco Itaú BBA S.A. sold 10.4 million shares issued by BM&F S.A., and Unicard Banco Múltiplo S.A. sold 4.5 million shares issued by BM&F S.A. In addition, prior to the initial public offering of BM&F S.A., Itaubank Distribuidora de Títulos e Valores Mobiliários S.A., Itaú Corretora de Valores S.A., Itaú Unibanco S.A. and Banco Itaú BBA S.A. sold 3.4 million shares issued by BM&F S.A. to GL Latin America Investments LLC, and Unicard Banco Múltiplo S.A. sold 1.5 million shares issued by BM&F S.A. to GL Atlantic Private Equity Group. At that time, these transactions generated a net income of R$ 150 million for Itaú Unibanco Holding S.A. and R$ 62 million for Unibanco Holdings S.A.

Companies involved	BM&F S.A. (“later BM&FBOVESPA”), Itaubank Distribuidora de Títulos e Valores Mobiliários S.A., Itaú Unibanco S.A., Itaú Unibanco Holding S.A., Banco Itaú BBA S.A., Unicard Banco Múltiplo S.A., Itaú Corretora de Valores S.A., GL Latin America Investments LLC and GL Atlantic Private Equity Group.

Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	No change in the Issuer’s corporate structure.
Corporate structure before and after the transaction	Since the sale, Itaú Unibanco Holding S.A. has held less than 5% interest in the capital of BM&FBOVESPA.

Reference Form 2009 – Itaú Unibanco Holding S.A

Event	Sale of Bovespa shares

Main conditions of the transaction	In October 2007, Bovespa Holding S.A. (later “BM&FBOVESPA”), completed its initial public offering. With this initial public offering, we, through Itaú Unibanco and Banco Itaú BBA S.A., as well as Unicard Banco Múltiplo S.A., sold 11.4 million and 23.3 million shares, respectively, of Bovespa Holding S.A.. These transactions generated a net income of R$ 164 million for Itaú Unibanco Holding S.A. and R$ 320 million for Unibanco Holdings S.A.
Companies involved	Bovespa Holding S.A., Itaú Unibanco S.A., Banco Itaú BBA S.A. and Unicard Banco Múltiplo S.A.

Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	No change in the Issuer’s corporate structure.
Corporate structure before and after the transaction	Since the sale, Itaú Unibanco Holding S.A. has held less than 5% interest in the capital of BM&FBOVESPA.

Event	Association with Aenik

Main conditions of the transaction	On September 3, 2007, Itaú Unibanco Holding S.A. entered into an agreement with Aenik Participações Ltda. for incorporating and developing Kinea Investimentos S.A. Itaú Unibanco Holding S.A. indirectly holds 80% in the capital of Kinea Investimentos S.A. and Aenik Participações Ltda. holds the remaining interest of 20%. Kinea Investimentos S.A. manages alternative investments which are focused on the operations of hedge funds, real estate equity funds and private equity funds targeted at high net worth individuals and corporate clients. We fully consolidated the results of Kinea in our consolidated financial statements.

Companies involved	Itaú Unibanco Holding S.A., Itaú Unibanco Itaubank Asset Management Ltda., Aenik Participações Ltda. and Kinea Investimentos S.A.

Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	No change in the Issuer’s corporate structure.
Corporate structure before and after the transaction	Since the incorporation of Kinea Investimentos S.A., Itaú Unibanco Holding S.A. has indirectly held 80% interest in its capital.

Reference Form 2009 – Itaú Unibanco Holding S.A

Event	Sale of the ownership interest held in Serasa

Main conditions of the transaction	In June 2007, Itaú Unibanco Holding S.A, through its subsidiaries (considering those companies that were included in the former Unibanco’s conglomerate) sold a portion of the ownership interest it held in Serasa S.A. to Experian Brasil Aquisições Ltda., a Brazilian subsidiary of Experian Solutions, Inc., the world’s leading company in credit analysis. Approximately 1.3 million shares were sold, corresponding to 35.45% total shares issued by Serasa S.A., for R$ 925.78 per share. On the same date, Itaú Unibanco Holding S.A., through its subsidiaries, and another financial institution incorporated a holding company, BIU Participações S.A., the capital of which capital was contributed in the form of Serasa S.A. shares that were directly and indirectly held by Itaú Unibanco Holding S.A. and by the other financial institution. On October 11, 2007, BIU Participações S.A. sold approximately 11 thousand shares issued by Serasa S.A. to Experian Brasil Aquisições Ltda. Such transactions (including the sale carried out in June 2007) totaled approximately R$ 1.2 billion. In view of the shareholders’ agreement entered into as a result of these transactions, we are entitled to appoint two members to the Board of Directors of Serasa S.A.

Companies involved	Itaú Unibanco Holding S.A., Serasa S.A., Experian Brasil Aquisições Ltda., Experian Solutions, Inc., BIU Participações S.A. and other financial institutions that are shareholders of Serasa S.A.

Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	No change in the Issuer’s corporate structure.
Corporate structure before and after the transaction	Before these transactions, Itaú Unibanco Holding S.A., through its subsidiaries (considering those companies that were included in the former Unibanco’s conglomerate), held 51.79% interest in the capital of Serasa S.A. Since the sales, Itaú Unibanco Holding S.A. has held interests in the capital of Serasa, and at December 31, 2009, its aggregate indirect interest was 16.13% in the capital of Serasa S.A. through BIU Participações S.A.

Event	Acquisition of private banking operations of ABN AMRO in Miami and Montevideo

Main conditions of the transaction	On June 8, 2007, Itaú Unibanco Holding S.A., through its subsidiaries, acquired international private banking assets of Latin American clients of ABN AMRO Bank N.V. in Miami, Montevideo, Switzerland and Luxembourg. This acquisition comprised assets under management of approximately US$ 3.0 billion, located in the United States (Miami), Switzerland, Luxembourg and Uruguay (Montevideo). At the beginning of the second quarter of 2007, the assets registered in Miami were recorded for by Banco Itaú Europa Internacional S.A., whereas the assets registered in Uruguay were recorded for by Banco Itaú Uruguay S.A. This transaction consolidated the position of Itaú Unibanco Holding S.A. and Banco Itaú Europa S.A. as one of the leading in private banking institution in the Latin American market.

Companies involved	Itaú Unibanco Holding S.A., ABN AMRO Bank N.V., Banco Itaú Europa S.A., Banco Itaú Uruguay S.A. and Banco Itaú Europa Internacional S.A.

Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	No change in the Issuer’s corporate structure.
Corporate structure before and after the transaction	Not applicable.

Reference Form 2009 – Itaú Unibanco Holding S.A

We use different distribution channels to reach our customers, including Itaú Personnalité branches and real estate brokers. We have partnerships with two of the largest real estate brokers in Brazil: Lopes and Coelho da Fonseca. These partnerships involve real estate financing originating exclusively with Itaú Unibanco, which is available at a large number of locations throughout Brazil.

Asset management

According to ANBIMA, as at December 31, 2009, our institution was the largest mutual fund manager among private banks in Brazil in terms of assets under management. On that date, we had total net assets under management of R$ 297,987 million on behalf of approximately 1.5 million clients. We also provide portfolio management services for pension funds, large companies, private banking customers and foreign investors. According to ANBIMA, as at December 31, 2009, we were the largest manager of private banking clients’ assets and the largest private manager of pension funds’ assets in Brazil in terms of managed assets. As at December 31, 2009, we had R$ 176,363 million in managed assets for pension funds, large companies and private banking clients.

Our fees are based on the average net asset value of funds under management, which we calculate on a daily basis. In general, average fees are approximately 2.7% per year for the funds of individuals and 0.2% to 0.5% per year for the funds of companies. Fees for portfolio management services are privately negotiated and vary according to the size and investment parameters of the funds managed.

As at December 31, 2009, we offered and managed about 1,478 mutual funds, which were mostly fixed income and money market funds. For individual clients, we offered 157 funds to our retail clients and approximately 300 funds to Itaú Personnalité clients. Private banking clients may invest in over 600 funds, including those offered by other institutions. Itaú BBA’s capital markets area also provides tailor-made mutual funds to institutional, corporate and private banking clients.

In June 2009, our asset management area maintained its M1 (bra) rating (the highest rating granted to an asset manager) with Fitch, one of the largest international rating agencies operating in Brazil. We have been in the top-rating category since July 2003.

Securities services for third parties

We provide securities services for third parties in the Brazilian capital markets, where we act as a custodian, transfer agent and registered holder. In December 2009, we were considered the largest provider of securities services for third parties in Brazil by ANBIMA.

As at December 31, 2009, Itaú Unibanco held R$ 685,360 million in assets related to securities services for third parties, representing 28.5% of the Brazilian market in terms of assets held in custody. Our extensive line of products relates to both domestic and international custody. Our services include acting as a transfer agent, providing services related to debentures and promissory notes, custody and control services for mutual funds, pension funds and portfolios, trustee services and non-resident investor services, and acting as a custodian for depositary receipt programs.

In 2009, Itaú Unibanco worked as custodian and settlement agent for 438 companies and as the registered holder in 145 operations. As at December 31, 2009, our specialized staff reached 659 employees for the management of portfolios for mutual funds, institutional investors and private portfolios.

Brokerage

Itaú Corretora has been providing brokerage services since 1965, with operations at BM&FBOVESPA. BM&FBOVESPA was organized in 2008, with the integration of BM&F with the São Paulo Stock Exchange (BOVESPA). We also provide brokerage services to international clients through our broker-dealer operations in New York, our London branch, and through our broker-dealers in Hong Kong and Dubai.

For the year ended December 31, 2009, Itaú Corretora was ranked third on BM&FBOVESPA in terms of share trading volume and third among brokers controlled by large commercial banks in Brazil, in terms of commodities and futures trading volume.

Corporate social responsibility

The Itaú Social Excellence Fund (FIES), launched in 2004, is a socially responsible investment fund, investing in the shares of companies that show superior corporate social responsibility practices and aimed at obtaining long-term returns higher than those offered by the main Brazilian financial market indices. In addition to analyzing the risks and returns of companies, fund managers take into account three fundamental criteria: corporate social activities, environmental protection practices and good corporate governance practices. Every year, the fund donates part of its accumulated asset management fees to social projects in the following fields: environmental education, employment education and childhood education.

Reference Form 2009 – Itaú Unibanco Holding S.A

As at December 31, 2009, FIES recorded net assets of R$ 365 million, and it donated more than R$ 3.3 million in that year, which corresponds to 50% of the management fees taken from July 1, 2008 to June 30, 2009. The 19 projects chosen to receive this donation were divided into two investment categories, and 16 non-governmental organizations received R$ 100,000 each, and three non-governmental organizations received R$ 150,000 each. Additionally, consulting expenses reached almost R$ 1.3 million. The projects were selected by the fund advisory council, which is composed of market leaders and experts in corporate social responsibility.

Insurance, pension plan and capitalization

Insurance

As at December 31, 2009, according to SUSEP, we were one of the largest insurance groups in Brazil in terms of direct premiums, (which assessment included nine months of Itaú Unibanco’s results related to residence and vehicle insurance that were obtained before the alliance with Porto Seguro, described below), excluding health insurance and Free Benefit Generating Plan – Life (“VGBL”), a private retirement plan that provides annuity benefits but that, for regulatory purposes, is considered as a life insurance product. For the year ended December 31, 2009, our direct premiums totaled approximately R$ 6,715 million.

The main lines of insurance in which we operate are life insurance, property and casualty insurance and vehicle insurance, which accounted for 31.4%, 27.5% and 27.3% of direct premiums, respectively, for the year ended December 31, 2009. Our policies are sold through our banking operations, independent local brokers, multinational brokers and other channels. We reinsure a portion of the risks we underwrite, particularly large marine properties and casualty risks that exceed the retention limits we have established within the regulatory limits. Risks that exceed the retention limit are assigned to licensed Brazilian reinsurers in compliance with Supplementary Law No. 126 enacted on January 15, 2007 and the SUSEP regulations enacted on December 17, 2007.

Our strategy to increase the level of penetration in the Brazilian insurance market depends on the markets in which we operate. In the high-risk market, we intend to increase our market share through independent local brokers and multinational brokerage firms. For individuals and the small and medium-sized company markets, we focus on operations within our banking client base (bancassurance operations), aiming to increase penetration in these markets. We are working to improve bancassurance operations in property and casualty insurance for small and medium-sized companies. We have made progress in the development of specific products for different segments, which allows a more efficient use of each distribution channel (branches, telemarketing, Internet, ATMs and bank teller terminals).

In August 2009, Itaú Unibanco and Porto Seguro entered into an alliance, unifying the residence and vehicle insurance operations. The operational agreement sets forth the offering and distribution, on an exclusive basis, of residence and vehicle insurance products to clients of our network in Brazil and Uruguay, through Itaú Seguros de Auto e Residência. In August 2009, Porto Seguro Itaú Unibanco Participações (“PSIUPAR”), a – subsidiary of ISAR, - had 3.4 million vehicles insured and 1.2 million residences insured. As from the fourth quarter of 2009, this company started to be proportionally consolidated in our financial statements due to our ownership interest of 30%.

In November 2009, Itaú Seguros and XL Swiss, a company controlled by XL Capital, entered into an agreement for the acquisition, by Itaú Seguros, of XL Swiss’ ownership interest in Itaú XL, so that this company will become our wholly-owned subsidiary. In view of XL Capital intention to continue to operate in Brazil and our relationship with this company, a separate agreement was signed, pursuant to which Itaú Seguros will provide insurance to the clients of XL Capital in Brazil and to clients of XL Capital Global Program with operations in Brazil. These policies will be reinsured by an XL Capital’s reinsurance company incorporated in Brazil in the same way that they were reinsured before the end of the joint venture. These transactions are still subject to the approval of SUSEP.

In December 2009, Allianz South America Holding B.V. entered into an agreement with Itaú Unibanco for the purchase of the 14.0% ownership interest that Itaú Unibanco held in Allianz Seguros S.A. for R$ 109 million. This transaction, which was completed in January 2010, was submitted to CADE (the Administrative Council for Economic Defense) for approval and reported to SUSEP, and did not have a significant impact on our net income for 2009.

Private pension plans

As at December 31, 2009, the balances of private pension plans (including VGBL) totaled R$43,435 million, an increase of 25.0% as compared to December 31, 2008. As at December 31, 2009, we were the second largest private pension plan manager in Brazil in terms of total liabilities, according to SUSEP. As of December 31, 2009, the Bank had R$ 43,636 million in assets related to its private pension liabilities (including VGBL). Our activities are concentrated on the management of open private pension plans, which showed a strong growth in 2009.

Reference Form 2009 – Itaú Unibanco Holding S.A

Capitalization

Capitalization products are funding products in which the client deposits a fixed sum with the bank, which will be returned at the end of an agreed period, with accrued interest. In return, the client automatically takes part in periodic lotteries that gives them the opportunity to win significant money prize.

As at December 31, 2009, we had 9.7 million capitalization plans issued, with assets of R$ 2,300 million. In 2009, Itaú Unibanco sold R$ 1,786 million of capitalization products and distributed over R$ 41.1 million in prizes to 6,085 clients through lotteries.

Itaú BBA

Itaú BBA is responsible for our corporate and investment banking activities. Itaú BBA offers a complete portfolio of products and services through a team of highly qualified professionals. Currently, Itaú BBA services approximately 2,400 companies and conglomerates. Itaú BBA’s activities range from the typical operations of a commercial bank to capital market operations and advisory services in mergers and acquisitions. These activities are fully integrated, which enables Itaú BBA to adapt its performance to its clients’ needs.

As at December 31, 2009, our corporate loan portfolio reached R$ 90,830 million. In 2009, this portfolio was mainly affected by the appreciation of the real and the worsening of the economic scenario, mainly in the first nine months of the year. In investment banking activities, the fixed income department was responsible for the issuance of debentures and promissory notes that totaled R$ 17,849 million and securitization operations that amounted to R$ 1,378 million in Brazil in 2009. According to ANBIMA, Itaú BBA was the leader in the distribution of fixed income in 2009, with a 24.2% market share, thus maintaining the bank’s historic leadership in the domestic fixed income market. In the issuance of debt instruments in international markets, Itaú BBA acted as joint book runner in the issuance of securities in the amount of US$ 4,950 million in 2009, earning the second place in Bloomberg’s ranking of issuers located in Brazil in terms of number of transactions.

With respect to share issuances, Itaú BBA coordinated public offerings that totaled R$ 14,229 million in 2009, and was ranked third in ANBIMA’s origination ranking in Brazil, with 13.7% market share. Itaú BBA’s investment banking division also started to manage wholesale brokerage activity in 2009 and is implementing several initiatives to increase its presence in the markets in which it operates.

In addition, Itaú BBA provided consultancy services on merger and acquisition transactions with a total volume of R$ 19,964 million in 2009, ranking second in Brazil in terms of number of merger and acquisition operations, according to Thomson.

Itaú BBA onlends BNDES (National Bank of Economic and Social Development) credit lines to finance large projects, with the aim of strengthening domestic infrastructure and increasing the production capacity of several industrial segments. In consolidated terms, total onlending granted by BNDES represented more than R$ 4,889 million for a number of projects in 2009. As an integral part of its risk management and sustainability policies, the onlending of funds to large projects is in compliance with Itaú Unibanco’s social and environmental risk policy. Itaú Unibanco is the current leader in the ranking of Latin American banks that adopt the best corporate governance practices, as announced by the consultancy firm Management & Excellence and Latin Finance magazine. All credits classified as project finance, pursuant to Basel II, are also in compliance with the Equator Principles, which Itaú BBA adopted in 2004. Itaú BBA was the first financial institution from an emerging market to adopt these principles.

The Equator Principles were launched in 2003 and became the benchmark in the financial market for addressing environmental and social risks in project financing. By February 2010, 67 financial institutions had adopted the Equator Principles, and therefore, they had voluntarily committed themselves to incorporating these principles into projects amounting to US$ 10 million or more. The Equator Principles were revised in 2006 and were extended to advisory services offered in the structuring of projects. Itaú Unibanco plays a leading role in the Equator Principles Steering Committee and working groups, having taken the position of Chair of the Steering Committee from September 2008 to March 2010.

Itaú BBA mainly focuses on the following products and services in the international area: (1) spot exchange, which exceeded US$ 88,677 million in volume in 2009; and (2) structuring of long-term, bilateral, and syndicated financing. In addition, in 2009 Itaú BBA continued to offer a large number of credit facilities for foreign trade, having a total of approximately US$ 6,797 million in credit facilities drawn from corresponding banks, as at December 31, 2009.

Reference Form 2009 – Itaú Unibanco Holding S.A

In 2009, Itaú BBA received the award for Investment Bank of the Year in Latin America, from The Banker magazine, and Best Local Investment Bank, from Latin Finance.

Banco Itaú Europa

Banco Itaú Europa is a bank headquartered in Portugal, controlled by Itaú Unibanco. Banco Itaú Europa focuses mainly on two lines of business:

Corporate banking: provision of international corporate banking services, international capital markets operations, foreign trade financing and other financial services to support investments and other economic relations between Latin America and Europe through its operations in Lisbon, Madrid, Frankfurt, Paris and London; and

Private banking: delivery of offshore and international private banking products and services to our Latin American client base through its subsidiaries (BIEL in Luxembourg, and BIEI in Miami).

As at December 31, 2009, Banco Itaú Europa had €5,055 million in assets, €2,013 million in loan and lease operations, €1,609 million in deposits and €876 million in shareholders’ equity (including minority interests).

Banco Itaú Europa’s corporate banking area offers several products, such as credit, derivatives and advisory services for European companies with subsidiaries in Latin America.

The private banking area provides financial and asset management services to Latin American clients with a minimum of US$ 200,000 in investments, putting at their disposal a diversified and specialized range of investment funds, and assistance in dealing in and with the management of securities and other financial instruments, trusts and investment companies on behalf of clients. Currently, the private banking area has clients in Argentina, Brazil, Chile, Mexico, Uruguay, Venezuela and other countries. In December 2009, the assets managed by the private banking area amounted to €6,924 million.

All our transactions with Banco Itaú Europa and its subsidiaries are carried out on an arm’s-length basis. Banco Itaú Europa’s long-term debt is rated Baa1 and BBB+ by Moody’s and Fitch, respectively.

Other international operations

The other international operations managed by Itaú BBA have the following objectives:

1 – To support our customers in international financial transactions and services.

Itaú Unibanco offers its clients a variety of financial products such as trade financing, loans from multilateral credit agencies, offshore loans, international cash management services, foreign exchange, letters of credit, guarantees required in international bidding processes, derivatives for hedging or proprietary trading purposes, structured transactions, and international capital market offerings.

The international units include: Itaú BBA, Nassau branch (focused on corporate banking); Itaú Unibanco, New York branch, Itaú Unibanco, Nassau branch and Itaú Unibanco, Cayman Islands branch (focused on middle-market companies); Banco Itaú Argentina, Banco Itaú Chile and Banco Itaú Uruguay (focused on retail customers, international corporate banking and middle-market companies); and Itaú Unibanco, Tokyo branch (focused on Brazilian retail clients living in Japan).

The Japanese Financial Services Agency granted Itaú Unibanco a banking charter on September 7, 2004, and the Tokyo branch’s start-up took place in October of that year. On December 23, 2006, we acquired the client portfolio and respective deposits of the branch of Banco do Estado de São Paulo (“BANESPA”) in Japan. The main purpose of this branch is to offer a service and product portfolio that meets the banking needs of Brazilian citizens living in Japan.

2 – To manage proprietary portfolios and raise funds through the issuance of securities in the international market.

Fund-raising through the issuance of securities, certificates of deposit, commercial papers and trade notes can be carried out by Itaú Unibanco’s branches located in the Cayman Islands, in Nassau, the Bahamas, and in New York, by Itaú Bank Ltd., (“Itaú Bank”), a banking subsidiary incorporated in the Cayman Islands, or Banco Itaú BBA’s Nassau branch. Itaú Unibanco’s Cayman Islands branch has issued subordinated debt bonds that are treated as Capital Tier 2.

Reference Form 2009 – Itaú Unibanco Holding S.A

Itaú BBA’s own portfolios are held mainly by Itaú Bank and Itaú Unibanco Cayman Islands branch. These offices also strengthen our ability to manage our international liquidity. Itaú BBA’s own positions abroad are registered with Itaú BBA, Nassau branch.

Through our international operations, we grant and monitor trade-related lines of credit from foreign banks and maintain relationships with correspondent banks (banks that hold credit facilities with Itaú Unibanco), with monetary centers and regional banks throughout the world, and we oversee other activities related to foreign exchange.

3 - To participate in international capital markets as a dealer.

The group has international fixed and variable income desks in Brazil (Itaú BBA), New York (Itaú USA Securities Inc.), Lisbon and London (Banco Itaú Europa and Itaú UK Securities Ltd.), Argentina (Banco Itaú Argentina), and Hong Kong (Itaú Asia Securities Ltd.).

Our international fixed and variable income teams trade and offer securities in emerging markets, in line with our strategy of becoming a non-stop one-shop dealer for transactions in capital markets.

4 – Through Itaú Unibanco, providing services to clients in Asia, especially through the representation office of Itaú BBA in Shanghai.

Foreign trade financing

As at December 31, 2009, our foreign trade investment portfolio reached US$ 8,601 million, US$ 7,501 million of which were related to exports (pre- and post-export financing). In general, our financing of the exports of major corporate clients is granted with no guarantees, but certain operations require guarantees, mainly those whose original structure originated in syndicated financial institutions. The balance of our import-financing portfolio was US$ 1,099 million as at December 31, 2009.

In 2009, the total volume of foreign exchange transactions related to exports was US$ 17,138 million, whereas and the import volume reached US$ 14,556 million.

Consumer credit

Vehicle financing

As at December 31, 2009, our portfolio of vehicle financing, leasing and consortium activities consisted of approximately 3.7 million contracts. The vehicle loan and lease portfolio for individuals grew 9.1% as compared to 2008, totaling R$ 52,240 million in 2009, which is equivalent to a market share in Brazil of approximately 33.5% as at December 31, 2009. Our strong performance and the Association have positively impacted on our leadership in the market.

The vehicle-financing segment in Brazil is dominated by banks and finance companies that are affiliated with vehicle manufacturers. According to the Brazilian Association of Leasing Companies (“ABEL”), as at December 31, 2009, Itaú Unibanco was the largest leasing company in Brazil in terms of the present value of its operations.

We lease and finance vehicles through 13,270 dealers. Sales are made through computer terminals installed in the dealers’ premises and connected to our computer network. Every vehicle financing application is reviewed based on credit scoring and dealer scoring systems. The dealer scoring system analyzes the credit quality and amount of business provided by each vehicle dealer. On average, credit is approved within 11 minutes, depending on the client’s credit history. In 2009, the majority of our credit approvals were made instantaneously, since our scoring models enable the pre-approval of our clients, providing us with a very efficient tool and strong performance in credit approval. Currently, all applications are processed through the Internet, providing more security and speeding up the process for dealers, clients and our institution.

The truck financing division corresponded to approximately 5.7% of vehicle financing and lease operations in 2009. We also have a division in charge of financing motorcycles. The financial volume of transactions relating to motorcycles increased 19.1% in the year to December 2009, as compared to December 2008.

Reference Form 2009 – Itaú Unibanco Holding S.A

Redecard

Redecard is a multibrand credit card provider in Brazil, also responsible for the capturing, transmission, processing and settlement of credit, debit and benefit card transactions. We hold 50% plus one share of Redecard’s capital stock.

Joint ventures

Itaú Unibanco Holding has joint venture and partnership agreements with over 300 retailers in Brazil, serving more than 17.2 million clients as at December 31, 2009. The consumer credit joint venture portfolios totaled R$ 7,941 million as at December 31, 2009.

Itaú Unibanco has developed a strong presence in the consumer finance segment through strategic alliances with major retailers in Brazil, such as Magazine Luiza, Marisa, Pão de Açúcar (“CBD”), Ponto Frio (Globex Utilidades S.A.) Lojas Americanas S.A. and Ipiranga (Ultrapar Participações S.A.). Since 2001, when we established the first partnerships, these alliances have supported consumer financing through several products, such as co-branded credit cards, private label cards, personal loans and insurance.

International operations

Banco Itaú Argentina

Argentina is the third largest economy in Latin America, Brazil’s main trading partner and one of the countries with the highest GDP per capita of the continent and, in our opinion, has potential for greater penetration of our banking services. Banco Itaú Argentina’s core business is retail banking, with approximately 250,000 clients in the middle and upper-income client segment as at December 31, 2009. As compared to 2008, this represents a 6.0% increase in the number of clients. As at December 31, 2009, Banco Itaú Argentina posted assets of R$ 2,119 million, loan and lease operations of R$ 1,137 million, deposits in the amount of R$ 1,576 million and shareholders’ equity of R$ 172 million. On the same date, Banco Itaú Argentina had one of the largest branch networks in Argentina, consisting of 81 units (73 in the Greater Buenos Aires metropolitan area), 164 ATMs, and 23 service centers.

Itaú Chile Operations

Banco Itaú Chile’s official start-up was on February 26, 2007, when BAC transferred the operations of BankBoston Chile and BankBoston, N.A. - Uruguay Branch to our entity. This acquisition increased our presence in Latin America and expanded the scope of our operations. Additionally, Itaú Chile Inversiones Servicios y Administración S.A. provides services related to collection, securitization and insurance.

As at December 31, 2009, the consolidated operations in Chile posted R$ 10,738 million in assets, R$ 8,300 million in loan and lease operations, R$ 7,029 million in deposits and R$ 1,301 million in shareholders’ equity. According to the Chilean banking and financial institutions regulatory agency (Superintendencia de Bancos e Instituciones Financieras, or “SBIF”) on that same date, Banco Itaú Chile was ranked eighth in the Chilean loan and lease market, if loan and lease portfolios are considered, with a 3.2% market share; it was ranked sixth in terms of number of demand deposit accounts in the private sector, with approximately 89,094 accounts.

Banco Itaú Chile offers several products such as factoring, leasing, corporate finance, mutual funds, insurance brokerage and trading, through different entities and business lines.

The retail segment is focused on the upper-income population that, as at December 31, 2009, accounted for 59.6% of Banco Itaú Chile’s total revenues. As at December 31, 2009, Banco Itaú Chile had 48 ATMs and 70 branches, 66% of which were located in Santiago.

Banco Itaú Chile’s commercial banking segment offers a wide range of products to improve customer service, creating a competitive advantage based on the quality of services, products and processes for specific clients (companies with annual revenue of between R$ 3.6 million and R$ 180 million).

Banco Itaú Chile’s global corporate banking segment offers local and international corporate finance capabilities, such as syndications, private placements and securitizations. It also provides trade financing and global treasury services, as part of its marketing strategy. The treasury products, such as foreign exchange and derivatives, are essential to this strategy.

Itaú Uruguay Operations

Reference Form 2009 – Itaú Unibanco Holding S.A

Banco Itaú Uruguay is one of the largest financial institutions in Uruguay. Local operations also include the main credit card manager, OCA S.A. (“OCA”), and the pension fund management company Unión Capital AFAP S.A. (“Unión Capital”). Banco Itaú Uruguay’s strategy is to serve a broad range of clients customized banking solutions. As at December 31, 2009, Itaú Uruguay had R$ 3,067 million in assets, ranking second in terms of asset volume among private banks in Uruguay, according to the Uruguayan Central Bank (“BCU”); on the same date, Itaú Uruguay had R$ 1,267 million in loan and lease operations, R$ 2,341 million in deposits and R$ 279 million of shareholders’ equity.

The retail banking area is focused on individuals and small companies, with approximately 130,000 clients as at December 31, 2009. The branch network is concentrated in the metropolitan area of Montevideo with 15 units. In addition, Banco Itaú Uruguay has branches in Punta del Este, Tucuarembó and Salto. Banco Itaú Uruguay has a leading position in the debit card segment of private banking in Uruguay. Retail products and services are mainly focused on the middle- and upper-income segments, and include current and savings accounts, payroll, self-service areas and ATMs in all branches, and phone and Internet banking.

The wholesale banking division is focused on multinational companies, financial institutions, large and medium-sized companies and the public sector. It provides credit, cash management, treasury, trade and investment services. Additionally, the private banking unit provides a dedicated regional service (for resident and non-resident clients), offering a full portfolio of products to the local and international financial market.

OCA is the main credit card issuer in Uruguay. OCA performs the three main credit card operations: customer attraction, card issuance and transaction processing. Credit cards and consumer loans are the main products offered by OCA through a network of 20 branches, as at December 31, 2009.

Unión Capital is a pension fund management company that has been operating in Uruguay since 1996, when the current Uruguayan pension system was created. As at December 31, 2009, it had 194,739 clients.

Interbanco S.A. (Paraguay)

Interbanco S.A. (“Interbanco”) was incorporated in Paraguay in 1978 and became one of the largest banks in the financial market of that country. It was acquired by Unibanco in 1995 and it has been posting significant growth since 1999, enhancing the variety and quality of its services all over the country. As at December 31, 2009, Interbanco had 19 branches, approximately 220,000 clients and 166 ATMs.

Its main sources of income are retail banking products, primarily credit cards. Interbanco has launched innovative products and services under the brand “ 24IN,” and provides its clients with several products and services, such as international debit card Cirrus Maestro and the Internet banking service Interhome Banking; it also offers banking information to clients through mobile phones with the Click Banking service. As at December 31, 2009, Interbanco had R$ 1,924 million in assets, R$ 975 million in loan and lease operations,

R$ 1,572 million in deposits and R$ 247 million in shareholders’ equity. Interbanco operates in: corporate banking (small and medium-sized companies, agribusiness, large companies, institutional clients) and consumer banking (individuals and payroll). In corporate banking, Interbanco has a well-established presence in the agribusiness segment, which has been presenting attractive levels of profitability and credit performance in Paraguay since 2002. In retail banking, the main marketing channel is payroll and the offer of pre-approved products to all clients who receive their salaries through Interbanco.

b) revenue arising from the each segment and their share in the Issuer’s net revenue

The table below shows data on revenue from interest, banking services and commission for each of the three business areas for the years ended December 31, 2009, 2008 and 2007.

Reference Form 2009 – Itaú Unibanco Holding S.A

R$ million

	2009			2008			2007

Commercial bank		32,466			22,626			19,886
Income from financial operations before loan losses (1)		24,249			14,919			12,000
Banking service fees		8,217			7,706			7,886
Itaú BBA		5,567			3,619			2,259
Income from financial operations before loan losses (1)		4,075			2,840			1,589
Banking service fees		1,492			779			670
Consumer Credit		16,324			9,488			6,586
Income from financial operations before loan losses (1)		10,767			6,769			4,905
Banking service fees		5,557			2,719			1,681
Corporate + Treasury (2)		7,017			(1,161	)		2,414
Income from financial operations before loan losses (1)		7,056			(1,161	)		2,477
Banking service fees		(39	)		-			(63	)
Total		61,374			34,572			31,146
Income from financial operations before loan losses		46,147			23,367			20,971
Banking service fees		15,227			11,204			10,174

(1)

For comparison purposes, the financial margin of the commercial bank market and of Itaú BBA was reclassified to Corporate + Treasury in 2008 and 2007.

(2)

Includes Treasury results, capital in excess, subordinated debt in excess, the financial margin of balance of net deferred taxes and the tax effect of hedge and sovereign bonds.

Note: Results for 2009 refer to the consolidation of Unibanco's operations during the year as compared to 2008, in which only the last quarter includes Unibanco's amounts.

We carry out our business activities mainly in Brazil and we do not break down our revenue by Brazilian geographic market. Our revenue arising from interest income from loan and lease operations, banking service fees and commissions, insurance premiums, private pension plans and capitalization plans are divided between revenue earned in Brazil and that earned abroad. The information in the table below covers revenue for each one of the years ended December 31, 2009, 2008 and 2007, after eliminations on consolidation.

R$ million
	2009		2008		2007

Income from financial operations before loan losses		46,147		23,367		20,971
Brazil		44,220		21,335		20,034
Abroad		1,927		2,032		937
Banking service fees		15,227		11,204		10,174
Brazil		14,586		10,557		9,783
Abroad		640		647		391
Income from insurance, pension plan and capitalization operations		2,432		1,307		1,219
Brazil		2,412		1,305		1,219
Abroad		20		3		-

(1) Results for 2009 refer to consolidation of Unibanco’s operations during the year as compared to 2008, in which only the last quarter comprises Unibanco’s amounts.

The table below shows income earned abroad by business area for the years ended December 31, 2009, 2008 and 2007:

R$ million

	2009		2008		2007

Itaú Unibanco – commercial bank		2,062		1,491		1,156
Argentina		184		231		193
Chile		443		467		660
Uruguay		73		180		143
Other companies abroad (2)		1,361		613		160
Itaú BBA		411		1,073		96
Other companies abroad (2)		411		1,073		96
Itaú Unibanco –credit card		114		118		77
Argentina		21		25		11
Chile		14		-		-
Uruguay		79		92		65

(1) Results for 2009 refer to consolidation of Unibanco’s operations during the year as compared to 2008, in which only the last quarter comprises Unibanco’s amounts.

(2) Includes Banco Itaú Europa Int, Itaú Unibanco S.A. – Cayman, New York, Tokyo and Nassau Branches, Banco Itaú-BBA S.A. – Nassau Branch, Banco Itaú-BBA S.A. – Uruguay Branch, Itaú Unibanco Holding S.A. – Grand Cayman Branch, Unibanco Grand Cayman Branch; BIEL Holdings AG, IPI - Itaúsa Portugal Investimentos, SGPS Lda. (51%), Itaú Europa Luxembourg Advisory Holding Company S.A., Itaúsa Europa - Investimentos, SGPS, Lda., Itaú Europa, SGPS, Lda., Itaúsa Portugal - SGPS, S.A., Banco Itaú Europa, S.A., BIE - Bank & Trust, Ltd., Banco Itaú Europa Luxembourg S.A., Banco Itaú Europa Fund Management Company, S.A., BIEL Fund Management Company S.A., BIE Cayman, Ltd., Banco Itaú Europa International, Bie Bank & Trust Bahamas Ltd., Itaú Europa Securities Inc., Unibanco - União de Bancos Brasileiros (Luxembourg) S.A., Itaú Madeira Investimentos, SGPS, Ltda, BIE Directors, Ltd, BIE Nominees, Lda, Brazcomp 1 Limited, Fin Trade, Kennedy Director International Services S.A., Federal Director International Services, S.A., Bay State Corporation Limited, Cape Ann Corporation Limited; BFB Overseas N.V., BFB Overseas Cayman, Ltd., Itau Bank Ltd., ITB Holding Ltd., Jasper International Investiment LLC, Unibanco Cayman Bank Ltd., Unicorp Bank & Trust Ltd., Unibanco Securities, Inc, UBB Holding Company, Inc., Uni-Investments Inter. Corp., Unipart Partic. Internac. Ltd, Rosefield Finance Ltd.; Interbanco S.A; Afinco Americas Madeira, SGPS, Soc. Unipessoal Ltda., Itaú Asset Management S.A., Sociedad Gerente de Fondos Comunes de Inversión, Zux Cayman Company Ltd., Zux SGPS, Lda,, Agate SARL, Topaz Holding Ltd., Itaú USA Inc, Itaú International Investment LLC, ITrust Servicios Financieros S.A.,, Albarus S.A., Banco Del Paraná S.A., Amethyst Holding Ltd., Garnet Corporation, Itaú Securities Holding (new name of Zircon Corporation), Spinel Corporation, Tanzanite Corporation, Itaú Sociedad de Bolsa S.A., Peroba Ltd., Mundostar S.A., Karen International Ltd., Nevada Woods S.A., Itaú Asia Securities Ltd., Líbero Trading International Ltd., IPI - Itaúsa Portugal Investimentos, SGPS Lda. (49%), Itaú USA Securities, Inc., Itaú Middle East Securities Limited, Unipart B2B Investments, S.L., Tarjetas Unisoluciones S. A. de Capital Variable, Proserv - Promociones Y Servicios S.A. de C. V. and Itau UK Securities Ltd.

Reference Form 2009 – Itaú Unibanco Holding S.A

c) income or loss arising from the segment and its share in the Issuer’s net income or loss

													R$ million
	ITAÚ UNIBANCO
2009	COMMERCIAL BANK			ITAÚ BBA			CONSUMER CREDIT			CORPORATE + TREASURY			ITAÚ UNIBANCO

Managerial Financial Margin		24,250			4,075			10,767			3,687			42,778
Financial Margin with Customers		22,316			4,075			10,767			-			37,157
Financial Margin with the Market		-			-			-			5,621			5,621
Corporation Financial Margin		1,934			-			-			(1,934	)		-
Income from Loan Losses		(8,856	)		(1,150	)		(5,786	)		1,626			(14,165	)
Allowance for Loan Losses		(10,410	)		(1,174	)		(6,442	)		1,626			(16,399	)
Recovery of Credits Written Off as Losses		1,554			24			656			-			2,234
Gross Income from Financial Operations		15,394			2,925			4,981			5,314			28,613
Other Operating Income/(Expenses)		(7,985	)		(385	)		(1,658	)		(752	)		(10,782	)
Banking service fees		8,219			1,491			5,557			(40	)		15,227
Income from Insurance, Pension Plans and Capitalization		2,238			1			82			111			2,432
Non-interest Expenses		(17,088	)		(1,474	)		(6,456	)		(784	)		(25,805	)
Tax Expenses for ISS, PIS and Cofins		(1,954	)		(287	)		(1,014	)		(214	)		(3,467	)
Equity in Earnings of Affiliates		0			1			-			183			183
Other Operating Income		601			(117	)		173			(8	)		649
Operating Income		7,409			2,540			3,323			4,562			17,831
Non-operating Income		117			(12	)		(51	)		14			68
Income Before Tax and Profit Sharing		7,526			2,529			3,272			4,576			17,900
Income Tax and Social Contribution		(2,067	)		(527	)		(921	)		(1,335	)		(4,850	)
Profit Sharing		(1,079	)		(289	)		(146	)		(182	)		(1,695	)
Minority Interest in Subsidiaries		(0	)		-			-			(864	)		(864	)
Recurring Net Income		4,379			1,713			2,205			2,194			10,491

	ITAÚ UNIBANCO
2008	COMMERCIAL BANK			ITAÚ BBA			CONSUMER CREDIT			CORPORATE + TREASURY			ITAÚ UNIBANCO

Managerial Financial Margin		15,362			3,112			6,770			2,441			27,689
Financial Margin with Customers		15,362			3,112			6,770			857			25,258
Financial Margin with the Market		0			0			-			1,585			2,431
Income from Loan Losses		(4,338	)		(493	)		(3,100	)		-			(7,930	)
Allowance for Loan Losses		(5,141	)		(540	)		(3,588	)		-			(9,269	)
Recovery of Credits Written Off as Losses		803			48			488			-			1,339
Gross Income from Financial Operations		11,024			2,620			3,670			2,441			19,759
Other Operating Income/(Expenses)		(4,613	)		(565	)		(1,233	)		(202	)		(6,618	)
Banking service fees		8,276			778			2,719			-			11,783
Income from Insurance, Pension Plans and Capitalization		1,492			0			77			-			1,570
Non-interest Expenses		(13,668	)		(1,089	)		(3,657	)		(76	)		(18,490	)
Tax Expenses for ISS, PIS and Cofins		(1,386	)		(225	)		(599	)		(322	)		(2,532	)
Equity in Earnings of Affiliates		(0	)		13			1			171			184
Other Operating Income		673			(41	)		227			25			868
Operating Income		6,411			2,055			2,436			2,239			13,141
Non-operating Income		15			(5	)		(13	)		2			(1	)
Income Before Tax and Profit Sharing		6,426			2,050			2,424			2,241			13,140
Income Tax and Social Contribution		(1,912	)		(617	)		(726	)		(97	)		(3,352	)
Profit Sharing		(635	)		(211	)		(109	)		(0	)		(957	)
Minority Interest in Subsidiaries		0			-			-			(461	)		(461	)
Recurring Net Income		3,879			1,221			1,589			1,682			8,371

Reference Form 2009 – Itaú Unibanco Holding S.A

													R$ million
	ITAÚ UNIBANCO
2007	COMMERCIAL BANK			ITAÚ BBA			CONSUMER CREDIT			CORPORATE + TREASURY			ITAÚ UNIBANCO

Managerial Financial Margin		11,998			1,590			4,905			1,862			20,356
Financial Margin with Customers		11,998			1,590			4,905			676			19,169
Financial Margin with the Market		0			0			-			1,187			1,187
Income from Loan Losses		(3,191	)		46			(1,963	)		-			(5,108	)
Allowance for Loan Losses		(3,962	)		39			(2,253	)		-			(6,176	)
Recovery of Credits Written Off as Losses		770			7			291			-			1,068
Gross Income from Financial Operations		8,807			1,636			2,942			1,862			15,248
Other Operating Income/(Expenses)		(2,513	)		(339	)		(955	)		28			(3,779	)
Banking service fees		7,900			670			1,681			(63	)		10,173
Income from Insurance, Pension Plans and Capitalization		1,148			0			71			-			1,219
Non-interest Expenses		(10,664	)		(845	)		(2,344	)		(165	)		(13,994	)
Tax Expenses for ISS, PIS and Cofins		(1,245	)		(160	)		(421	)		(145	)		(1,971	)
Equity in Earnings of Affiliates		-			5			-			266			272
Other Operating Income		348			(9	)		58			134			521
Operating Income		6,295			1,297			1,987			1,890			11,469
Non-operating Income		(12	)		5			0			8			0
Income Before Tax and Profit Sharing		6,284			1,301			1,987			1,897			11,469
Income Tax and Social Contribution		(1,871	)		(272	)		(667	)		(558	)		(3,368	)
Profit Sharing		(581	)		(123	)		(33	)		(7	)		(744	)
Minority Interest in Subsidiaries		-			-			-			(178	)		(178	)
Recurring Net Income		3,832			906			1,287			1,154			7,179

7.3. With respect to the products and services that correspond to the operating segments disclosed in item 7.2, describe:

a) characteristics of the production process

b) characteristics of the distribution process

c) characteristics of the markets in which it the segment operates, in particular:

I - Share in each of the markets

II - State of competition in the markets

d) any seasonality

e) main inputs and raw materials, including details of:

I - Description of the relations established with suppliers, including whether they are subject to governmental control or regulation, indicating the bodies and the respective applicable legislation

II - Any dependence on few suppliers

III - Any volatility in their prices

Marketing and distribution channels

We offer integrated services and products to our clients by means of many marketing tools and distribution channels. Our distribution network is made up mainly of branches, ATMs and customer site branches, or (“CSB”), which are banking service centers established on the premises of corporate clients.

Reference Form 2009 – Itaú Unibanco Holding S.A

The table below shows information related to our network of branches and ATMs at December 31, 2009 in both Brazil and abroad:

	Branches		CSBs		ATMs
Itaú Unibanco		3,550		915		32,352
Itaú Personnalité		165		3		352
Itaú BBA		9		-		-
Total in Brazil		3,724		918		32,704
Itaú Unibanco abroad (Outside Latin America)		4		-		-
Argentina		81		23		164
Chile		70		-		48
Uruguay		38		1		32
Paraguay		19		6		166
Total		3,936		948		33,114

The table below shows information regarding the geographical locations of the distribution network throughout Brazil at December 31, 2009:

Region	Branches		CSBs		ATMs
South		633		125		4,611
Southeast		2,499		653		23,631
Midwest		282		62		1,824
Northeast		242		45		2,014
North		68		33		624
Total in Brazil		3,724		918		32,704

Branches

At December 31, 2009, our network was composed of 3,724 full service branches throughout Brazil. We have branches in municipalities that represented 83.9% of Brazilian GDP at December 31, 2009, 81.4% of which are located in the states of São Paulo, Rio de Janeiro and Minas Gerais, in the southeastern region, Paraná, in the southern region, and Goiás, in the midwestern region, which, together, represent over 62.7% of Brazilian GDP (in accordance with the data published by the Central Bank of Brazil on the breakdown of Brazilian GDP per state in 2006). The network of branches operates as a distribution network for all products and services offered to our clients, such as credit cards, insurance and private pension plans.

Customer Site Branches (CSBs)

At December 31, 2009, we operated 918 banking service centers throughout Brazil, as shown in the table above. The variety of services offered at these service centers may be the same as those offered at the full-service branches, or more limited, in accordance with the size of the corporate client and its needs. The banking service centers are a low-cost alternative to full-service branches. Additionally, the banking service centers give us the opportunity to reach new retail clients while we provide services to corporate clients and their employees.

ATMs

At December 31, 2009, Itaú Unibanco operated 32,704 ATMs for the use of its clients throughout Brazil. Through our network of ATMs, a monthly average of approximately 125 million transactions was carried out during the year then ended. Our clients can perform practically all transactions related to their accounts by means of the ATMs, which are alternatives that do not require the direct participation of employees in the transactions and provide points of service at a cost that is significant lower than that of branches. Our clients may carry out transactions using ATMs that operate under the brands Itaú and Unibanco. We also have agreements with other network companies, such as the Cirrus and Maestro brands, which allow our clients to access simplified services through the networks of these companies.

Other distribution channels

We also provide clients with the possibility of obtaining information on the status of their accounts, investment funds and credit through many electronic channels, which allow us to carry out retail transactions at a lower cost. These channels are:

Call centers, with a monthly volume of approximately 43.3 million transactions. This distribution channel accounted for 3.0% of the total products sold by the commercial bank in 2009;

Reference Form 2009 – Itaú Unibanco Holding S.A

Internet banking system, with a monthly volume of approximately 167.7 million transactions. This distribution channel accounted for 5.0% of the total products sold by the commercial bank in 2009;

Points of sale/Redeshop, a network that allows clients to use a debit card to purchase goods at the point of sale of the merchant, with approximately 45.6 million transactions a month;

Many other channels, such as e-mail, links for mobile telephones and wireless applications, drive-through installations and courier services.

Competition

General considerations

Recent years were characterized by the increase in competition and consolidation of the Brazilian financial service sector. On December 31, 2009, there were in Brazil 137 multiple-service banks, 18 commercial banks and a large number of savings and credit, brokerage, and lease institutions and other financial institutions.

Itaú Unibanco, Banco Bradesco, Banco Santander and HSBC are the leaders in the private banking sector. On September 20, 2009, these banks represented 41.0% of the total assets of the Brazilian banking sector. We also face competition from the government banks. On September 30, 2009, Banco do Brasil, the National Bank for Economic and Social Development (BNDES) and Caixa Econômica Federal (CEF) ranked first, fourth and fifth, respectively, in the banking sector, accounting for 38.6% of the total assets of the banking system.

The table below shows the total assets of the 14 largest banks in Brazil in order of share in the total assets of the Brazilian banking sector.


	December 31, 2009 (*)
	R$ billion		%
Banco do Brasil (**)		692.0		20.0
Itaú Unibanco Holding		585.6		17.0
Bradesco		444.4		12.9
BNDES		386.6		11.2
CEF		341.8		9.9
Banco Santander		334.1		9.7
HSBC		100.1		3.9
Banco Votorantim		86.9		2.5
Safra		71.1		2.1
Citibank		40.8		1.2
Banrisul		29.3		0.8
Credit Suisse		21.9		0.6
BNP Paribas		21.3		0.6
UBS Pactual		20.7		0.6
Others		275.4		8.0
Total		3,452.0		100.0

(*) Based on banking services, except for insurance and pension funds.

(**) It Includes the consolidation of 50% of Banco Votorantim, based on the interest of 50% held by Banco do Brasil in Banco Votorantim.

Source: Central Bank of Brazil, The 50 largest banks and the consolidated financial system (December 2009)

With the merger of Itaú and Unibanco and the creation of Itaú Unibanco, new business opportunities arose in the domestic market, in which economies of scale have started to be essential for competitiveness. Itaú Unibanco has a leading position in many areas of the Brazilian financial market. We have achieved a market share of 16.5% based on total loans in December 2009 and ranked second in the Brazilian banking market. Without taking the government banks into consideration, we are the market leader with respect to total loan operations, with a 27.2% share in this market. We ranked second in the market in terms of total funding, with a market share of 17.03% at December 31, 2009.

We also have qualified employees and have increased our presence in the Southern Cone (Argentina, Chile, Paraguay and Uruguay), because we want to strengthen our operations in Latin America in order to assume a leading position in this market. Our long-term strategy is to gradually obtain a global position, but our priority is the consolidation of our presence in the Brazilian and South American markets.

Reference Form 2009 – Itaú Unibanco Holding S.A

The Brazilian credit card market is very competitive and has grown at the rate of 21.7% a year over the past three years, in accordance with the Brazilian Association of Credit Card and Service Companies (ABECS). Our main competitors are Bradesco, Banco do Brasil and Banco Santander. The credit card companies are increasingly adopting alliance and co-branding strategies and adapting their pricing policies (interest rates, cardholder fees, and merchant fees) for the purpose of strengthening their position in the market.

The Brazilian insurance market is also highly competitive. Our main competitors in this industry are the insurance companies Sul América, Bradesco Seguros and other related companies, and BB Seguros and other related companies. On December 31, 2009, this sector was made up of around 113 insurance companies of different sizes. We believe that our alliance with Porto Seguro will result in economies of scale and efficiency. Taking into consideration our 30% interest in Porto Seguro, we were in the leading position in terms of insurance premiums in November 2009, with a share of 14.8% of billings in the Brazilian market.

Our main competitors in private pension plan and capitalization products are controlled by large commercial banks, such as Bradesco, Banco do Brasil, Banco Santander and CEF, which, as Itaú Unibanco does, use their networks of branches to access the retail market.

Itaú BBA is a major market competitor in the market targeting large corporations. In volume of loan operations, Itaú BBA competes with Banco do Brasil (including Banco Votorantim) and, to a lesser extent, with Bradesco and Banco Santander; in cash management, a market in which Itaú BBA has a leading position and renowned efficiency, it competes with Banco do Brasil, Santander and Bradesco; and in derivative transactions, particularly structured derivatives, its main competitors are international banks, such as Citibank, Credit Suisse, HSBC, JP Morgan, Morgan Stanley and Santander. Itaú BBA received the award for Best Cash Manager in Brazil from Euromoney magazine in 2009.

The main competitors in the consumer credit industry are HSBC and Bradesco, in addition to Banco Panamericano, Citifinancial (Citibank brand), GE Money (Banco GE Capital brand) and Banco Ibi. The main factors that make these institutions competitive in this segment are: distribution, strong brands, customer relationship management, and strategic alliances with large retailers.

Itaú Unibanco has formed alliances with CBD, Lojas Americanas, Magazine Luiza, Ponto Frio, Hipercard (Wal-Mart Brazil), and Ipiranga (Ultrapar), among others.

The main bank in the Brazilian real estate market is CEF, which is owned by the government. This institution provides real estate financing and is a leader in this market, particularly due to its aggressive pricing strategy. This position was strengthened by the “Minha Casa, Minha Vida” (“My House, My Life”) federal program, which is responsible for the construction and financing of one million homes for the low-income population and, of which, CEF is the main operator. There are also two major competitors in the private sector: Banco Santander and Bradesco.

Seasonality

In general, our retail and credit card operations are seasonal, growing during the Christmas season and dropping at the beginning of the following year. Our service revenue is also seasonal, growing at the beginning of the year, when taxes and contributions are usually paid. Finally, we also experience a seasonal drop in personal expenses in the first quarter of the year due to the summer holidays.

7.4. Identify whether there are clients that are responsible for more than 10% of the Issuer’s net revenue, informing:

a) amount of revenue arising from the client

b) operating segments affected by the revenues arising from the client

There are no clients who account for more than 10% of the Issuer’s revenue.

Reference Form 2009 – Itaú Unibanco Holding S.A

The table below shows the concentration of loan, lease, other credits operations and the securities transactions of companies and financial institutions:

R$ million
Loan, lease and other credit operations	12/31/2009				12/31/2008				12/31/2007
and securities of companies and financial institutions (*)	Risk		% of Total		Risk		% of Total		Risk		% of Total
Largest debtor		3,351,437		1.1		7,950,623		2.5		1,404,737		1.0
20 largest debtors		34,875,013		11.3		44,192,721		14.0		14,879,896		10.3
50 largest debtors		55,367,738		18.0		69,383,770		22.0		24,403,844		16.9
100 largest debtors		73,494,272		23.9		90,844,640		28.8		33,102,327		22.9

7.5. Describe the effects of state regulation on the Issuer’s activities, specifically commenting on:

a) the need for governmental permits for the performance of activities and the history of the Issuer’s relationship with the public authorities for as regards obtaining such permits

In order to conduct its activities, the Issuer depends on prior permits from the Central Bank.

Incorporated on September 9, 1943 under the name Banco da Metrópole de São Paulo S.A., registered with the São Paulo Board of Trade under number 20.683 on April 22, 1944, the Issuer obtained a permit for operating as a financial institution on July 24, 1944. However, its history traces back to the activities of Itaú and Unibanco. On September 27, 1924, the banking department of Casa Moreira Salles started to operate, later becoming Banco Moreira Salles. The institution, which would play the leading role in a continuous process of mergers and acquisitions, adopted the name of Unibanco in 1975. In the Itaú group, goes back to 1944, when the members of the Egydio de Souza Aranha family founded Banco Federal de Crédito S.A. in São Paulo.

In relation to the capital markets, the Issuer’s shares were admitted for trading on BM&FBOVESPA in March 2003, replacing the shares of the institution that is currently named Itaú Unibanco S.A., which were admitted for trading on BM&FBOVESPA on October 20, 1944.

The Brazilian financial system and banking regulation

The basic institutional framework of the Brazilian financial system was established in 1964 through Law No. 4,595 of December 31, 1964, or the “Banking Reform Law”. This legislation created the CMN, a regulatory agency responsible for establishing monetary and credit policies for the promotion of economic and social development, as well as the operation of the financial system.

Banking Reform Law

The Banking Reform Law regulates the National Financial System, composed of the CMN, the Central Bank, Banco do Brasil, the BNDES, and many financial institutions from the public and private sectors. This law confers on the CMN powers to set the loan and capital limits, approve monetary budgets, establish exchange and interest rate policies, oversee activities related to stock markets, regulate the organization and operation of financial institutions in the public and private sectors, give authority to the Central Bank over issuing banknotes and setting reserve requirement levels, and setting out general guidelines related to the banking and financial markets.

Principal limitations and restrictions on financial institutions

Under the Banking Reform Law, financial institutions may not:

· operate in Brazil without prior approval from the Central Bank or carry out transactions that fail to comply with principles of selectivity of transactions, adequate guarantees, liquidity and risk diversification;

Reference Form 2009 – Itaú Unibanco Holding S.A

· invest in the equity of another company unless the investment receives prior approval from the Central Bank, based upon certain rules established by the CMN. Those investments may, however, be made through the investment banking unit of a multiple-service bank or through an investment bank;

· own real estate, unless the institution occupies the property. When real estate is transferred to a financial institution in payment of a debt, the property must be sold within one year, except if otherwise authorized by the Central Bank; and

· lend more than 25.0% of their referential equity calculated in accordance with CMN Resolution No. 3,444/07 as the basis of capital adequacy to any single person or group.

Special provisions relating to capital composition

Financial institutions may be organized as subsidiaries of foreign companies or companies of which the capital stock is composed of shares with or without voting rights, taking into consideration that shares without voting rights may not represent more than 50% of capital.

Regulation by the Central Bank

The Central Bank implements the monetary and credit policies established by the CMN, and controls and supervises all public- and private-sector financial institutions. Any amendment to a financial institution’s bylaws, any increase in its capital or any establishment or transfer of its principal place of business or any branch (whether in Brazil or abroad) must be approved by the Central Bank. Central Bank approval is necessary to enable a financial institution to merge with or acquire another financial institution or for any transaction resulting in a change of control over a financial institution. See also “— Antitrust Regulation”.” The Central Bank also determines minimum capital requirements, permanent asset limits, lending limits and compulsory reserve requirements. No financial institution may operate in Brazil without the prior approval of the Central Bank.

The Central Bank monitors compliance with accounting and statistical requirements. Financial institutions must submit annual and semi-annual audited financial statements, quarterly financial statements, subject to a limited review, and monthly unaudited financial statements, prepared in accordance with the Central Bank rules, all of which must be filed with the Central Bank. Publicly held financial institutions must also submit quarterly financial statements to the CVM, which are subject to a limited review. In addition, financial institutions are required to disclose to the Central Bank all credit transactions, foreign exchange transactions, export and import transactions and any other related economic activity. This disclosure is usually made on a daily basis by computer and through periodic reports and statements. A financial institution and the companies or individuals which control it have a duty to make available for inspection by the Central Bank its corporate books and records and any other document which the Central Bank may require in order to carry out its activities.

Capital adequacy and leverage/referential equity requirements

Since January 1995, Brazilian financial institutions have been required to comply with the Basel Accord (Basel I) on risk-based capital adequacy, modified as described below. In general, the Basel Accord (Basel I and Basel II) requires banks to maintain a ratio of capital to assets and certain off-balance sheet items, determined on a risk-weighted basis, of at least 8.0%. At least half of the required capital must consist of Tier 1 Capital, and the balance must consist of Tier 2 Capital. Tier 1 Capital, or capital, includes stocks (i.e., common shares and non-cumulative permanent preferred shares), share premium reserve, retained earnings and certain disclosed reserves less goodwill. Tier 2 Capital, or supplementary capital, includes “hidden” reserves, asset revaluation reserves, general loan loss reserves, subordinated debt and other quasi-equity capital instruments (such as cumulative preferred shares, long-term preferred shares and convertible debt instruments). There are also limitations on the maximum amount of certain Tier 2 Capital items.

To assess the capital adequacy of banks under the risk-based capital adequacy guidelines, a bank’s capital is evaluated on the basis of the aggregate amount of its assets and off-balance sheet exposure, such as financial guarantees, letters of credit and foreign currency and interest rate contracts, which are weighted according to their categories of risk.

Reference Form 2009 – Itaú Unibanco Holding S.A

Brazilian legislation closely tracks the provisions of the Basel Accord (Basel II) for credit, market and operational risks. Among the key differences between Brazilian legislation and the Basel Accord (Basel II) are:

· the minimum ratio of capital to assets determined on a risk-weighted basis is 11%;

· the risk-weighting assigned to certain assets and types of off-balance sheet exposure differs slightly from that set forth in the Basel Accord (Basel II), including a risk weighting of 300% on deferred tax assets other than temporary differences;

· the ratio of capital to assets of 11% mentioned above has had to be calculated based on the consolidation of all financial subsidiaries (partial consolidation) and on a fully consolidated basis since July 2000, i.e., including all financial and non-financial subsidiaries. In this consolidation, Brazilian financial institutions are required to take into account all investments made in Brazil or abroad in which the financial institution holds, directly or indirectly, individually or together with another partner, including through voting agreements: (i) partner rights that ensure a majority in adopting the corporate resolutions of the invested entity; (ii) the power to elect or dismiss the majority of the management of the invested entity; (iii) operational control over the invested company characterized as common management; and (iv) effective corporate control of the invested entity characterized as the total equity interest in the invested company being held by its the management, controlling individuals or companies, or related companies of the investor and the equity interest being held, directly or indirectly, through investment funds owned by the investor. Upon preparation of the consolidated financial statements, the financial institutions that are related by actual operational control or by operation in the market under the same trade name or trademark must also be considered for consolidation purposes; and

· the requirement for banks to set aside a portion of their equity to cover operational risks as from July 1, 2008 (which varies from 12.0% to 18.0% of average gross income from financial operations).

For limited purposes, the Central Bank establishes the criteria for the determination of referential equity for Brazilian financial institutions. In accordance with those criteria established by CMN Resolution No. 3,444/07, the capital of the banks is divided into Tier 1 Capital and Tier 2 Capital.

· Tier 1 Capital is represented by shareholders’ equity plus the balance of the credit income account and the blocked deposits account. It is held in order to mitigate capital deficiency, excluding the balance of the debt income account, revaluation reserves, contingency reserves, special profit reserves related to mandatory dividends not yet distributed, cumulative preferred shares, unrealized earnings related to available-for-sale securities market value adjustments, redeemable preferred shares and certain deferred tax credits in accordance with Resolution No. 3,059/02, as amended, established by CMN.

· Tier 2 Capital is represented by revaluation reserves, contingency reserves, special profit reserves related to mandatory dividends not yet distributed, cumulative preferred shares, redeemable preferred shares, subordinated debt and hybrid instruments and unrealized earnings related to available-for-sale securities market value adjustments. As mentioned above, Tier 2 Capital must not exceed Tier 1 Capital. In addition, redeemable preferred shares with original maturity of less than ten years plus the amount of subordinated debt is limited to 50.0% of the amount of Tier 1 Capital.

Referential equity is represented by the sum of Tier 1 and Tier 2 Capital and, together with the deductions described in Note 3 to our consolidated financial statements as of and for the year ended December 31, 2009, will be taken into consideration for the purposes of defining the operational limits of financial institutions.

Compulsory deposits

The Central Bank currently imposes several compulsory deposit requirements on Brazilian financial institutions to be deposited with the Central Bank, as a mechanism to control the liquidity of the Brazilian financial system. These requirements are applied to a wide range of banking activities and transactions, such as demand deposits, savings deposits and time deposits. The deductions on compulsory deposit related to time funds (time deposits and interbank deposits of leasing companies), pursuant to Circular No. 3427/2008 as amended by Circular No. 3485/2010, are allowed for the term of the transactions and only for acquisitions made by June 30, 2010. These deductions may be made through the acquisition of foreign currency from the Central Bank of Brazil and purchases or investments in Interbank Deposit Certificates (“CDI”) issued by financial institutions with consolidated Tier 1 regulatory capital of no more than R$ 7 billion. Currently, it is possible to make deductions of up to 45% of the compulsory amount to be deposited. Up to March 29, 2010, such a limit was 100% of cash deposits.

Reference Form 2009 – Itaú Unibanco Holding S.A

In light of the international financial crisis, the Brazilian government enacted measures to modify Brazilian banking laws in order to provide the financial market with greater liquidity, including:

· reducing the rate applicable on additional time deposits and demand deposits to 4.0%, and to 5.0%, respectively, effective until March 22, 2010. On March 22, 2010 the rate applicable to both additional time and demand deposits rose to 8.0%, corresponding to the rate in place before the crisis;

· provisions stating that financial institutions may deduct costs related to foreign currency acquisitions from the compulsory withholding of interbank deposits from leasing companies;

· reducing the rate of compulsory demand deposits from 45.0% to 42.0%;

· reducing the rate of compulsory time deposits to 13.5%, effective until March 29, 2010. On March 29, 2010, the rate of compulsory time deposits rose to 15.0%, corresponding to the rate in place before the crisis; and

· permitting financial institutions to deduct the amount of voluntary contributions to the Fundo Garantidor de Crédito, (“FGC”) (the Brazilian Deposit Guarantee Fund), from compulsory demand deposits.

Foreign currency exposure

The total exposure in gold, foreign currency and other assets and liabilities indexed or linked to the foreign exchange rate variation undertaken by financial institutions, and their direct and indirect subsidiaries, on a consolidated basis, may not exceed 30.0% of their referential equity, in accordance with Resolution No. 3,488/07, established by the CMN.

Liquidity and fixed assets investment regime

The Central Bank prohibits Brazilian multiple-service banks, including us, from holding, on a consolidated basis, permanent assets in excess of 50.0% of their adjusted referential equity. Permanent assets include investments in unconsolidated subsidiaries as well as real estate, equipment and intangible assets.

Lending limits

In accordance with CMN Resolution No. 2,844/01, a financial institution may not grant loans advances, or guarantees, or enter into credit derivative transactions, underwrite or hold in its investment portfolio the securities of any single customer or group of affiliated customers that, in the aggregate, exceed 25.0% of the financial institution’s adjusted referential equity.

Treatment of overdue debts

In accordance with CMN Resolution No. 2,682/99, Brazilian financial institutions are required to give their credit transactions a rating (including leasing transactions and other transactions characterized as credit advances) and make provision according to the score level given to each such transaction. The rating is based on the financial condition of the customer, the terms and conditions of the transaction and the period of time during which the transaction has been in arrears, if any. Transactions are rated AA, A, B, C, D, E, F, G or H, with AA being the highest rating.

Credit ratings must be reviewed on a monthly basis and, apart from additional provisions required by the Central Bank or which are deemed necessary by the management of those financial institutions, provision required to varies from 0.5% of the value of the transaction, in the case of level A transactions, to 100.0% in the case of level H transactions.

Foreign currency loans

Financial institutions in Brazil are permitted to borrow foreign-currency denominated funds in the international markets (either through direct loans or through the issuance of debt securities) for any purpose including on-lending those funds in Brazil to Brazilian corporations and financial institutions without the prior written consent of the Central Bank, in accordance with Resolution No 3,844/10 issued by the CMN. The Central Bank may establish limits on the term, interest rate and general conditions of such foreign currency loan transactions (including the issuance of bonds and notes by financial institutions). Currently, there are no limits imposed on such transactions, but international funds that remain in Brazil for a period shorter than 90 days are subject to a tax on financial transactions (Imposto sobre Operações Financeiras), or IOF, at a rate of 5.38% levied on the amount in local currency of the foreign currency exchange contract entered into. However, if the funds remain in Brazil for a period of over 90 days, the IOF is reduced to zero. The Central Bank frequently changes these regulations in accordance with the economic scenario and the monetary policy of the Brazilian government.

Reference Form 2009 – Itaú Unibanco Holding S.A

Cross-border loans between individual or companies (including banks) resident or domiciled in Brazil and individuals or companies resident or domiciled abroad are no longer subject to the prior approval of the Central Bank, but are subject to prior registration with the SISBACEN (Central Bank System).

Foreign currency position

Transactions involving the sale and purchase of foreign currency in Brazil may only be conducted by institutions authorized to do so by the Central Bank. The Central Bank imposes limits on the foreign exchange sale and purchase transactions of institutions authorized to operate in the foreign exchange markets. These limits vary according to the type of financial institution conducting the foreign exchange transactions, the foreign exchange sale positions held by those institutions, the shareholders’ equity level of the relevant institution.

There is no current limit on the sale or purchase positions in foreign currency of banks (commercial, multiple-service, investment, development and savings banks) authorized to carry out transactions on the foreign exchange markets. In accordance with Central Bank Circular No. 3,401/08, other institutions of the national financial system are limited to have long positions in foreign currency, although there are no limits with respect to foreign exchange short positions.

Transactions with affiliates

Law No. 7,492 of July 16, 1986, which sets forth crimes against the Brazilian financial system, establishes the granting of credit by a financial institution to any of its controlling shareholders, Board members or directors and certain of the family members of such individuals and any entity controlled directly or indirectly by the financial institution as a crime. Violations of Law No. 7,492 are punishable by two to six years’ imprisonment and a fine. On June 30, 1993, the CMN issued Resolution No. 1,996, which requires any such transaction to be reported to the Public Attorney‘s Office.

The Banking Reform Law also imposes prohibitions on the granting of credit or advances to any company which holds more than 10.0% of the financial institution’s capital and to any company in which the financial institution holds more than 10.0% of the capital. This limitation is also applicable with respect to the Board members and directors of the financial institution and certain of their relatives, as well to those companies in which such persons hold more than 10.0% of the capital.

Establishment of offices and investments abroad

For a Brazilian financial institution to establish foreign offices or directly or indirectly maintain equity interests in financial institutions outside Brazil, it must obtain prior approval from the Central Bank, which will depend on the applicant Brazilian bank being able to meet certain criteria, including:

the Brazilian financial institution must have been in operation for at least six years;

the Brazilian financial institution’s paid-in capital and shareholders’ equity must meet the minimum levels established by Central Bank regulations for the relevant financial institution plus an amount equal to 300% of the minimum paid-in capital and shareholders’ equity required by Central Bank regulations for commercial banks;

the Central Bank must be assured of access to information, data and documents regarding the transactions and accounting records of the branch for its global consolidated supervision;

The Brazilian financial institution must present to the Central Bank a study on the economic and financial viability of the subsidiary, branch or investment and the expected return on investment. Within 180 days of Central Bank approval, the Brazilian financial institution must submit a request to open the branch to the competent foreign authorities and start up operations within one year. Failure to fulfill these conditions may result in the cancellation of the authorization.

Reference Form 2009 – Itaú Unibanco Holding S.A

Bank insolvency

Insolvency regime

Financial institution insolvency is generally a matter handled by the Central Bank. The Central Bank begins and oversees all administrative proceedings, whether for, or in avoidance of, liquidation.

Law No. 11,101, as amended, or the Brazilian Bankruptcy Law, was sanctioned by the President on February 9, 2005, became effective in June 2005 and was amended in November 2005; it has significantly reshaped and modernized bankruptcy law in Brazil, until then governed by rules originating in 1945. Among the important innovations introduced by the new law are the following: (i) the availability of reorganization arrangements that enable a debtor to financially restructure; and (ii) in the event of bankruptcy, the priority of secured debts over tax liabilities.

While the insolvency of financial institutions continues to be governed by specific regimes (intervention, extrajudicial liquidation and temporary special administration, each of which is discussed in further detail below), they are subject to the Brazilian Bankruptcy Law, to the extent applicable, on an ancillary basis, until such a time as a specific set of rules is enacted.

Intervention, administrative liquidation and bankruptcy

The Central Bank may intervene in the operations of a bank if there is a material risk to creditors. The Central Bank may intervene if liquidation can be avoided or it may perform administrative liquidation or, in some circumstances, require the bankruptcy of any financial institution except those controlled by the Brazilian government.

Extrajudicial liquidation

· An extrajudicial liquidation of any financial institution (with the exception of public financial institutions controlled by the Brazilian government) may be carried out by the Central Bank if it can be established that:

· the debts of the financial institution are not being paid when due; or

· the financial institution is deemed insolvent; or

· the financial institution has incurred losses that could abnormally increase the exposure of the unsecured creditors; or

· the management of the relevant financial institution has materially violated Brazilian banking laws or regulations; or

· upon cancellation of its operating authorization, a financial institution’s ordinary liquidation proceedings are not carried out within 90 days or are carried out with a delay representing a risk to its creditors, at the Central Bank’s discretion. Liquidation proceedings may otherwise be requested, on reasonable grounds, by the financial institution’s directors or by the intervener appointed by the Central Bank in the intervention proceeding.

Extrajudicial liquidation proceedings may cease:

at the discretion of the Central Bank if the parties concerned take over the administration of the financial institution after having provided the necessary guarantees; or

when the liquidator’s final accounts are rendered and approved, and subsequently filed with the competent public registry; or

when converted to an ordinary liquidation; or

when the financial institution is declared bankrupt.

Reference Form 2009 – Itaú Unibanco Holding S.A

Temporary Special Administration Regime

In addition to the aforesaid procedures, the Central Bank may also establish the Temporary Special Administration Regime (Regime de Administração Especial Temporária), or RAET, which is a less forceful intervention by the Central Bank in private and non-federal government financial institutions that allows them to continue to operate normally.

The RAET may be imposed by the Central Bank in the following circumstances:

the financial institution continually enters into transactions that are contrary to the economic and financial policies established by federal law; or

the financial institution fails to observe compulsory deposit rules; or

the financial institution carries out operations or is in circumstances which call for an intervention; or

in the case of illegal or fraudulent administration;, and

the institution has a shortage of assets.

The main purpose of the RAET is to assist with the recovery of the financial conditions of the institution under special administration. Therefore, the RAET does not affect the day-to-day business operations, liabilities or rights of the financial institution, which continues to operate in its ordinary course of business.

Repayment of creditors on liquidation

In the event of the extrajudicial liquidation of a financial institution or the liquidation of a financial institution under the terms of bankruptcy proceedings, employees’ wages and indemnities up to a certain amount, secured credits and tax claims have the highest priority over any claims against the bankrupt company. The FGC is a Brazilian deposit guarantee fund that covers a maximum of R$ 60,000 in the deposits and credit instruments of an individual in a financial institution (or financial institutions of the same financial group). The FGC is mainly funded through the mandatory contributions of all Brazilian financial institutions that handle customer deposits, currently levied at 0.0125% per year, in accordance with CMN Resolution No. 3,400, as amended. The payment of unsecured credit, including regular retail customer deposits not covered by the FGC, is made after the payment of all secured credits and other credits with special privileges, which are granted by specific laws. Additionally, credit instruments and deposits made outside Brazil are not covered by the FGC, pursuant to Resolution No. 3,400/06.

Foreign investments

Foreign banks

The establishment in Brazil of new branches by foreign financial institutions (financial institutions which operate and have head offices abroad) is prohibited, except when duly authorized by the Brazilian government, in accordance with international treaties, the policy of reciprocity and the interest of the Brazilian government. Once authorized to operate in Brazil, a foreign financial institution is bound by the same rules, regulations and requirements that are applicable to any other Brazilian financial institution.

Foreign investment in Brazilian financial institutions

Foreign investment in Brazilian financial institutions by individuals or companies is permitted only if specific authorization is granted by the Brazilian government, and if it is made as provided for in international treaties, according to the policy of reciprocity and in the interest of the Brazilian government.

Once authorization is granted, Brazilian law sets forth the following rules concerning foreign investment in Brazil and the remittance of capital outside of Brazil:

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foreign and Brazilian investors shall be treated equally, unless legislation states otherwise;

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any foreign company that directly owns shares of Brazilian companies shall be enrolled with the corporate taxpayer registry (Cadastro Nacional de Pessoa Jurídica) or “CNPJ”;

Reference Form 2009 – Itaú Unibanco Holding S.A

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foreign direct investments, repatriations and profit remittances shall be registered electronically with the Central Bank through the Module RDE-IED of SISBACEN;

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the Central Bank may require that Brazilian companies provide information regarding foreign investors interest in their capital, and any other information in connection with the relevant foreign investment in Brazil; and

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Brazilian companies shall report in their financial statements their foreign investments, obligations and credits.

In December 1996, the president Fernando Henrique Cardoso issued a decree authorizing the acquisition by non-Brazilians of non-voting shares issued by Brazilian financial institutions as well as the offering abroad of depositary receipts representing those shares. Also in December 1996, the CMN approved a resolution specifically authorizing the global offering of depositary receipts representing non-voting shares of Brazilian financial institutions. Therefore, in these specific cases, authorization from the Brazilian government is not necessary.

Privatization of state government banks

In order to reduce the participation of Brazilian states in banking activities, the Brazilian government has established certain procedures for the privatization, or liquidation, or changes in the organization, of financial institutions currently controlled by Brazilian state governments.

The Brazilian federal government, subject to certain conditions relating to the guarantees to be provided by the Brazilian state governments, may, at its discretion:

acquire control over a financial institution for the purpose of its privatization or liquidation;

finance the liquidation or change the organization of a financial institution into a non-financial institution when such a measure is taken by its controlling shareholder;

finance any prior adjustments necessary for the privatization of a financial institution;

purchase contractual credits held by a financial institution from its controlling shareholder and companies controlled by that shareholder and refinance those credits; and

under exceptional circumstances, upon the prior approval from the CMN and subject to the fulfillment of certain conditions by the appropriate Brazilian state government, finance a capitalization program aimed at improving the management of the financial institution. In this case, under specific conditions, the financing is limited to 50.0% of the amount of funds necessary.

Brazilian payment and settlement system

The rules for the settlement of payments in Brazil are based on the guidelines adopted by the Bank of International Settlements, or BIS. The Brazilian payment and settlement system began operating in April 2002. The Central Bank and the CVM have the power to regulate and supervise this system. Pursuant to these rules, all clearing houses shall adopt procedures designed to reduce the possibility of systemic crises and to reduce the risks previously borne by the Central Bank. The most important principles of the Brazilian payment and settlement system are:

the existence of two main payment and settlement systems: that dealing with real- time gross settlements, made using the reserves deposited in the Central Bank; and that dealing with deferred net settlements, made through the clearing houses;

the clearing houses, with some exceptions, are liable for the payment orders they accept; and

bankruptcy laws do not affect the payment orders made through the credits of clearing houses, or the guarantees granted to secure those orders. However, clearinghouses have ordinary credits against any other party under bankruptcy laws.

Reference Form 2009 – Itaú Unibanco Holding S.A

Internal compliance procedures

All financial institutions shall establish internal policies and procedures to control their activities, their financial, operational and management information systems, and their compliance with all regulations applicable to them.

Audit committee

In accordance with the CMN regulations, all financial institutions that (i) have reference capital or consolidated reference capital equal to or in excess of R$ 1 billion, or (ii) manage assets of third parties amounting to at least R$ 1 billion, or (iii) hold deposits and manage assets of third parties amounting to at least R$ 5 billion in aggregate, shall have an internal audit committee.

Audit committees shall be created as provided for in the bylaws of the respective financial institution and shall be composed of at least three members, one of whom shall be an expert in accounting and audit.

Audit committee members of publicly-held financial institutions shall not (a) be or have been in the previous twelve months: (i) a director of the institution or its affiliates, (ii) an employee of the institution or its affiliates, (iii) an employee, management member, supervisor, technician, or any other member of the team involved in the audit activities of the institution, or (iv) a member of the fiscal council of the institution or of its affiliates; (b) be a spouse or relative (first or second-degree relative) of the persons described in (a).

Audit committee members of publicly-held financial institutions are also prohibited from receiving any compensation from the institution or its affiliates other than that of a member of the audit committee. In the event that an audit committee member of the institution is also a member of the board of directors of the institution or its affiliates, such a member shall opt for the compensation related to only one of the positions.

The audit committee of Itaú Unibanco Holding reports to the board of directors and its principal functions are to oversee the following:

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the quality and integrity of the financial statements of Itaú Unibanco Holding;

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compliance with legal and regulatory requirements;

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the performance, independence and quality of the services rendered by the independent auditors of Itaú Unibanco Holding;

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the performance, independence and quality of the work performed by the internal auditors of Itaú Unibanco Holding;

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the quality and the effectiveness of the internal controls and risk-management systems of Itaú Unibanco Holding; and

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recommendations for engaging and replacing independent auditors made to the board of directors.

According to Central Bank resolutions, the audit committee shall be a corporate body, created by shareholder resolution, which is separate from the board of directors. Notwithstanding the requirement of being different corporate bodies, the members of the audit committee may be members of the board of directors, provided that they meet certain independence requirements. In addition, under Brazilian law, the engagement of the independent auditor is a function reserved exclusively for the board of directors of a company. However, Brazilian regulation allows the creation of a single audit committee for an entire group of companies.

Independent auditors and the audit committee shall immediately notify the Central Bank of the existence or evidence of error or fraud within a maximum period of three business days from the identification of the error or fraud, including:

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non-compliance with legal and regulatory rules that may put the continuity of the audited company at risk,

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fraud of any degree committed by the administration of the institution;,

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relevant fraud committed by the institution’s employees or third parties;, and

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errors that result in significant misstatements in the financial statements of the company.

Reference Form 2009 – Itaú Unibanco Holding S.A

Exemptions from the listing rules for audit committees

In relation to the rules for companies listed on the NYSE and the SEC, we shall comply with Rule 10A-3 of the Securities Exchange Act of 1934 (Standards relating to Listed Company Audit Committees). Rule 10A-3 requires that we either establish an audit committee composed of members of the board of directors that meets specific requirements, or designate and nominate a board of auditors or similar body to perform the role of the audit committee in reliance on the general exemption for audit committees of foreign private issuers set forth in Rule 10A-3(c)(3) of the Securities Exchange Act of 1934.

In accordance with Central Bank regulations, we have established a body similar to the audit committee of the board of directors of a U.S. company, which we shall call “the audit committee.” See further details in Item 12.1a.

Our audit committee, to the extent permitted under Brazilian law, performs all the functions of an audit committee established under Rule 10A-3. As required by Brazilian law, our board of directors and audit committee are separate corporate bodies. Only two of the five members of our audit committee are also members of our board of directors. In addition, under Brazilian law, the function of engaging independent auditors is a duty reserved exclusively for a company’s board of directors. Therefore, our board of directors acts as our audit committee, as permitted under Rule 10A-3(c)(3)(v) of the Exchange Act, for the purpose of the nomination of our independent auditors.

Except for these specific cases, our Audit Committee is comparable to, and has the duties of, an audit committee of the board of directors of a U.S. company. Our audit committee is able to act independently in performing the functions of an audit committee created under the Sarbanes-Oxley Rules, fulfils the other requirements of the exemption from Rule 10A-3(c)(3), and therefore is in compliance with Rule 10A-3 of the Exchange Act.

Regulation on independent accountants

CMN Resolution No. 3,198, dated May 27, 2004, as amended, establishes consolidated rules for external audit services provided to financial institutions. In accordance with this resolution, all financial institutions shall be audited by independent accountants. Independent accountants can only be engaged if they are registered with the CVM, certified in specialized banking analysis by the Institute of Brazilian Independent Auditors (Instituto dos Auditores Independentes do Brasil – “IBRACON”) and if they meet several requirements designed to assure their independence. Moreover, at least every five consecutive fiscal years, the responsible partner and the audit senior team members with management duties in the independent accounting firm should be replaced.

Additionally, former accountants may only be re-engaged after three fiscal years have passed since their prior engagement. Financial institutions shall designate a senior management member to be technically responsible for compliance with all rules regarding financial statements.

In addition to preparing an audit report, the independent accountants shall carry out the following:

• an assessment of the internal controls and risk management procedures of the financial institution, including the electronic data processing system, showing the deficiencies found, and

• a description of the financial institution’s non-compliance with applicable and important rules governing the financial institution’s operations and financial statements.

Since it entered into effect, Resolution No. 3,198 was amended several times, which has resulted in the adoption of the following rules, among others:

• there is now mandatory limited review of quarterly financial information submitted to the Central Bank;

• the financial institution shall appoint one executive officer technically qualified to oversee the applicability of the rules and be responsible for the occurrence of any fraud or negligence, notwithstanding any other applicable regulation;

Reference Form 2009 – Itaú Unibanco Holding S.A

• certain services cannot be provided by the independent accountant without the risk of losing its independence, pursuant to the CVM requirements;

• Resolution No. 3,503 on the mandatory rotation of the independent auditor firm every five years suspended until December 31, 2008;

• Resolution No. 3,606, dated September 11, 2008, which anticipated the end of the suspension of the mandatory rotation of the independent accounting firm, substituted such a rotation rule for the rotation of the responsible partner and the audit senior team members with management duties;

• financial institutions that reports referential equity equal to or above R$ 1 billion shall establish an audit committee comprising at least three members who should rotate every five years and at least one of the members shall be an expert in accounting and audit. The members of the audit committee may only return to the committee three years after the end of their five-year term of office. The audit committee shall be responsible for the assessment of internal controls, the effectiveness of the independent accountants and internal audit, and recommend improvements or changes in policies and procedures, among other duties. Each audit committee shall publish a summary of the audit committee report, together with the six-month financial statements from December 31, 2004;

• the engagement of independent accountants is subject to the certification of the team members with administrative responsibilities issued by CFC, together with the IBRACON; for the audit team members with management duties, and

• the independent accountants are responsible for the issuance of the audit report on the financial statements, a report on the evaluation of internal controls and systems and a report containing the breaches of rules and regulation which may have a significant impact on the financial statements or operations of the company. These reports shall be available to the Central Bank for at least five years.

Furthermore, under Brazilian law our financial statements shall be prepared in accordance with Brazilian GAAP and other applicable regulations. Financial institutions shall have their financial statements audited every six months. Quarterly financial information filed with the CVM shall be reviewed by its independent accountants. On January 14, 2003, the CVM approved Instruction No. 381 requiring audited institutions to disclose information relating to services received other than audits provided by independent accountants that represented more than 5.0% of the fees the institution paid to the external accounting firm.

In addition, under CMN Resolution No. 3786, dated September 24, 2009, from December 31, 2010 our annual consolidated financial statements shall be prepared in accordance with IFRS, and accompanied by an independent audit report confirming that the financial statements have been prepared according to these accounting standards.

Regulation on presentation of financial statements

CMN Resolution No. 2,723 of May 31, 2000, as amended, establishes certain rules for the consolidation of financial statements by financial institutions. According to this Resolution, financial institutions, except for credit cooperatives, must prepare consolidated financial statements that include investments in companies in which they hold, directly or indirectly, solely or jointly, (i) the right to nominate or appoint the majority of the company’s board of directors; (ii) the right to appoint or dismiss the majority of the directors and management members of the company; and/or (iii) operational or corporate control.

This resolution is applied by the Central Bank to us on a group-wide basis. Itaú BBA is not required to publish, and does not publish, consolidated financial statements.

Rules governing the collection of bank fees

The collection of bank fees and commissions is extensively regulated by the CMN and by the Central Bank. Rules seeking the standardization of the collection of banking fees and the cost of credit transactions for individuals were approved by the CMN in December 2007. According to these rules, banking services provided to individuals are divided into the following four groups: (i) essential services; (ii) priority services; (iii) specific or differentiated services; and (iv) special services.

Reference Form 2009 – Itaú Unibanco Holding S.A

Banks are not able to collect fees in exchange for supplying essential services to individuals with regard to checking accounts, such as (i) supplying a debit card; (ii) supplying ten checks per month to accountholders who meet the requirements to use checks, according to the applicable rules; (iii) supplying a second debit card (except in cases of loss, theft, damage and other reasons not caused by the bank); (iv) allowing up to four withdrawals per month, which can be made at the branch of the bank, using checks or additional checks or ATM terminals; (v) supplying up to two statements describing the transactions during the month, to be obtained through ATM terminals; (vi) facilitating inquiries over the Internet; (vii) effecting up to two transfers of funds between accounts held by the same bank, per month, at the branch, through ATM terminals or over the Internet; (viii) clearing checks; and (ix) supplying a consolidated statement describing, on a month-by-month basis, the fees charged over the previous year with regard to checking accounts and savings accounts. Certain services rendered to individuals with regard to savings accounts also fall under the category of essential services and, therefore, are exempt from the payment of fees.

Priority services are the ones rendered to individuals with regard to checking accounts, transfers of funds, credit transactions and records and are subject to the collection of fees by the financial institutions only if the service and its nomenclature are listed in Memorandum 3,371, which defines standardized nomenclature for services and their delivery channels, acronym identification and the events triggering such services. In addition, Resolution No. 3,518 also states that commercial banks shall offer to their individual clients a “standardized package” of priority services, whose content is defined by Memorandum 3,371. Banking clients shall have the option to acquire services individually, instead of adhering to the package.

The regulation authorizes financial institutions to collect fees for the performance of specific services, provided that the account holder or user shall be informed of the conditions of use, or the fee and charging method are defined in the contract. Some such specific services are (i) approval of signatures; (ii) management of investment funds; (iii) rental of safe deposit boxes; (iv) courier services; and (v) custody and brokerage services.

The collection of fees in exchange for the supply of special services (including, among others, services relating to rural credit, the currency exchange market and theon-lending of funds from the real estate financial system) are still governed by the specific provisions found in the laws and regulations relating to such services.

In addition, CMN regulations establish that all debits related to the collection of fees shall be charged to a bank account only if there are sufficient funds to cover such debits in the account, thus forbidding overdrafts caused by the collection of banking fees. Furthermore, a minimum of 30 days’ notice shall precede any increase or creation of fees, while fees related to priority services and the “standardized package” can be increased only after 180 days from the date of the last increase (whereas reductions can take place at any time).

Anti-money laundering regulations

The Brazilian Anti-Money Laundering Law (Law No. 9,613, as amended, or “AML”) makes it a crime to hide or disguise the nature, origin, location, disposal, movement or ownership of goods, rights or finances coming, directly or indirectly, from the following crimes: (i) illegal trafficking of narcotic substances; (ii) terrorism and terrorism financing; (iii) smuggling or trafficking weapons or munitions; (iv) extortion through kidnapping; (v) acts against Brazilian public administration; (vi) acts against the national financial system; (vii) acts conducted by a criminal organization; or (viii) acts against a foreign public administration.

AML also created the Brazilian Financial Intelligence Unit and the Council of Control of Financial Activities (“COAF”), which operates under the Ministry of Finance. COAF has a central role in the Brazilian system of fighting money laundering and terrorism financing, and the legal responsibility to coordinate mechanisms for international cooperation and information exchange.

According to AML and complementary regulations enacted by the Central Bank, financial institutions must have internal controls procedures in order to:

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identify and know their customers, which includes determining whether the customer is a Politically-Exposed Person (“PEP”), as well as identifying the beneficial owners of transactions, if any. These records shall be kept up to date;

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maintain records of all financial services used by or transactions made on behalf of, or for, a customer. The record system shall allow the identification of any transaction or series of transactions involving amounts that exceed R$ 10,000.00 and belong to the same customer or conglomerate in one calendar month or reveal a pattern of activity that suggests a scheme to avoid identification;

Reference Form 2009 – Itaú Unibanco Holding S.A

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pay special attention to (i) transactions, or proposed transactions, that are unusual in relation to the parties involved, amounts, forms of execution and the instruments used, or that have no apparent economic or legal basis; (ii) transactions or proposed transactions involving PEPs; (iii) evidence of fraud in customer or transaction identification; (iv) transactions involving unidentifiable beneficial owners; (v) transactions dealing with countries that do not fully comply the Financial Action Task Force Recommendations; and (vi) situations where it is not possible to keep a customer’s identification records up to date. Financial institutions shall have enhanced monitoring programs, check if a certain customer or transaction has to be reported to COAF and evaluate if they want to begin or maintain a relationship with a customer;

•

report suspicious transactions to COAF, including all cash transactions equal to or above R$ 100,000.00, which shall be reported automatically on the day of the transaction;

•

keep the records referred to above for at least five years or ten years, depending on the nature of the information, even after ending a customer relationship or closing a transaction; and

•

maintain employee AML training.

Non-compliance with any of the obligations indicated above exposes the financial institution and its managers to penalties varying from fines (from 1.0% to 200.0% of the amount of the transaction, 200.0% of the profit generated thereby, or an amount up to R$ 200,000) to rendering its managers ineligible for the exercise of any office in financial institutions and the annulment of the financial institution’s license to operate.

The issuer and its subsidiary companies adopt an internal anti-money laundering policy. This policy comprises guidelines based on the Brazilian legislation and the best international practices. The subsidiary companies located abroad follow both the issuer’s internal policies and the local regulations, and the most restrictive requirements regarding each obligation are applicable to them.

Politically-Exposed Persons - PEPs

PEPs are public agents who occupy or have occupied a relevant public function (for example Heads of State or of government, senior politicians, senior government, judicial or military officials, senior executives of state owned corporations, important political party officials), over the past five years, in Brazil or other countries, territories and foreign jurisdictions. The category also includes their family members and close associates. Financial institutions shall develop and implement internal procedures to identify PEPs and obtain the special approval of their directors prior to establishing any relationship with those individuals. They shall also adopt reinforced and continuous surveillance actions with regard to transactions with PEPs and report all suspicious transactions to COAF.

The issuer and its subsidiary companies adopt an internal police on restrictions applicable to PPEs. This policy comprises guidelines based on the Brazilian legislation and the best international practices. The subsidiary companies located abroad follow both the issuer’s internal policies and the local regulations, and the most restrictive requirements regarding each obligation are applicable to them

Banking secrecy

Financial institutions shall maintain the secrecy of their banking operations and the services provided to their customers. The only circumstances in which information about the clients, services or operations of Brazilian financial institutions or credit card companies may be disclosed to third parties are the following: (i) the disclosure of information with the express consent of the interested parties; (ii) the exchange of information between financial institutions for record purposes; (iii) the provision to credit reference agencies of information based on data from the records of subscribers of checks drawn on accounts without sufficient funds and defaulting debtors; (iv) the provision by financial institutions and credit card companies to competent authorities of information relating to the occurrence of, or suspicions as to, a criminal or other unlawful act; (v) the disclosure of information as otherwise expressly allowed by Supplementary Law No. 105 of January 10, 2010; and (vi) the disclosure of information in compliance with a judicial order. Supplementary Law No. 105 also allows the Central Bank or the CVM to exchange information with foreign governmental authorities pursuant to an existing treaty.

Reference Form 2009 – Itaú Unibanco Holding S.A

Regulation of Internet and electronic commerce

Although Brazil does not have comprehensive legislation regulating electronic commerce, the President adopted Provisional Measure No. 2,200 on June 28, 2001 to govern the legal validity of electronic documents in Brazil and to establish a government controlled digital certification system, which will guarantee the authenticity, integrity and legal validity of electronic documents and ensure the security of electronic transactions.

Nevertheless, the widespread use of digital certification and the improvement of systems of electronic commerce in Brazil still depend on extensive regulation. Thus, there are currently several bills dealing with Internet and electronic commerce regulation in process in the Brazilian Congress. The proposed legislation, if enacted, will reinforce the legal effect, validity and enforceability of information in the form of electronic messages, allowing parties to enter into an agreement, make an offer and accept one through electronic messages.

Considering the increasing use of electronic channels in the Brazilian banking sector, the CMN enacted Resolution No. 2,817 on February 22, 2001, as amended by Resolution No. 2,953 of April 25, 2002, allowing the opening of deposit accounts with banks and other financial institutions by electronic means, which includes the Internet, ATM machines, telephone and other distance communication channels. This regulation sets forth some specific rules on opening and moving accounts via electronic means: (i) all requirements contained in Resolution No. 2,025 for the verification of the identity of the customer shall be fulfilled; (ii) transfers of amounts are allowed only between similar accounts that have exactly the same accountholders or in the event of the liquidation of investment products and funds held by the same accountholders.

On March 26, 2009, the CMN approved Resolution No. 3,694 requiring that all financial institutions that offer products and services to their clients through electronic means shall guarantee security, secrecy and reliability in all electronic transactions and disclose, in clear and precise terms, the risks and responsibilities involving the product or service acquired through such channel.

The Consumer Defense Code and banking client protection regulations

In 1990, the Brazilian Consumer Defense Code (Código de Defesa do Consumidor or “CDC”) was enacted to establish rules to govern the relationship between product and service providers and consumers, and to protect consumers. After a long controversy over the extent to which CDC applies to financial services, the Brazilian Supreme Court ruled that the CDC also applies to transactions between financial institutions and their clients. Based on this decision, CMN and the Central Bank have focused their regulation and supervisory role on issues that are specific to financial services, which include: (i) ombudsman services organized as a free communication channel between customers and financial institutions under the supervision of an ombudsman officer (Resolution No. 3,477); (ii) rules for the early liquidation of loans (Resolution No. 3,516); (iii) standards for disclosure and transparency requirements for consumer credit products and financial services, such as the total cost of credit transactions, fees charged and rights and responsibilities and risks involved in any financial transaction (Resolution No. 3,517 and Resolution No. 3,694).

Besides the banking client protection regulation enforced by CMN and the Central Bank, the basic consumer rights guaranteed by the CDC regarding the relationship between financial institutions and their clients include: (i) the imposition of a reverse burden of proof in court; (ii) the obligation of financial institutions to ensure that customers are fully aware of all contractual clauses, including responsibilities and penalties applicable to both parties, in order to protect against abusive practices; (iii) the prohibition of financial institutions from releasing misleading or abusive publicity or information about their contracts or services; (iv) the liability of financial institutions for any damages caused to their customers by misrepresentations in their publicity or the information provided; and (v) the need for interest charges in connection with personal credit and consumer directed credit transactions to be proportionally reduced in the case of early payment of debts.

Antitrust regulations

Generally, transactions resulting in economic concentration, either through: (i) the merger or incorporation of companies; (ii) the organization of companies to control other companies; or (iii) any kind of corporate grouping resulting in control of 20% or more of a relevant market, or in which any of the participants has registered an annual gross revenue in its last balance sheet equivalent to R$ 400 million or more, shall be submitted to the Sistema Brasileiro de Defesa da Concorrência (“SBDC”) for approval. CADE, the decision-making body of the SBDC, may approve a transaction without restrictions, approve it with restrictions or not approve it.

Currently, financial conglomerates submit proposals for merger and acquisitions transactions in various industries, including the insurance and pension plan industries, to SBDC for approval. Merger and acquisition transactions in the banking industry, however, must be submitted to the Central Bank, since financial institutions depend on the approval of the Central Bank in order to merge with or acquire other financial institutions.

Reference Form 2009 – Itaú Unibanco Holding S.A

A decision is pending as to whether a specific degree of economic concentration in the banking industry should also be subject to the approval of the SBDC in a case currently before the STJ.

Although the outcome of this case would not automatically become a binding precedent for banks in general, a decision ruling that the SBDC had the power to decide on the specific transaction under judgment could nevertheless make it advisable for financial institutions to submit plans for any merger or acquisition transactions in the banking industry to the SBDC, in addition to the submission of plans for such transactions to the Central Bank.

Asset management regulations

Asset management is regulated by the CMN and the CVM. CMN and CVM regulations stipulate that institutions shall segregate their asset management activities from their other activities.

The asset management industry is also self-regulated by ANBID, which enacts additional rules and policies, especially with respect to the offering, marketing and advertising of financial products and services.

Investment funds are subject to the regulation and supervision of the CVM and are managed by companies authorized by the CVM to manage investment fund portfolios. Investment funds may invest in instruments available in the financial and capital markets, including fixed income instruments, stocks, debentures and derivative products, provided that, in addition to the denomination of the fund, a reference to the relevant type of fund is included.

According to CVM Instruction No. 409, of August 18, 2004, as amended, investment funds may be classified as (i) short- term funds; (ii) referenced funds; (iii) fixed income funds; (iv) stocks funds; (v) exchange funds; (vi) external debt funds; or (vii) multi-market funds.

Investment funds may not:

• Have more than 5.0% of the equity when the Issuer is a natural person or private company that is not a publicly-held company or financial institution authorized by the Central Bank,

• Have more than 10.0% of the equity of the fund when the Issuer is a publicly-held company,

• Have more than 10.0% of the equity of the fund when the Issuer is an investment fund, and

• Have more than 20.0% of the equity of the fund when the Issuer is a financial institution authorized by the Central Bank.

In addition, the CVM regulations establish criteria for the registration and accounting evaluation of titles, securities, financial instruments and derivatives. Pursuant to such regulations, fund managers shall mark their securities to market; hence, the fund’s portfolio assets shall be accounted for at their fair market value, instead of their expected yield to maturity.

Leasing regulations

The basic legal framework governing leasing transactions is established by Law No. 6,099 of September 12, 1974, as amended, and the regulations there under it by the CMN from time to time, in particular CMN Resolution No. 2,309.

Law No. 6,099, as amended, sets forth the general guidelines for the legal treatment of leasing transactions and delegates to the CMN, the regulator and supervisor of the financial system, the competency to scrutinize leasing companies and their transactions in greater detail. Through Resolution No. 2,309, the CMN and the Central Bank of Brazil supervise and control the transactions entered into by leasing companies. Furthermore, the laws and regulations applicable to financial institutions, such as those related to reporting requirements, capital adequacy and leverage, asset composition limits and the treatment of doubtful loans, are generally also applicable to leasing companies.

Reference Form 2009 – Itaú Unibanco Holding S.A

Insurance

The Brazilian insurance system is governed by three regulatory agencies: the Brazilian Private Insurance Council (Conselho Nacional de Seguros Privados – “CNSP”), SUSEP and the Supplementary Health Insurance Agency (Agência Nacional de Saúde Suplementar – “ANS”). With government approval, an insurance company may offer all types of insurance with the exception of workers’ compensation insurance, which is provided exclusively by the National Institute of Medical Assistance and Social Welfare (Instituto Nacional de Seguridade Social – “INSS”). Insurance companies shall sell policies through qualified brokers. In accordance with Brazilian insurance legislation, health insurance shall be sold separately from other types of insurance by a specialized insurance company that is subject to the rules of the ANS, the agency responsible for private health insurance.

Insurance companies have to set aside reserves to be invested in specific types of security. As a result, insurance companies are among the main investors in the Brazilian financial market and are subject to the rules of the CMN regarding the investment of technical reserves.

Insurance companies are exempt from ordinary bankruptcy procedures and instead are subject to a special procedure administered by SUSEP or by ANS, the insurance sector regulators, except when the assets of the insurance company are not sufficient to guarantee at least half of the unsecured credits or procedures are in progress relating to acts that may be considered bankruptcy-related crimes. Dissolutions may be either voluntary or compulsory. The Minister of Finance is responsible for the compulsory dissolutions of insurance companies under SUSEP regulations and ANS is responsible for the dissolution of health insurance companies.

There is currently no restriction on foreign investments in insurance companies.

According to Brazilian law, insurance companies shall buy reinsurance to the extent that their liabilities exceed their technical limits under SUSEP rules.

For several years, reinsurance activities in Brazil were carried out on a monopoly basis by the Brazilian Reinsurance Institute, (“IRB” – Brasil Resseguros S.A). On January 16, 2007, Complementary Law No. 126 came into force, providing for the opening of the Brazilian reinsurance market to other reinsurance companies. This complementary law specifically established new policies related to reinsurance, retrocession and its intermediation, coinsurance operations, contracting insurance products abroad and insurance sector foreign currency operations.

The main changes introduced by Complementary Law No. 126/07 are summarized below. Three types of reinsurers are established by the law:

local reinsurer: a reinsurer with its head office in Brazil, incorporated as a corporation (sociedade por ações) and having as its exclusive purpose the performance of reinsurance and retrocession transactions;

admitted reinsurer: a non-resident reinsurer, registered with SUSEP to carry out reinsurance and retrocession transactions, with a representative office in Brazil, which complies with the requirements of Complementary Law No. 126/07 and the applicable rules regarding reinsurance and the reassignment of reinsurance activities; and

eventual reinsurer: a non-resident reinsurer, registered with SUSEP to carry out reinsurance and retrocession transactions, without a representative office in Brazil, which complies with the requirements of Complementary Law No. 126/07 and the applicable rules regarding reinsurance and retrocession activities.

An eventual reinsurer cannot be resident in a country considered to be a tax-haven jurisdiction, that does not tax income or tax it using a rate lower than 20% or that does not disclose information about its ownership structure.

Admitted or eventual reinsurers shall comply with the following minimum requirements:

• to be duly incorporated, according to the laws of their countries of origin, in order to underwrite local and international reinsurance in the fields in which that they intend to operate in Brazil and present evidence that they have carried out their operations in their respective countries of origin for at least five years;

• to have economic and financial capacity equal to or higher than the minimum to be established by CNSP;

Reference Form 2009 – Itaú Unibanco Holding S.A

• to have a rating issued by rating agencies recognized by SUSEP equal to or higher than the minimum to be established by CNSP;

• to have a duly appointed resident attorney-in-fact in Brazil with full administrative and judicial powers;

• to comply with additional requirements established by CNSP and SUSEP.

• In addition to the requirements mentioned above, an admitted reinsurer shall keep a foreign currency account with SUSEP and periodically submit financial statements to SUSEP, pursuant to the rules enacted by CNSP.

Entering into reinsurance and retrocession contracts in Brazil or abroad shall occur either through direct negotiation between the involved parties or through an authorized broker. Foreign reinsurance brokers may be authorized to operate in Brazil, according to the law and additional requirements established by SUSEP and CNSP.

Reinsurance operations relating to survival life insurance and private pension plans may only be offered by local reinsurers.

With due observance of the rules to be enacted by CNSP, insurance companies, when transferring their risks in reinsurance, will have to offer 40% of the risks to local reinsurers (preemptive rights).

The technical reserves of local reinsurers and funds deposited in Brazil for the purpose of guaranteeing admitted reinsurers’ local activities will be managed according to the rules of the CMN. IRB continues to be authorized to carry out reinsurance and retrocession activities in Brazil as a local reinsurer.

b) the Issuer’s environmental policy and costs incurred in complying with environmental regulation and, if applicable, with other environmental practices, including the adherence to international environmental protection standards

Environmental issues affect operations and relationships with clients. Itaú Unibanco follows internationals standards, such as the Global Compact, and has its own policies to guide its activities.

Operations

As regards our operations (administrative buildings and branch network management), the Bank follows the state and federal regulations on environmental issues. In 2009, the Bank did not pay any fines nor were any monetary sanctions imposed in relation to non-compliance with environmental laws and regulations.

The Bank seeks to have the best practices for the implementation of eco-efficiency throughout the conglomerate.

Itaú Unibanco’s Sustainability Policy provides the following guidelines on environmental aspects:

Support market mechanisms and internal policies that promote respect for the environment, quality of life and the maintenance of biodiversity;

Develop and improve mechanisms and internal policies on the management of the indirect environmental impacts of financial operations;

Mitigate the direct environmental impacts of operations.

The eco-efficiency plan scope for the conglomerate takes into consideration the following items

Use of materials;

Greenhouse Gas (“GHG”) emission (including an inventory audited in 2009);

Consumption of electrical energy;

Consumption of water;

Waste management (with a selective garbage collection program).

In the Itaú Unibanco Sustainability Annual Report it is possible to see data on our consumption and practices regarding all of these items.

We can also highlight some practices that are differentiated:

Reference Form 2009 – Itaú Unibanco Holding S.A

TI Verde (Green IT)

The energy efficiency actions aim at ensuring the proper use of space and reducing energy consumption. In 2009, the updating of hardware and mainframes, the consolidation and virtualization of servers, the acquisition of precision cooling machines, the virtualization of desktops and the replacement of CRT with LCD monitors saved about 1,900 MWh, which is equivalent to R$ 590,000.

The use of voice mail, smartphones, printing management tools and videoconference rooms – with average use of 160 times a month – avoided many trips, consumption of resources and, consequently, greenhouse gas (GHG) emissions. At the end of 2009, three telepresence rooms were implemented. They simulate a real meeting environment and, in 2010, another room will become operational, thus avoiding many trips.

The proper disposal of obsolete electronic equipment is an initiative that helps with the reuse of materials, which, after being refurbished, can be used as raw materials for other ends, without requiring an overexploitation of natural resources, in addition to reducing the risks to health (some heavy metals can cause irreversible damages to the brain if they contaminate the soil or water tables), which could arise with the unsafe disposal of such materials. In 2009, the Bank sustainably disposed of of electronic garbage totaling around 118 tonnes as a result of the replacement of obsolete IT equipment. Of this, 98% was reused after being refurbished and the remaining 2% was treated in accordance with the guidelines of environmental bodies and the legislation in effect.

Bandeirantes Thermoelectric Power Plant (“UTEB”)

This power plant is managed by the Bank and produces electricity from the biochemical gas generated and collected from the Bandeirantes sanitary landfill site, located at Km 26 of the Bandeirantes highway, in the district of Perus, São Paulo.It generated 107,703 thousand carbon credits in 2009, corresponding to 378,964 thousand tonnes of carbon that have not been discharged.

The UTEB brings environmental benefits because it prevents the release of methane, one of the greenhouse gases, into the air. For this reason, it is authorized to issue carbon credits, which are sold to industrial companies in countries that have emission reduction targets agreed upon under the Kyoto Protocol.

Itaú Unibanco uses the renewable energy produced by UTEB to supply six administrative buildings. In 2009, total energy consumed at these units was 49,000 MWh. For 2010, the target is to supply another administrative center with the energy generated by UTEB and to consume 60,000 MWh.

Clients

In the relationship with clients, we also take environmental issues into consideration in the relationship with clients. In 2009, we joined the Green Protocol, which is a commitment to only grant financing to companies or projects that are committed to sustainability issue.

Itaú Unibanco is making efforts to improve its social and environmental risk management, making assessments of its loan operations. The Bank is also the main world leader of the Equator Principles. Appointed to the chair of its Steering Committee on September 23, 2008, it became the first financial institution to take this position, and remained in office until March 15, 2010.

Taking on this challenge allowed Itaú Unibanco to consolidate and share its experience in social and environmental risk management policies. In October 2009, for example, the Bank led, together with the International Finance Corporation (“IFC”), the financial arm of the World Bank for private investments, and with other banks that are part of the Steering Committee of the Equator Principles, led discussions at the meeting held as part of the IFC Performance Standards Review and Consultation process that took place in London.

The financial institutions that decide (voluntarily) to join the Equator Principles undertake to follow social and environmental criteria established by them for the concession of credit to projects of which the worth is equal to or higher than US$ 10 million (project finance operations, as defined in the Basel II Accord), in addition to the criteria established by the IFC Performance Standards and the Environmental, Health and Safety (EHS) Guidelines defined by the World Bank and which are known worldwide.

The Equator Principles address, among other issues, the following:

the protection of human rights and community health, safety and security

the protection of the cultural property and heritage

Reference Form 2009 – Itaú Unibanco Holding S.A

land acquisition and involuntary resettlement

impacts on indigenous peoples, and their unique cultural systems and values

pollution prevention and waste minimization, pollution controls, and solid and chemical waste management

the sustainable management of natural resources and biodiversity

labor and employment conditions

In addition to the commitments assumed with its adherence to the Equator Principles, Itaú Unibanco created, in 2007, the Social and Environmental Risk Policy on loans to corporate clients. The initiative represents the Bank’s commitment to integrate social and environmental criteria into the credit decision-making process. In the application of the policy, the institution seeks to assess the social and environmental risk of financing projects and clients’ activities, the latter by means of an analysis of their social and environmental risk management abilities.

It is possible to find details of the number of projects assessed and the amount of financing they received in the Sustainablity Report.

c) dependence on relevant patents, trademarks, licenses, concessions, franchises, and royalty contracts for developing activities

The most relevant brands of the Issuer or its subsidiaries and which are used in the performance of their activities are “ITAÚ”, “ITAÚ PERSONNALITÉ”; “UNICLASS”; “ITAÚ BBA”; “ITAUCARD”; “HIPERCARD”; “UNIBANCO” and “GARANTECH”. These brands are deposited or registered with the INPI – (the National Institute of Industrial Property), which is the body responsible for the registration of brands and patents in Brazil, in the fields of activity in which the Issuer and its subsidiaries operate.

On October 28, 2008, the INPI recognized the brand “ITAÚ” as having special status because it is well known by the general public, particularly because of its tradition, positive image, quality and the trust that the products and services that carry the brand receive from consumers. With this INPI decision, the “ITAÚ” brand started to receive special protection in all fields of activity.

We believe that the brands of the Issuer and its subsidiaries play an important role in the performance of our activities and we implemented a policy for the protection of our brands which also involves the deposit of new brands and the extension of the brands in effect. In addition to the relevant brands deposited and/or registered in Brazil and abroad, the details of which are listed in item 9.1 (b), the Issuer and its subsidiaries are engaged in the application process for the registration of many other brands. We consider that the chance of loss of these brands is very remote.

7.6. With respect to the countries in which the obtains substantial revenue, please identify: a) Revenue arising from clients from the country where the is headquartered and their share in the total net revenue; b) Revenue arising from clients from each foreign country and their share in the total net revenue; c) Total revenue arising from foreign countries and their share in the Issuer’s total net revenue

There is no relevant revenue in the Company arising from countries other than Brazil.

7.7. With respect to the foreign countries disclosed in item 7.6, please state the extent to which the Issuer is subject to regulation in these countries and how this regulation affects the Issuer’s business

Not applicable.

7.8. Describe relevant long-term relationships of the Issuer that are not mentioned anywhere else in this form

All the long-term relationships that have significantly affected operating performance were commented on in the other items of this form.

7.9. Supply other information that the Issuer may deem relevant

All the information that has significantly affected operating performance was commented on in the other items of this form.

Reference Form 2009 – Itaú Unibanco Holding S.A

ITEM 8 – ECONOMIC GROUP

8.1. Describe the economic group in which the Issuer is inserted, indicating

a) direct and indirect controlling shareholders

Direct Controlling Companies

Itaúsa - Investimentos Itaú S.A.

IUPAR - Itaú Unibanco Participações S.A.

Indirect Controllers

Alfredo Egydio Arruda Villela Filho

Alfredo Egydio Setubal

Ana Lúcia de Mattos Barretto Villela

Beatriz de Mattos Setubal

Bruno Rizzo Setubal

Camila Rizzo Setubal

Carolina Marinho Lutz Setubal

Cia. E.Jonhston de Participações

Companhia ESA

Estate of Olavo Egydio Setubal

Fernando Roberto Moreira Salles

Fernando Setubal Souza e Silva

Gabriel de Mattos Setubal

Guilherme Setubal Souza e Silva

João Moreira Salles

José Luiz Egydio Setubal

Julia Guidon Setubal

Luiza Rizzo Setubal

Maria Alice Setubal

Maria de Lourdes Egydio Villela

Mariana Lucas Setubal

Marina Nugent Setubal

Olavo Egydio Setubal Júnior

Paula Lucas Setubal

Paulo Egydio Setubal

Paulo Setubal Neto

Pedro Moreira Salles

Ricardo Egydio Setubal

Ricardo Villela Marino

Roberto Egydio Setubal

Rodolfo Villela Marino

Tide Setubal Souza e Silva Nogueira

Walther Moreira Salles Júnior

b) subsidiary and affiliated companies

c) the Issuer’s ownership interests in group companies

d) group companies’ ownership interests in the Issuer

e) companies under common control

Table refers to items “b” and “e”

Companies	Equity share in voting capital (%)		Equity share in capital (%)		Subsidiary or affiliated company
Domestic
Itaú Unibanco S.A.		100,00		100,00	Subsidiary
Banco Itaú BBA S.A.		57,55		78,77	Subsidiary
Itauseg Participações S.A.		48,76		48,76	Subsidiary
Banco Itaucard S.A. (9.2)		1,50		2,02	Subsidiary
Itaú BBA Participações S.A.		100,00		100,00	Subsidiary
Itaú Corretora de Valores S.A. (9.2)		-		3,58	Subsidiary
Foreign
Itaú Chile Holdings, Inc.		100,00		100,00	Subsidiary
Banco Itaú Uruguay S.A.		100,00		100,00	Subsidiary
Oca S.A.		100,00		100,00	Subsidiary
Oca Casa Financiera S.A.		100,00		100,00	Subsidiary
Aco Ltda.		99,24		99,24	Subsidiary

Reference Form 2009 – Itaú Unibanco Holding S.A

8.2.	Should the Issuer wish, please insert a flowchart of the economic group in which the Issuer is included, provided that it is compatible with the information presented in item 8.1

Obs: Directly and indirectly owned shares.

Base-date: 06/11/2010

8.3. Describe corporate restructuring transactions, such as takeovers, mergers, spin-offs, acquisitions of shares, disposals and acquisitions of shareholding control, and acquisitions and disposals of important assets that the group has carried out

Item 6.5 of this Reference Form contains the information relating to the main corporate events involving the Issuer, its subsidiaries and affiliates.

8.4. Supply other information that the Issuer may deem relevant

None.

Reference Form 2009 – Itaú Unibanco Holding S.A

ITEM 9 - RELEVANT ASSETS

9.1. Describe the noncurrent assets that are relevant for the development of the Issuer’s activities, indicating in particular:

a) property, plant and equipment, including that under rental or lease agreement, identifying their location

Real estate properties

We are the owners of the head office, located in São Paulo, Brazil, in addition to other administrative buildings. The head office, the main administrative centers and the main activities developed there are as follows:

Centro Empresarial Itaú Conceição, located at Praça Alfredo Egydio de Souza Aranha, 100, São Paulo - head office, commercial area, back-offices and main administrative areas;

Centro Administrativo Tatuapé, located at Rua Santa Virgínia/Rua Santa Catarina, 299, São Paulo – administrative center;

Centro Técnico Operacional, located at Avenida do Estado, 5,533, São Paulo – data processing center;

Retail and investment bank at our rented office located at Avenida Brigadeiro Faria Lima, 3400, 3rd to 12th floor, São Paulo.

Centro Administrativo Unibanco, located at Rua João Moreira Sales, 130 – Jardim Monte Alegre – São Paulo – administrative and data processing center;

Edifício Unibanco, located at Av. Eusébio Matoso, 891 – Pinheiros – São Paulo – administrative center;

Edifício Boa Vista, located at Rua Boa Vista, 162 – São Paulo – administrative center;

Edifício Barão de Iguape, located at Praça do Patriarca, 30 / Rua Direita, 250 – São Paulo – administrative center;

We also rent from third parties part of our administrative offices and most of our branches at market prices, with renewable agreements, the terms of which end between the first half of 2010 and the third quarter of 2029. We are the owners of 16% of our administrative properties and branches (including ATMs, parking lots and service centers) and we rent the remaining 84%. Taking into consideration only the administrative buildings and branches, we own 33% of the properties and we rent the remaining 67%.

b) patents, trademarks, licenses, grants, franchises and technology transfer agreements, including: :

(I) and (II) Duration and Territory Affected

Brands

In Brazil, the property of a brand is acquired by means of registration validly issued by the INPI and the its exclusive use in Brazilian territory is assured to the holder. The registration of the brand is valid for ten years from the date it is granted by the INPI and may be extended for equal and successive periods.

The grant and due dates of the registrations and registration application deposits of the relevant brands mentioned in item 7.5 “c”, registered in Brazil, as well as other information on these brands, are mentioned in Table I below.

The effective terms and requirements for the extension of brands abroad depend on the legislation of each country or region in which the brand is registered. The location and grant and due dates of the registrations of the relevant brands mentioned in item 7.5 “c”, as well as other information on these brands, are mentioned in Table II below.

Reference Form 2009 – Itaú Unibanco Holding S.A

TABLE I – Patents of the Issuer and its subsidiaries in Brazil

Brand	Form of presentation1	Process #	Class	Registration deposit/grant date	Registration due date
ITAÚ	Combination	821675206	36	10/05/2004	10/05/2014
ITAÚ	Combination	821675184	36	10/05/2004	10/05/2014
ITAÚ	Combination	824732430	36	03/11/2008	03/11/2018
ITAÚ	Combination	824732448	36	03/11/2008	03/11/2018
ITAÚ	Combination	825754364	36	07/03/2007	07/03/2017
ITAÚ	Combination	825754372	36	05/22/2007	05/22/2017
ITAÚ	Combination	826095640	36	02/10/2009	02/10/2019
ITAÚ	Combination	826095631	36	01/22/2008	01/22/2018
ITAÚ	Combination	821594052	36	05/18/2004	05/18/2014
ITAÚ	Word	006117066	36: 10/60/70	07/25/1975	07/25/2015
ITAÚ	Combination	816518025	36: 10/60/70	09/21/1993	09/21/2013
ITAÚ	Word	825008336	36	02/10/2009	02/10/2019
ITAÚ	Word	811883132	40: 10/15	10/06/1987	10/06/2017
ITAÚ	Word	770163831	40: 03/316/50	04/24/1984	04/24/2014
ITAÚ PERSONNALITÉ	Combination	825803861	36	07/03/2007	07/03/2017
ITAÚ PERSONNALITÉ	Word	825803853	36	07/03/2007	07/03/2017
ITAÚ PERSONNALITÉ	Combination	826010113	36	04/28/2009	04/28/2019
PERSONNALITÉ	Word	819956465	36: 10/60/70	09/21/1999	09/21/20022
PERSONNALITÉ	Combination	822288567	36	04/19/2005	04/19/2015
UNICLASS	Word	820136557	36: 10	10/05/1999	10/05/20093
UNICLASS	Word	901330027	36	11/26/2008
UNICLASS	Combination	901330060	36	11/26/2008
ITAÚ BBA	Word	826778020	36	04/01/2008	04/01/2018
ITAÚ BBA	Combination	827992157	36	12/08/2005
ITAÚ BBA	Combination	827992203	36	12/08/2005
ITAUCARD	Combination	822431505	36	07/13/2000
ITAUCARD	Combination	828536236	36	07/22/2008	07/22/2018
ITAUCARD	Word	813987431	36: 10/60/70	10/24/1989	10/24/20094
HIPERCARD	Combination	816007330	36: 60	09/01/1992	09/01/2012
HIPERCARD	Word		36	02/11/20105
HIPERCARD	Combination		36	02/11/20106
HIPERCARD	Combination		36	02/11/20107
UNIBANCO	Word	819701025	36: 60	06/29/1999	06/29/20038
UNIBANCO	Combination	820103764	36: 10	10/05/1999	10/05/20049
UNIBANCO	Word	007055820	36	01/25/1980	01/25/2010
UNIBANCO	Combination	007055943	36	01/25/1980	01/25/2010
UNIBANCO	Combination	790065320	36	10/13/1981	10/13/2011
UNIBANCO	Combination	817463151	36: 10	10/24/1995	10/24/2015
UNIBANCO	Word	822310651	36	02/13/2007	02/13/2017
UNIBANCO	Word	007142129	36	06/10/1980	06/10/2010
UNIBANCO	Combination	007142137	36	06/10/1980	06/10/2010
UNIBANCO	Word	007142188	36	06/10/1980	06/10/2010
UNIBANCO	Combination	007142196	36	06/10/1980	06/10/2010
UNIBANCO	Word	816166978	36: 10	11/09/1993	11/09/2013
UNIBANCO	Combination	816168610	36: 10	11/09/1993	11/09/2013
UNIBANCO	Combination	006603513	16: 10/20/30	10/10/1977	10/10/200510
UNIBANCO	Word	007055838	36	01/25/1980	01/25/2010
UNIBANCO	Combination	007055951	36	01/25/1980	01/25/2010
GARANTECH	Combination	822116847	36	03/31/2000

1 The brands may have different forms of presentation. The word brand is that composed of one or more words in the broad sense of the Roman alphabet, including neologisms and combinations of letters and/or Roman and/or Arabic numbers. The combination brand is that composed of word and figure elements, including, of stylized word elements. The figure brand is that composed only of figure elements, such as symbols, drawings, illustrations, images, etc. The three-dimensional brand is that composed of the shape in plastic of a product or its packaging.

2 Registration in process of renewal.

3 Registration in process of renewal.

4 Registration in process of renewal..

5 Brand deposited and awaiting publication by INPI.

6 Brand deposited and awaiting publication by INPI.

7 Brand deposited and awaiting publication by INPI.

8 Registration in process of renewal.

9 Registration in process of renewal.

10 Registration in process of renewal.

Reference Form 2009 – Itaú Unibanco Holding S.A

TABLE II – Patents of the Issuer and its subsidiaries abroad

Country

Brand

Form of

presentation11

Process #12

Class

Registration

grant date

Registration due

date

Germany

ITAÚ

Word

1033726

05/26/1982

11/30/2011

Germany

ITAÚ

Combination

30715203

04/23/2007

03/31/2017

Germany

ITAÚ

Combination

30715202

04/23/2007

03/31/2017

Germany

ITAÚ BBA

Word

30456801

11/15/2004

10/04/2014

Germany

ITAÚ BBA

Combination

30756515

01/09/2008

08/29/2017

Germany

ITAÚ BBA

Combination

30756514

01/09/2008

08/29/2017

Argentina

ITAÚ

Combination

2.149.988

03/29/2007

03/29/2017

Argentina

ITAÚ

Combination

2.149.989

03/29/2007

03/29/2017

Argentina

ITAÚ BBA

Word

2.163.719

06/12/2007

06/12/2017

Argentina

ITAÚ PERSONNALITÉ

Combination

2712252

11/30/2007

11/30/2017

Argentina

ITAÚ PERSONNALITÉ

Combination

2712251

11/30/2007

11/30/2017

Argentina

ITAÚ PERSONNALITÉ

Word

2721973

10/22/2008

10/22/2018

Aruba

ITAÚ

Word

26.326

02/13/2007

01/10/2017

Aruba

ITAÚ

Combination

26.325

02/13/2007

01/10/2017

Aruba

ITAÚ BBA

Combination

26837

11/19/2007

09/23/2017

Barbados

ITAÚ

Word

81/10475

12/22/1999

12/22/200913

Barbados

ITAÚ BBA

Word

81/20258

02/21/2006

02/21/2016

Bahrain

ITAÚ

Word

SM239

12/12/2002

12/12/2012

Bahrain

ITAÚ BBA

Word

44512

06/04/2005

06/04/2015

Benelux

(Belgium, the Netherlands and Luxembourg)

ITAÚ BBA

Word

0762143

04/01/2005

10/01/2014

Benelux

(Belgium, the Netherlands and Luxembourg)

ITAÚ BBA

Combination

0829942

11/07/2007

08/28/2017

Benelux

(Belgium, the Netherlands and Luxembourg)

ITAÚ BBA

Combination

0829943

11/07/2007

08/28/2017

Benelux (Belgium, the Netherlands and Luxembourg)

ITAÚ

Combination

375766

04/01/1982

10/08/2011

Benelux (Belgium, the Netherlands and Luxembourg)

ITAÚ

Word

811589

02/07/2007

11/03/2016

Benelux (Belgium, the Netherlands and Luxembourg)

ITAÚ

Combination

811601

02/07/2007

11/03/2016

Benelux (Belgium, the Netherlands and Luxembourg)

ITAÚ

Combination

811602

02/07/2007

11/03/2016

Bolivia

ITAÚ

Word

68428-A

10/24/1986

10/24/2016

Bolivia

ITAÚ

Combination

111652-C

11/19/2007

11/19/2017

Bolivia

ITAÚ

Combination

111655-C

11/20/2007

11/20/2017

Bolivia

ITAÚ BBA

Word

100925-C

09/27/2005

09/27/2015

Bolivia

ITAÚ BBA

Combination

113254-C

05/08/2008

05/08/2018

Bolivia

ITAÚ BBA

Combination

113145-C

05/06/2008

05/06/2018

Bolivia

UNIBANCO

Combination

70591-A

01/15/1998

01/15/2018

Canada

ITAÚ

Word

TMA280,633

06/17/1983

06/17/2013

Chile

ITAÚ

Word

691.151

36 and 42

02/02/1994

04/20/2014

Chile

ITAÚ

Word

778.915

09 and 16

01/31/2007

01/31/2017

Chile

ITAÚ

Word

785.441

35 and 38

04/24/2007

04/24/2017

Chile

ITAÚ

Combination

771.366

11/06/2006

11/06/2016

Chile

ITAÚ BBA

Word

785.368

04/24/2007

04/24/2017

Chile

ITAÚ BBA

Word

778.913

09 and 16

01/31/2007

01/31/2017

Chile

ITAÚ BBA

Combination

811.804

03/25/2008

03/25/2018

Chile

ITAÚ PERSONNALITÉ

Combination

797.031

09 and 16

09/21/2007

09/21/2017

Chile

ITAÚ PERSONNALITÉ

Combination

797.033

09 and 16

09/21/2007

09/21/2017

Chile

ITAÚ PERSONNALITÉ

Combination

797.032

35, 36 and 38

09/21/2007

09/21/2017

Chile

ITAÚ PERSONNALITÉ

Combination

797.034

35, 36 and 38

09/21/2007

09/21/2017

Chile

ITAÚ PERSONNALITÉ

Word

791.880

09 and 16

07/10/2007

07/10/2017

Chile

ITAÚ PERSONNALITÉ

Word

793.293

35, 36 and 38

07/27/2007

Chile

UNIBANCO

Word

595.975

06/23/1981

05/16/2011

China

ITAÚ BBA

Word

4114878

09/07/2007

09/06/2017

China

ITAÚ BBA

Combination

4963316

06/07/2009

06/07/2019

Singapore

ITAÚ

Word

T82/00274J

01/19/1982

01/19/2013

Singapore

ITAÚ

Word

T0624630H

11/15/2006

11/15/2016

Singapore

ITAÚ

Combination

T0624631F

11/15/2006

11/15/2016

Singapore

ITAÚ BBA

Word

T0417831C

10/19/2004

10/19/2014

Singapore

ITAÚ BBA

Combination

T0717809H

08/27/2007

08/27/2017

Colombia

ITAÚ

Word

122196

09/27/1993

09/27/2013

Colombia

UNIBANCO

Combination

192273

12/13/1996

12/13/2016

Costa Rica

ITAÚ

Word

68901

08/03/1988

08/03/2018

Costa Rica

ITAÚ

Combination

177173

06/26/2008

06/26/2018

Costa Rica

ITAÚ

Combination

172481

01/18/2008

01/18/2018

Costa Rica

ITAÚ BBA

Word

166792

03/23/2007

03/23/2017

Costa Rica

ITAÚ BBA

Combination

185776

02/02/2009

02/02/2019

Cuba

ITAÚ

Word

115.891

07/14/2006

07/24/2015

Cuba

ITAÚ BBA

Word

2005-0061

02/02/2005

02/02/2015

El Salvador

ITAÚ

Word

224/35

03/31/2005

03/31/2015

El Salvador

ITAÚ

Combination

206/96

11/29/2007

11/29/2017

El Salvador

ITAÚ

Combination

125/100

01/30/2008

01/30/2018

El Salvador

ITAÚ BBA

Word

7/53

12/05/2005

12/05/2015

El Salvador

ITAÚ BBA

Combination

210/137

06/05/2008

06/05/2018

El Salvador

ITAÚ BBA

Combination

15/109

06/24/2008

06/24/2018

Ecuador

ITAÚ

Word

1383

01/20/1986

01/20/2016

Ecuador

ITAÚ

Combination

2906-07

09/18/2007

09/18/2017

Ecuador

ITAÚ

Combination

2905-07

09/18/2007

09/18/2017

Ecuador

ITAÚ BBA

Word

19-06

09/28/2005

09/28/2015

Ecuador

ITAÚ BBA

Combination

781-08

01/02/2008

01/02/2018

Ecuador

ITAÚ BBA

Combination

782-08

01/02/2008

01/02/2018

Spain

ITAÚ

Combination

2783015

03/17/2008

07/17/2017

Spain

ITAÚ

Combination

2783020

03/17/2008

07/17/2017

Spain

ITAU BBA

Word

2.626.131

07/07/2006

12/03/2014

Spain

ITAU BBA

Combination

2.788.108

02/18/2008

08/28/2017

Spain

ITAU BBA

Combination

2.788.110

02/19/2008

08/28/2017

United States

ITAÚ

Word

1,198,257

06/15/1982

06/15/2012

United States

ITAÚ

Combination

2,677,383

01/21/2003

01/21/2013

United States

ITAÚ BBA

Word

3.738.187

01/12/2010

01/12/2020

United States

UNIBANCO

Word

2833632

04/20/2004

04/20/2010

United States

UNIBANCO

Word

3055811

01/31/2006

01/31/2016

United States

UNIBANCO

Combination

3055810

01/31/2006

01/31/2016

United States

UNIBANCO

Combination

2847172

06/01/2004

06/01/2014

Finland

ITAÚ

Word

239.535

05/31/2007

05/31/2017

Finland

ITAÚ

Combination

239536

05/31/2007

05/31/2017

Finland

ITAÚ

Combination

239537

05/31/2007

05/31/2017

Reference Form 2009 – Itaú Unibanco Holding S.A

Finland

ITAÚ BBA

Word

233.833

07/29/2005

07/29/2015

Finland

ITAÚ BBA

Combination

241.500

03/14/2008

03/14/2018

Finland

ITAÚ BBA

Combination

241.501

03/14/2008

03/14/2018

France

ITAÚ

Word

1.685.149

08/05/1991

08/05/2011

France

ITAÚ

Combination

73487254

03/09/2007

03/09/2017

France

ITAÚ

Combination

73486324

03/06/2007

03/06/2017

France

ITAÚ BBA

Word

043316239

10/04/2004

10/04/2014

France

ITAÚ BBA

Combination

073521260

08/27/2007

08/27/2017

France

ITAÚ BBA

Combination

073521258

08/27/2007

08/27/2017

France

UNIBANCO

Combination

1.209.813

07/22/1982

07/22/2012

Guatemala

ITAÚ

Word

52.745

06/05/1987

06/04/2017

Guatemala

ITAÚ

Combination

151998

09/19/2007

09/18/2017

Guatemala

ITAÚ

Combination

151960

09/19/2007

09/18/2017

Guatemala

ITAÚ BBA

Word

138025

09/20/2005

09/20/2015

Guiana

ITAÚ

Word

11461-A

05/04/2002

05/04/2016

Guiana

ITAÚ BBA

Word

<22.048 C>

10/02/2004

10/02/2014

Guiana

ITAÚ BBA

Combination

<22.624 C>

01/18/2008

08/29/2017

Haiti

ITAÚ

Word

272/148

12/27/1985

03/27/2011

Haiti

ITAÚ

Combination

190/157

10/10/2007

10/10/2017

Haiti

ITAÚ

Combination

191/157

10/10/2007

10/10/2017

Haiti

ITAÚ BBA

Word

225/146

06/08/2005

06/08/2015

Haiti

ITAÚ BBA

Combination

141/159

03/07/2008

03/07/2018

Haiti

ITAÚ BBA

Combination

140/159

03/07/2008

03/07/2018

Honduras

ITAÚ

Word

604

03/14/1988

03/14/2018

Honduras

ITAÚ

Combination

13693

07/31/2008

07/31/2018

Honduras

ITAÚ

Combination

13692

07/31/2008

07/31/2018

Honduras

ITAÚ BBA

Word

11003

11/25/2005

11/25/2015

Honduras

ITAÚ BBA

Combination

13377

05/16/2008

05/16/2018

Honduras

ITAÚ BBA

Combination

13378

05/16/2008

05/16/2018

Hong Kong

ITAÚ

Word

19841242

06/20/1984

11/10/2013

Hong Kong

ITAÚ

Word

300751888

11/01/2006

11/01/2016

Hong Kong

ITAÚ

Combination

300751879

11/01/2006

11/01/2016

Hong Kong

ITAÚ BBA

Word

300230813

06/10/2004

06/09/2014

Hong Kong

ITAÚ BBA

Combination

300942066

08/27/2007

08/26//2017

Cayman Islands

UNIBANCO

Combination

1325326

10/04/1995

10/28/2018

Ireland

ITAÚ

Word

236134

11/01/2006

11/01/2016

Ireland

ITAÚ

Combination

236170

11/01/2006

11/01/2016

Ireland

ITAÚ BBA

Word

230939

10/01/2004

10/01/2014

Ireland

ITAÚ BBA

Combination

237955

08/28/2007

08/28/2017

Italy

ITAÚ

Word

1236676

01/12/2010

01/12/2020

Italy

ITAÚ

Combination

1236683

01/12/2010

01/12/2020

Italy

ITAÚ

Combination

1236684

01/12/2010

01/12/2020

Italy

ITAÚ BBA

Word

0001102241

03/17/2008

03/17/2018

Jamaica

ITAÚ

Word

22.981

01/24/2007

03/14/2017

Jamaica

ITAÚ

Combination

50.052

01/14/2008

03/30/2017

Jamaica

ITAÚ BBA

Word

46357

01/12/2006

02/03/2015

Jamaica

ITAÚ BBA

Combination

51050

10/06/2008

10/25/2017

Jamaica

ITAÚ BBA

Combination

51051

10/06/2008

25/10/2017

Japan

ITAÚ

Word

5276774

10/30/2009

10/30/2019

Japan

ITAÚ

Combination

5276775

10/30/2009

10/30/2019

Japan

ITAÚ

Combination

5276776

10/30/2009

10/30/2019

Japan

ITAÚ BBA

Word

4946265

04/21/2006

04/21/2016

Japan

ITAÚ BBA

Combination

5256544

08/14/2009

08/14/2019

Japan

ITAÚ BBA

Combination

5256545

08/14/2009

08/14/2019

Macao

ITAÚ

Word

1309-M

02/03/1992

02/03/2016

Macao

ITAÚ

Combination

N/27502

10/05/2007

10/05/2014

Macao

ITAÚ

Combination

N/27501

10/05/2007

10/05/2014

Macao

ITAÚ BBA

Word

N/015086

06/08/2005

06/08/2012

Macao

ITAÚ BBA

Combination

N/031017

02/25/2008

02/25/2015

Macao

ITAÚ BBA

Combination

N/031016

02/25/2008

02/25/2015

Mexico

ITAÚ

Word

325649

35 and 36

06/01/1987

03/14/2011

Mexico

ITAÚ

Combination

992840

07/16/2007

05/11/2017

Mexico

ITAÚ

Combination

992841

07/16/2007

05/11/2017

Mexico

ITAÚ BBA

Word

933143

05/12/2006

12/15/2014

Mexico

ITAÚ BBA

Combination

1131790

11/25/2009

09/05/2017

Mexico

ITAÚ BBA

Combination

1131791

11/25/2009

09/05/2017

Mexico

UNIBANCO

Word

1051058

07/28/2008

06/26/2018

Mexico

UNIBANCO

Combination

1067963

10/22/2008

08/25/2018

Nicaragua

ITAÚ

Word

17.020

05/16/1986

05/16/2016

Nicaragua

ITAÚ

Combination

0703129 LM

11/21/2007

11/20/2017

Nicaragua

ITAÚ

Combination

0703516 LM

01/08/2008

01/07/2018

Nicaragua

ITAÚ BBA

Word

0600333

02/15/2006

02/14/2016

Nicaragua

ITAÚ BBA

Combination

0900494

04/14/2009

04/14/2019

Nicaragua

ITAÚ BBA

Combination

0900337

03/05/2009

03/05/2019

Norway

ITAÚ

Word

238610

04/02/2007

04/02/2017

Norway

ITAÚ

Combination

238611

04/02/2007

04/02/2017

Norway

ITAÚ

Combination

238612

04/02/2007

04/02/2017

Norway

ITAÚ BBA

Word

230154

12/15/2005

12/15/2015

Norway

ITAÚ BBA

Combination

245349

04/14/2008

04/14/2018

Norway

ITAÚ BBA

Combination

245350

04/14/2008

04/14/2018

Panama

ITAÚ

Word

39367

07/16/1986

07/16/2016

Panama

ITAÚ

Combination

161609-01

04/11/2008

05/22/2017

Panama

ITAÚ

Combination

161608-01

04/11/2008

05/22/2017

Panama

ITAÚ BBA

Word

141426-01

02/14/2006

03/31/2015

Panama

ITAÚ BBA

Combination

165907-01

07/30/2008

10/19/2017

Panama

ITAÚ BBA

Combination

165903-01

07/30/2008

10/19/2017

Panama

UNIBANCO

Combination

82617

08/22/1996

08/22/2016

Panama

UNIBANCO

Combination

85279

01/12/1999

01/20/2017

Paraguay

ITAÚ

Word

313650

04/16/1998

04/16/2018

Paraguay

ITAÚ

Combination

317541

10/21/2008

10/21/2018

Paraguay

ITAÚ

Combination

317540

10/21/2008

10/21/2018

Paraguay

ITAÚ BBA

Combination

319468

12/23/2008

12/23/2018

Paraguay

ITAÚ BBA

Combination

318391

12/11/2008

12/11/2018

Paraguay

UNIBANCO

Combination

288.217

11/26/1996

11/26/2016

Paraguay

UNIBANCO

Combination

288.215

11/25/1996

11/25/2016

Peru

ITAÚ

Word

5386

08/28/2002

12/23/2012

Peru

ITAÚ

Combination

48459

11/28/2007

11/28/2017

Peru

ITAÚ

Combination

48460

11/28/2007

11/28/2017

Peru

ITAÚ BBA

Word

42318

07/05/2006

07/05/2016

Peru

ITAÚ BBA

Combination

44834

01/16/2007

01/16/2017

Peru

ITAÚ BBA

Combination

43072

07/25/2006

07/25/2016

Reference Form 2009 – Itaú Unibanco Holding S.A

Portugal

ITAÚ

Word

211.044

10/10/1988

04/11/2018

Portugal

ITAÚ

Combination

412683

06/18/2007

06/18/2017

Portugal

ITAÚ

Combination

412684

11/21/2007

11/21/2017

Portugal

ITAÚ BBA

Word

385104

11/30/2005

06/01/2015

Portugal

ITAÚ BBA

Combination

420329

11/30/2007

05/31/2017

Portugal

ITAÚ BBA

Combination

420330

12/04/2007

06/05/2017

United Kingdom

ITAÚ

Word

1397672

12/07/1990

09/12/2016

United Kingdom

ITAÚ

Combination

2448748

03/07/2007

03/07/2017

United Kingdom

ITAÚ

Combination

2448749

03/07/2007

03/07/2017

United Kingdom

ITAÚ BBA

Word

2374635

12/08/2006

10/02/2014

United Kingdom

ITAÚ BBA

Combination

2465417

01/18/2008

08/29/2017

United Kingdom

UNIBANCO

Combination

1325326

02/08/1991

10/28/2018

Dominican Republic

ITAÚ

Word

39.968

01/30/1986

01/30/2016

Dominican Republic

ITAÚ

Combination

160902

05/30/2007

05/30/2017

Dominican Republic

ITAÚ

Combination

161075

05/30/2007

05/30/2017

Dominican Republic

ITAÚ BBA

Word

159232

03/15/2007

03/15/2017

Dominican Republic

ITAÚ BBA

Combination

164386

11/29/2007

11/29/2017

Dominican Republic

ITAÚ BBA

Combination

164385

11/29/2007

11/29/2017

Switzerland

ITAÚ

Word

557576

04/20/2007

11/06/2016

Switzerland

ITAÚ

Combination

557546

04/20/2007

11/06/2016

Switzerland

ITAÚ

Combination

557545

04/20/2007

11/06/2016

Switzerland

ITAÚ BBA

Word

531341

03/08/2005

11/29/2014

Switzerland

ITAÚ BBA

Combination

565943

12/20/2007

08/28/2017

Switzerland

ITAÚ BBA

Combination

565944

12/20/2007

08/28/2017

Trinidad and Tobago

ITAÚ

Word

29997

09/30/1999

09/30/200914

Trinidad and Tobago

ITAÚ

Combination

38335

09/13/2007

04/02/2017

Trinidad and Tobago

ITAÚ BBA

Word

35595

08/24/2006

08/09/2014

Trinidad and Tobago

ITAÚ BBA

Combination

38915

03/18/2009

09/06/2017

Turkey

ITAÚ

Word

200652973

11/03/2006

11/03/2016

Turkey

ITAÚ

Combination

200652974

11/03/2006

11/03/2016

Turkey

ITAÚ

Combination

200652975

11/03/2006

11/03/2016

Turkey

ITAÚ BBA

Word

2005/53670

12/12/2005

12/12/2015

Turkey

ITAÚ BBA

Combination

2007/46188

08/28/2007

08/28/2017

Turkey

ITAÚ BBA

Combination

2007/46189

08/28/2007

08/28/2017

European Union

ITAÚ

Word

3514866

36 and 42

06/21/2005

10/31/2013

European Union

ITAÚ

Combination

3514858

36 and 42

04/25/2007

10/31/2013

European Union

ITAÚ

Combination

3514825

36 and 42

06/21/2005

10/31/2013

European Union

ITAÚ

Combination

3514221

36 and 42

04/12/2005

10/31/2013

European Union

ITAÚ

Combination

3514213

36 and 42

06/29/2005

10/31/2013

European Union

ITAÚ BBA

Word

003514155

36, 42

02/23/2007

10/31/2013

European Union

ITAÚ BBA

Combination

006234272

08/07/2008

08/28/2017

European Union

ITAÚ BBA

Combination

006234298

08/07/2008

08/28/2017

European Union

ITAÚ PERSONNALITÉ

Word

003514205

36 and 42

03/15/2005

10/31/2013

European Union

ITAÚ PERSONNALITÉ

Combination

003514197

36 and 42

04/12/2005

10/31/2013

European Union

ITAÚ PERSONNALITÉ

Combination

003514072

36 and 42

04/12/2005

10/31/2013

Uruguay

ITAÚ

Word

336419

05/04/2002

05/04/2012

Uruguay

ITAÚ

Combination

371062

07/30/2007

07/30/2017

Uruguay

ITAÚ

Combination

371063

07/30/2007

07/30/2017

Uruguay

ITAÚ BBA

Word

358664

04/25/2007

04/25/2017

Uruguay

ITAÚ BBA

Combination

384164

08/06/2008

08/06/2018

Uruguay

ITAÚ BBA

Combination

384163

08/06/2008

08/06/2018

Uruguay

ITAÚ PERSONNALITÉ

Combination

375274

07/02/2009

07/02/2019

Uruguay

UNIBANCO

Combination

381169

06/05/1997

06/05/2017

Venezuela

ITAÚ

Word

18.401-D

07/27/1984

07/27/200915

Venezuela

ITAÚ BBA

Word

S030425

02/16/2006

02/16/2016

Venezuela

ITAÚ BBA

Combination

S042198

06/18/2009

06/18/2024

Venezuela

ITAÚ BBA

Combination

S042199

06/18/2009

06/18/2024

11 See footnote No. 1.

12 There are applications for registration of the “ITAÚ” brand still being analyzed in South Africa, Barbados, Bahrain, Canada, China, Cuba, United States of America, Guiana, India and Venezuela; application for registration of the “ITAÚ PERSONNALITÉ” brand in Uruguay and applications for registration of the “ITAÚ BBA” brand in South Africa; Barbados; Bahrain; Canada; China; Costa Rica; Cuba; the United States of America; Guatemala; Italia; Paraguay.

13 Registration in process of renewal.

Patents

In Brazil, the effective term of invention patents is twenty years from the date when the patent application is deposited.

The effective terms and requirements for the extension of patents abroad depend on the legislation of each country or region in which the patent is registered.

The Issuer and its subsidiaries are the owners of patents and patent applications in Brazil and abroad for a method for the generation of a virtual keyboard for the entry of a security or user identification PIN number. The applications related to this patent are still pending analysis in Brazil, Uruguay, Chile and Venezuela. Additionally, the Issuer or its subsidiaries are the owners of a patent application for a method for the identification of an institution’s access PIN, which is still pending analysis in Brazil.

The place, grant and due dates of the registrations of patents granted and other relevant information are mentioned in Table I below.

Reference Form 2009 – Itaú Unibanco Holding S.A

TABLE I – Patents of the Issuer and its subsidiaries abroad

Place	Number	Grant date	Due date
Germany	1599786	11/29/2006	02/20/2024
Argentina	AR 043390 B1	02/25/2009	02/25/2024
Austria	1599786	11/29/2006	02/20/2024
Belgium	1599786	11/29/2006	02/20/2024
Denmark	1599786	11/29/2006	02/20/2024
Spain	1599786	11/29/2006	02/20/2024
Finland	1599786	11/29/2006	02/20/2024
France	1599786	11/29/2006	02/20/2024
Greece	1599786	11/29/2006	02/20/2024
Netherlands	1599786	11/29/2006	02/20/2024
Ireland	1599786	11/29/2006	02/20/2024
Italy	1599786	11/29/2006	02/20/2024
Luxembourg	1599786	11/29/2006	02/20/2024
Peru	4812	12/12/2007	02/23/2024
Portugal	1599786	11/29/2006	02/20/2024
United Kingdom	1599786	11/29/2006	02/20/2024
Sweden	1599786	11/29/2006	02/20/2024
Switzerland	1599786	11/29/2006	02/20/2024

(III) Events that may cause the loss of the rights to such assets

Brands

The events that may cause the loss of rights to such assets are provided for by law. At the administrative level, the brand registration applications may be rejected by the INPI in the situations provided for by Law No. 9,279/96, including as a result of opposition filed with the INPI by a third party that has a right of precedence over the brand or is the owner of the registration application or registration of a conflicting brand.

The registration of the brand terminates upon: (i) the end of its effective term without the due extension; (ii) a waiver by the brand’s owner, which may be total or partial with respect to the products or services marked by the brand; and (iii) its lapse, which may be total or partial.

Any person lawfully interested may present a lapse request to the INPI if, five years after the date when the brand registration is granted by the INPI, any of the following situations occur: (i) the brand has yet been used in Brazil; (ii) the use of the brand has been interrupted for more than five consecutive years; or (iii) the brand has been used with modification that implies a change in its original distinct nature, as contained in its registration certificate.

The registration of a brand may be declared void by the INPI by means of an annulment administrative proceeding filed by the INPI itself or upon the request of a lawfully interested third party if the granting of such a registration has not been done in compliance with provisions in law. The annulment of the registration may be total or partial. The condition for partial annulment is the fact that the subsisting part of the brand or of the description of the products or services, that is, the part that is not declared void, is still considered as qualified for registration.

In addition to the administrative proceeding mentioned above, the INPI or an interested third party may file a lawsuit with the Judiciary Branch for the annulment of the brand’s registration within five years of the date when the registration is granted by the INPI.

Patents

The events that may cause the loss of the rights to such assets are provided for by law. At the administrative level, the patent applications may be rejected by the INPI in the situations provided for by Law No. 9,279/96.

The patent terminates upon: (i) the end of its effective term; (ii) a waiver by its owners, provided that the rights of third parties are observed; (iii) the lack of payment of the annual compensation; and (iv) its lapse.

A patent may be declared void by the INPI by means of an annulment administrative proceeding filed by the INPI itself or by a lawfully interested third party if the granting of such a registration has not been done in compliance with the provisions in law.

Reference Form 2009 – Itaú Unibanco Holding S.A

In addition to the administrative proceeding mentioned above, the INPI an interested third party may file a lawsuit with the Judiciary Branch for the annulment of the patent during the full effective term of the patent.

(IV) Possible consequences of the loss of such rights to the Issuer

Brands

In the case that the Issuer and/or its subsidiaries lose rights over the brands listed above, and if, (the probability of which is very remote in our opinion), they are not able to stop third parties from using the same or similar brands, particularly in the same market segment, and would have to carry out their activities using other brands. Also, there would be the possibility of the Issuer and/or its subsidiaries having to defend themselves in lawsuits in the event of the violation of third parties’ rights.

Patents

Depending on the reason of the possible loss of rights over the patents listed above, the subject matter of the patent will be in the public domain and may be freely exploited by third parties; the Issuer and its subsidiaries might have to stop using the subject matter of the patent.

In any case, should this occur, we believe that there would not be serious effects on the activities of the Issuer and its subsidiaries as they do not depend on these patents to carry out their activities.

Reference Form 2009 – Itaú Unibanco Holding S.A

c) the companies in which the Issuer has an ownership interest and inform about these companies:

We present below subitems I, II, III, IV, V, VI, VII and XI:

						R$ million
9.1.C.I, II and III	9.1.C.IV		9.1.C.V	9.1.C.VI	9.1.C.VII	9.1.C.XI
	Issuer’s ownership interest					Amount of dividends/interest on capital received over the past three years
Corporate name	Interest in voting capital (%)	Interest in company’s capital (%)	Subsidiary or affiliated company	Registry with the CVM	Book value of the ownership interest	2009	2008	2007
In the Country					54,439	9,593	4,009	3.208

Itaú Unibanco S.A.	100.0	100.0	Subsidiary	No	42,162	894	2,199	2,354
Head office: Praça Alfredo Egydio de Souza Aranha, 100 - Torre Olavo Setubal - Brazil - São Paulo (SP)
Activities developed: Multiple bank, with commercial portfolio

Banco Itaú BBA S.A.	57.6	78.8	Subsidiary	No	4,941	841	1,354	247
Head office: Av. Brigadeiro Faria Lima, 3.400 – 3rd to 8th, 11th and 12th floors - Brazil - São Paulo (SP)
Activities developed: Multiple bank, with investment portfolio

Itauseg Participações S.A.	48.8	48.8	Subsidiary	Yes	3,746	16	309	-
Head office: Praça Alfredo Egydio de Souza Aranha, 100 - Torre Conceição – 7th floor - Brazil - São Paulo (SP)
Activities developed: Holding

Banco Itaucard S.A. (9.2)	1.5	2.0	Subsidiary	No	1,810	7,552	4	551
Head office: Alameda Pedro Cail, 43 - Poá (SP)
Activities developed: Multiple bank, with loan, financing and investment portfolio

Itaú BBA Participações S.A.	100.0	100.0	Subsidiary	No	1,398	225	75	55
Head office: Praça Alfredo Egydio de Souza Aranha, 100 - Torre Conceição – 7th floor - Brazil - São Paulo (SP)
Activities developed: Holding

Itaú Corretora de Valores S.A. (9.2)	-	3.6	Subsidiary	No	382	65	68	1
Head office: Av. Brigadeiro Faria Lima, 3.400 – 3rd to 10th floors - Brazil - São Paulo (SP)
Activities developed: Broker

Abroad					1,941	17	-	-

Itaú Chile Holdings, Inc.	100.0	100.0	Subsidiary	No	1,618	-	-	-
Head office: 1209 Orange Street, Wilmington, County of New Castle, 19801, Delaware, USA
Activities developed: Holding

Banco Itaú Uruguay S.A.	100.0	100.0	Subsidiary	No	217	-	-	-
Head office: Calle Zabala, 1463, Montevideo, Uruguay
Activities developed: Banking

Oca S.A.	100.0	100.0	Subsidiary	No	72	17	-	-
Head office: Calle Colônia, 1424, Montevideo, Uruguay
Activities developed:Credit card issuer/granting of loans

Oca Casa Financiera S.A.	100.0	100.0	Subsidiary	No	32	-	-	-
Head office: Calle Germán Barbato, 1398 - apto. 101, Montevideo, Uruguay
Activities developed: Credit card issuer

Aco Ltda.	99.2	99.2	Subsidiary	No	2	-	-	-
Head office: Colonia 1.426, Montevideo, Uruguay
Activities developed: Real estate lease
GRAND TOTAL					56,380	9,610	4,009	3,208

Reference Form 2009 – Itaú Unibanco Holding S.A

Subitem IX:

																						R$ Million
	Capital Stock Participation (%)								Book Value of Participation								Valuation / (Devaluation) (%)
Company Name	2006		2007		2008		2009		2006		2007		2008		2009			2006 X 2007		2007 X 2008			2008 X 2009

In the Country										25,392		29,904		57,367		54,439		17.8		91.8			(5.1	)
Itaú Unibanco S.A.		100.0		100.0		100.0		100.0		13,295		13,793		39,497		42,162		3.7		186.4			6.7
Banco Itaú BBA S.A.		74.5		74.5		74.5		78.8		3,901		4,295		4,266		4,941		10.1		(0.7	)		15.8
Itauseg Participações S.A.		91.0		91.0		91.0		48.8		2,391		3,061		3,484		3,746		28.0		13.8			7.5
Banco Itaucard S.A. (9.2)		0.5		0.5		0.5		2.0		4,521		7,178		8,449		1,810		58.8		17.7			(78.6	)
Itaú BBA Participações S.A.		83.3		83.3		83.3		100.0		1,124		1,249		1,253		1,398		11.1		0.3			11.6
Itaú Corretora de Valores S.A. (9.2)		4.8		4.8		4.8		3.6		160		328		418		382		105.0		27.4			(8.6	)

Abroad										1,478		1,473		2,315		1,941		(0.3	)	57.2			(16.2	)
Itaú Chile Holdings, Inc.		100.0		100.0		100.0		100.0		1,239		1,200		1,953		1,618		(3.1	)	62.8			(17.2	)
Banco Itaú Uruguay S.A.		100.0		100.0		100.0		100.0		167		193		233		217		15.6		20.7			(6.9	)
Oca S.A.		100.0		100.0		100.0		100.0		46		55		91		72		19.6		65.5			(20.9	)
Oca Casa Financiera S.A.		100.0		100.0		100.0		100.0		24		23		35		32		(4.2	)	52.2			(8.6	)
Aco Ltda.		100.0		99.2		99.2		99.2		2		2		3		2		-		50.0			(33.3	)

TOTAL										26,870		31,377		59,682		56,380		16.8		90.2			(5.5	)

Subitems VIII and X are not applicable.

Subitem XII:

The shareholding in the companies demonstrated in item 9.1 (c) above, are strategic to the business performance of the Issuer.

9.2. Supply other information that the Issuer may deem relevant

The subsidiaries Itaucard S.A. and Itaú Corretora S.A. reflect the different participation of preferred shares in the distribution of dividends.

Reference Form 2009 – Itaú Unibanco Holding S.A

ITEM 10 - COMMENTS OF DIRECTORS

10.1. Directors should comment on:

a) financial and equity positions in general

2009

The Brazilian economy showed strong recovery, mainly in the industrial segment, from January. From then, the industrial production grew for ten consecutive months, posting an accumulated increase of 19.1% until November as compared to the month of December 2008. However, despite the sequence of monthly increases, production in industry still accumulated a decrease of 9.3% between January and November 2009, as compared with the same period in 2008.

Strong growth is expected for the Brazilian economy in 2010, consolidating the scenario of recovery already noted in employment and investment data as from the third quarter of 2009.

The quick recovery of the domestic bank credit was essential for such recovery. In December, credit reached 45% of GDP, after a historic series lower than this level.

We report below the highlights of our performance in 2009, and remind readers that the results for 2009 reflect the consolidation of Unibanco operations throughout the year, whereas in 2008, the consolidation of Unibanco operations only affected results for the fourth quarter of that year.

Consolidated net income reached R$ 10,067 million, with a 21.4% return on average equity. Excluding the non-recurring effects on income for the year, corresponding to an expense of R$ 424 million, the recurring net income amounted to R$ 10,491 million, with a return of 22.3%.

Consolidated shareholders’ equity totaled R$ 50,683 million at December 31, 2009, an increase of 16.1% in relation to the previous year.

The total balance of assets amounted to R$ 608,273 million at the end of the year, a drop of 4.5% in relation to the previous year. The average recurring return on assets stood at 1.7% in 2009. The Basel ratio reached 16.7% at the end of the year.

Free, raised and managed assets increased 5.9% in relation to December 2008, totaling R$ 855,112 million. The growth of 22.7% in savings deposits was noteworthy, reaching R$ 48,221 million at the end of the period. We ended 2009 with a balance of R$ 333,869 million in managed assets.

Despite all the challenges faced in 2009, we maintained a high level of financial performance, based mainly on the high level of segmentation and specialization of our operations in the market. The offering of differentiated financial products and services, specifically developed for many different types of clients and sold in exclusive platforms and channels, is an essential characteristic of our operations.

Our credit portfolio, including endorsements and sureties, totaled R$ 278,382 million, an increase of 2.4% from the previous year. Considering retail loans and financing operations only, we recorded a growth of 14.0% in the portfolio balance, totaling R$ 177,491 million. On the other hand, we recorded a drop of 13.6% in loan operations carried out with large companies and of 12.6% in the portfolios in Argentina, Chile, Uruguay and Paraguay, a result of the appreciation of the Brazilin real in relation to foreign currencies and the recovery of capital markets, which once again came to represent an important area for the investment projects of large conglomerates.

Changes in of the retail credit portfolio were characterized by the increase of R$ 10,352 million, or 20.4%, in operations carried out with very small, small and middle market companies, R$ 5,458 million, or 23.1% in credit card balance, R$ 4,351, or 9.1%, in vehicle financing operations and R$ 2,266 million, or 36.3%, in the real estate loan portfolio. Therefore, despite the reduction in the level of economic activity, we increased our credit granting and maintained our leadership position in many operating segments.

The prices of preferred shares of Itaú Unibanco appreciated 61.5% over 2009. The market value of Itaú Unibanco at stock exchanges, calculated taking into consideration the average price of the outstanding preferred shares on the last trading day of the period, totaled R$ 175.1 billion at the end of December. According to Bloomberg, at December 31, 2009 Itaú Unibanco ranked ninth in the world bank rank, based on its market value.

Reference Form 2009 – Itaú Unibanco Holding S.A

2008

2008 was marked by the merger of the financial institutions Itaú and Unibanco which, on November 3, 2008, signed an agreement for the merger of their financial operations. This was the formal beginning of the construction of the largest private financial conglomerate in the Southern Hemisphere, with a market value that placed it among the 20 largest financial institutions in the world.

In 2008, the global financial market went through a unique period of significant changes with several types of impact manifesting themselves in Brazil. The first effects were felt here in August 2008 with the beginning of a strong process of devaluation of the real in relation to the US dollar and a continuous spell of adjustments at the stock exchanges started in the first half of the year. The situation became more serious in September with the retraction of the world’s credit market. The shortage of external credit lines led the Brazilian companies that operate abroad to seek credit in the local market. The credit offer maintained by large Brazilian banks reflected the effects of this new demand, the healthy preservation of liquidity and the expected increase in default rates. The combination of different factors, particularly external ones, caused a reduction in the level of expansion of the Brazilian economy.

The integration of the operations of Itaú and Unibanco took place in a favorable environment, created by the international crisis itself, which offered opportunities to the organization and allowed it to become even stronger and more competitive. The merger is in line with the global consolidation movement among financial institutions, which reflects the permanent search for more solid operations, prepared for competition and to ensure the offer of credit and the soundness of the system.

We report below the highlights of our performance in 2008, and remind readers that the net income for the period reflected the consolidation of Unibanco results for the fourth quarter of that year, whereas balance sheet accounts were fully consolidated at December 31, 2008.

Consolidated net income for the year totaled R$ 7,803 million, with a return of 23.8% on average equity. Excluding the non-recurring effects on income for the year, corresponding to an expense of R$ 567 million, the recurring net income amounted to R$ 8,371 million, with a return of 25.5%.

Stockholders’ equity reached R$ 43,664 million at the end of 2008, an increase of 50.7% as compared to December 2007.

The consolidated assets of the new bank totaled R$ 637,202 million at December 31, 2008. The Basel ratio stood at 16.1% at the end of December 2008.

Free, raised and managed assets increased 74.3% in relation to December 2007, totaling R$ 807,652 million. The growth of 469.8% in time deposits was noteworthy, reaching R$ 135,901 million at the end of the year. We ended 2008 with a balance of R$ 258,252 million in managed assets.

Our credit portfolio, including endorsements and sureties, totaled R$ 271,983 million at December 31, 2008, representing an increase of 113.1% in relation to December 31, 2007. The merger with Unibanco had an important role in this increase. We particularly mention the operations involving the extension of credit to companies, which grew 166.8% in relation to the prior year. The balance of the large companies segment grew 178.3% whereas that of the very small, small and middle market company segment grew 147.2% in the period. Operations with credit cards grew 116.4% in relation to the prior year. The vehicle portfolio kept a significant rate of growth, of 61.6% in relation to 2007. The real estate loan portfolio added to the rural loan portfolio grew 87.8%, mainly because of the expansion of the former. Loan operations carried out by our foreign branches (Argentina, Chile, Uruguay and Paraguay) increased 43.9%, mainly stimulated by foreign exchange variation and consolidation of Interbanco operations in Paraguay. If we do not take into consideration the merger with Unibanco, the total balance of our loan and financing portfolio totaled R$ 180,562 million at December 31, 2008, representing an increase of 41.5% in relation to the prior year.

2007

The international financial markets showed strong volatility in the second half of 2007, affecting the economic activity in the United States. This crisis, which arose in the US highrisk mortgage market, triggered a fall in real estate prices. As a result, the US economy started to show signs of a slowdown from the last quarter of 2007 (the annual GDP growth went from 4.9% in the third quarter to 0.6% in the fourth quarter). Another indicator of this slowdown was the unemployment rate, which rose from 4.5% in the first half to 5% in December. Because of the losses caused by the real estate market, the US credit market shrank, which contributed to an increase in the slowdown of the US economy.

Reference Form 2009 – Itaú Unibanco Holding S.A

Despite the external turbulences in the second half, 2007 was characterized by a great surge in economic activity in Brazil, which resulted in an increase of 5.3% in Brazilian GDP. This growth was based on the expansion of investments and an increase in domestic consumption, supported by a decrease in interest rate.

The strong internal growth, together with the continuous appreciation of the real, increased the level of imports. However, the maintenance of commodities prices at a high level and the boost in global trade contributed to increase exports, maintaining a significant balance of trade for the country. The result was also influenced by the substantial inflow of investments. In order to avoid a more rapid appreciation of the currency, BACEN increased its purchase of dollars, achieving a balance of reserves of US$ 180 billion.

The highlights of our performance for 2007 are described below.

Consolidated net income for the year amounted to R$ 8,474 million, a return of 32.1% on average shareholders’ equity. Excluding the non-recurring effects for the year amounting to R$ 1,295 million, recurring net income was R$7,179 million, with a return of 27.2%.

Stockholders’ equity reached R$ 28,969 million at the end of 2007, growth of 22.9% as compared to December 2006. The Basel ratio stood at 17.9% at the end of December 2007.

Consolidated assets reached R$294,876 million, an increase of 40.6% in relation to December 2006.

Free, raised and managed owned assets increased 29.7% in relation to December 2006, totaling R$ 463,331 million. The growth of 22.2% in savings deposits is worth noting, reaching R$ 27,990 million at the end of the year. We ended 2007 with R$211,464 million in managed assets.

The loan portfolio, including endorsements and sureties, grew 36.2% in relation to the same period of 2006, reaching R$ 127,589 million. Some specific actions of the Bank, particularly in the vehicle segment, in addition to the significant growth in the demand for credit by individuals, caused a significant increase in the portfolio over 2007. Our portfolio of non-mandatory loans to individuals grew 34.8% in the year, reaching R$ 54,416 million, and the segment of very small, small and middle market companies grew 34.0% in relation to December 2006, totaling R$ 21,769 million.

b) capital structure and possibility of redemption of shares or quotas, indicating:

I - Cases for redemption

II - Formula for the calculation of redemption value

There was no redemption of shares issued by the Company besides those which are legally provided for.

At December 31, 2009, capital stock comprised 4,570,936,219 book-entry shares with no par value, of which 2,289,286,475 were common and 2,281,649,744 were preferred shares without voting rights, but with tag-along rights, exercisable in the event of the public offering of shares, at a price equal to 80% of the amount paid per share with voting rights in the controlling stake, as well as a dividend at least equal to that of the common shares. Capital stock totaled R$ 45,000,000 (R$ 29,000,000 at 12/31/2008 and R$ 14,254,213 at 12/31/2007) of which R$30,883,250 (R$ 24,697,674 at 12/31/2008 and R$10,258,220 at 12/31/2007) is held by shareholders domiciled in the country and R$ 14,116,750 (R$ 4,302,326 at 12/31/2008 and R$ 3,995,993 at 12/31/2007) was held by shareholders domiciled abroad.

c) payment capability in relation to the financial commitments assumed;

d) sources of financing used for working capital and investments in noncurrent assets;

e) sources of financing for working capital and investments in noncurrent assets that the Issuer intends to use to cover liquidity deficiencies;

g) limits on the use of the financing already contracted.

Our policy on asset and liability management is to maintain a close match between our maturity, interest rate and currency exposure. In order to establish policies and limits, we take into consideration the exposure limits for each market segment and product, and volatility and correlation across different markets.

We have invested in the improvement of the risk management of the liquidity inherent in our activities, simultaneously maintaining a portfolio of high liquidity securities (operational reserve), which represents a potential source for or additional liquidity.

100

Reference Form 2009 – Itaú Unibanco Holding S.A

Liquidity reserves are controlled based on the estimate of funds that will be available for investment by our treasury department. The techniques we employ involve the statistical projection of scenarios for our assets and liabilities, taking into consideration the liquidity profile of our counterparts.

Short-term minimum liquidity limits are defined according to guidelines set by the financial executive committee. These limits aim at ensuring sufficient liquidity, as well as forecasted minimum needs. We revise these limits periodically, and base the projections of cash needs in atypical market situations (i.e., stress scenarios) on them.

Management of liquidity makes it possible for us to simultaneously meet our operating requirements, protect our capital and take advantage of market opportunities. Our strategy is to maintain adequate liquidity to meet our present and future financial obligations and to capitalize on business opportunities as they arise.

Our main source of funds is deposits. Deposits include deposits that do not earn interest in current accounts, interest-earning deposits in savings, bank deposit certificates sold to clients and the interbank deposits of financial institutions. At December 31, 2009, total deposits reached approximately R$ 190,772 million, representing 57.8% of total funds at December 31, 2008. In December 2008, total deposits reached approximately R$206,189 million, representing 61.1% of total funds, whereas in December 31, 2007, deposits totaled approximately R$ 81,592 million, representing 50.6% of total funds. Time deposits represent one of our main sources of

financing and accounted for 60.1%, 65.9% and 29.2%, respectively, of total deposits at December 31, 2009, 2008 and 2007, respectively.

	R$ million
	December 31
	2009				2008				2007
	Millions of R$		% of total funds		Millions of R$		% of total funds		Millions of R$		% of total funds
Deposits		190,772		57.8		206,189		61.1		81,592		50.6
Demand deposits + Other deposits		25,834		7.8		28,071		8.3		28,134		17.5
Savings deposits		48,221		14.6		39,296		11.6		27,990		17.4
Time deposits		114,671		34.7		135,901		40.3		23,852		14.8
Interbank deposits		2,046		0.6		2,921		0.9		1,616		1.0
Deposits received under securities repurchase agreements - own issue		65,457		19.8		41,839		12.4		41,140		25.5

Funds from acceptance and issuance of securities		17,320		5.2		19,596		5.8		8,371		5.2
Borrowings and onlending		34,692		10.5		42,636		12.6		16,800		10.4
Securitization of foreign payment orders		-		-		3,829		1.1		1,110		0.7
Subordinated debt		22,038		6.7		23,395		6.9		12,083		7.5
Total funds		330,279		100.0		337,484		100.0		161,096		100.0

f) indebtedness ratios and the characteristics of the debts, also describing:

I - Relevant loan and financing agreements

II - Other long-term relationships with financial institutions

III – The level of subordination between debts

IV - Any restrictions imposed on the Issuer, in particular in relation to limits for indebtedness and contracting new debts, the distribution of dividends, disposal of assets, issue of new securities and disposal of shareholding control

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Reference Form 2009 – Itaú Unibanco Holding S.A

The issuer has as its main sources of funding, borrowings and onlending. Funding by term and maturity is as follows:

	R$ million
	12/31/2009
	0-30		31-180		180-365		Over 365		Total		%
Deposits		91.010		16.191		14.738		68.834		190.772		48.0
Deposits received under securities repurchase agreements – own issue		64,838		16,128		7,449		43,519		131,935		33.2
Funds from acceptance and issuance of securities		2,303		6,480		1,668		6,868		17,320		4.4
Borrowings and onlending		2,057		6,722		5,699		20,214		34,692		8.7
Subordinated debt		13		26		3		22,684		22,726		5.7
Total		160,222		45,547		29,557		162,119		397,444		100.0
% per maturity term		40.3		11.5		7.4		40.8
Total – 12/31/2008		164,790		51,520		31,129		172,526		419,965
% per maturity term		39.2		12.3		7.4		41.1
Total – 12/31/2007		88,777		23,266		17,248		55,398		184,689
% per maturity term		48.1		12.6		9.3		30.0

(1) Includes R$ 688 million (R$ 931 million at 12/31/2008 and R$ 708 million at 12/31/2007) of redeemable preferred shares classified in the balance sheet as minority participation.

The table below shows funding through the issuance of subordinated debt securities, according the conditions set forth in CMN Resolution No. 3,444, of 02/28/2007, and amendments introduced by CMN Resolution No. 3,532, of 08/31/2008:

Description	R$ million
Name of Security	Issue	Maturity	Return p.a..	Principal
Subordinated euronotes	2nd half of 2001	August 2011	10.00%	457
Subordinated euronotes	August 2001	August 2011	4,25%	625
Subordinated CDB	March 2007	April 2012	103.5% of CDI	5,000
Subordinated CDB (1)	May 2007	May 2012	103.9% of CDI	1,406
Subordinated CDB (1)	July 2007	July 2012	CDI + 0.38%	422
Subordinated CDB (1)	August 2007	August 2012	CDI + 0.38%	200
Subordinated CDB (1)	October 2007	October 2012	IGPM + 7.33%	291
Subordinated CDB (1)	October 2007	October 2012	103.8% of CDI	93
Subordinated CDB (1)	October 2007	October 2012	CDI + 0.45%	450
Subordinated CDB	November 2007	November 2012	CDI + 0.35%	300
Subordinated CDB	December 2012	December 2012	102.25% of CDI	220
Subordinated CDB	January 2008	February 2013	CDI + 0.50%	880
Subordinated CDB	February 2008	February 2013	CDI + 0.50%	1,256
Subordinated CDB (1)	1st quarter of 2008	1st quarter of 2013	CDI + 0.60%	817
Subordinated CDB (1)	1st quarter of 2008	2nd quarter of 2013	106.5% of CDI	38
Subordinated CDB (1)	2nd quarter of 2008	2nd quarter of 2013	107% of CDI	10
Subordinated CDB	November 2003	November 2013	102% of CDI	40
Subordinated CDB	May 2007	May 2014	CDI + 0.35%	1,805
Subordinated CDB (1)	August 2007	August 2014	CDI + 0.46%	50
Subordinated CDB	November 2008	October 2014	112% of CDI	1,000
Subordinated CDB (1)	October 2007	October 2014	IGPM + 7.35%	33
Subordinated CDB (1)	December 2007	December 2014	CDI + 0.60%	10
Preferred shares	December 2002	March 2015	3,04%	1,389
Subordinated CDB (1)	3rd quarter of 2008	3rd quarter of 2015	119.8% of CDI	400
Subordinated CDB (2)	December 2006	December 2016	CDI + 0.47%	500
Subordinated bonds	April 2008	April 2033	3,50%	65
Subordinated bonds	October 2008	October 2033	4.50%	45
Eurobonds -Perpetual Non-cumulative Junior Subordinated Securities (3)	July 2005	Not determined	8.70%	1,195

(1)

Subordinated CDBs that may not be redeemed in advance;

(2)

Subordinated CDBs that may be redeemed from November 2011;

(3)

The debt may be fully redeemed only at the option of the issuer from July 29, 2010 or at each subsequent payment date..

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Reference Form 2009 – Itaú Unibanco Holding S.A

III - Level of subordination between debts

In case of judicial or extrajudicial liquidation of the Issuer, there is an order of priority as to the repayment to the many creditors of the bankrupt estate. Particularly in relation to debts comprising the Issuer indebtedness, the following order of repayment shall be obeyed: secured debts, unsecured debts, and subordinated debts. For information on the amount of our obligations (detailed according to this same classification), see item 3.8. We shall thus mention that in relation to secured debts, creditors prefer that to others up to the limit of the asset pledged to secure them, while there is no subordination level among unsecured debt creditors or among subordinated debt creditors.

The funding through issuance of subordinated debt securities, according the conditions set forth in CMN Resolution No. 3,444, of 02/28/2007, and amendments introduced by CMN Resolution No. 3,532, of 01/31/2008 is as follows:

	R$ million
	12/31/2009
							Over
	0-30		31-180		181-365		365			Total			%
CDB		-		-		-		20,160			20,160			88.7
Euronotes		-		20		-		857			877			3.9
Bonds		-		3		3		130			136			0.6
Eurobonds		13		-		-		871			884			3.9
(-) Transaction costs incurred		-		-		-		(19	)		(19	)		(0.1	)
TOTAL OTHER LIABILITIES		13		23		3		21,999			22,038
Redeemable preferred shares		-		3		-		684			688			3.0
GRAND TOTAL		13		26		3		22.684			22,726
% per maturity term		0.1		0.1		0.0		99.8

	R$ million
	12/31/2008
							Over
	0-30		31-180		181-365		365			Total			%
CDB		-		2		1,201		18,278			19,481			83.4
Euronotes		-		27		-		1,167			1,194			5.1
Bonds		-		-		-		148			148			0.6
Eurobonds		-		19		-		1,623			1,642			7.0
(-) Transaction costs incurred		-		-		-		(39	)		(39	)		(0.2	)
TOTAL OTHER LIABILITIES		-		49		1,201		21,176			22,426
Redeemable preferred shares		-		12		-		919			931			4.0
GRAND TOTAL		-		61		1.201		22.095			23.356
% per maturity term		-		0.3		5.1		94.6

	R$ million
	12/31/2007
							Over
	0-30		31-180		181-365		365		Total		%
CDB		-		1,426		-		8,537		9,963		82.5
Debentures		-		21		600		-		621		5.1
Euronotes		-		19		-		773		792		6.6
TOTAL OTHER LIABILITIES		-		1,465		600		9,310		11,375
Redeemable preferred shares		-		12		-		696		708		5.9
GRAND TOTAL		-		1,477		600		10,006		12,083
% per maturity term		-		12.2		5.0		82.8

The chart that shows the funding through issuance of subordinated debt securities is included in Item 10.1. (f.II) of this Form.

A portion of our long-term debt has provisions on the early repayment of the principal upon the occurrence of certain events, as is the norm with long-term finance contracts. At December 31, 2009, no event of default or non-compliance with finance clause had occurred.

Additionally, Itaú Unibanco Holding S.A. (“Issuer”) established in March 2010 a programme for the issue and distribution of notes with certain financial intermediaries (“Programme”). The Programme establishes that the Issuer itself or through its Cayman Islands branch shall issue subordinated or senior notes (“Notes”) up to the limit of US$ 10,000,000.00 (ten billion US dollars).

On April 15, 2010, the first issue and distribution of Subordinated Notes was completed as provided in this Programme in the amount of US$ 1,000,000.00 (one billion US dollars), with final maturity on April 15, 2020, which were accepted for listing and trading at the Luxembourg Stock Exchange (“First Issue”).

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Reference Form 2009 – Itaú Unibanco Holding S.A

The Programme and the First Issue impose certain conditions and restrictions to the Issuer, as follows:

a.	Disposal of Assets and Disposal of Shareholding Control

As a general rule, the issuer is allowed to dispose of all or a substantial portion of its assets, including through corporate restructuring (such as mergers and spin-off processes) without the consent of the owners of the Subordinated Notes of the First Issue, provided that, as a result of the transactions above:

(i)

the entity that receives such assets or take control undertakes to comply with all obligations of repayment of principal and interests arising from any note issued as provided for in the Programme, as well as undertakes to assume all other obligations imposed to the Issuer;

(ii)

no event of default occurs through the carry out of such transactions; and

(iii)

from any public announcement about the transaction and before its completion: the management members of the issuer provide to the trustee a declaration that the transaction of asset disposal in question is in compliance with the obligations and restrictions imposed to the Issuer; a legal opinion is issued by the legal advisors of the Issuer on the assumption of obligations arising from the Program by the new entity that will take over the assets or the shareholding control.

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Reference Form 2009 – Itaú Unibanco Holding S.A

h) significant changes in each item of the financial statements

	R$ million
Assets	12/31/2009			12/31/2008			12/31/2007			2009 X 2008				2008 X 2007

Current assets and long-term receivables		597,978			626,777			288,566			-4.6	%		117.2	%
Cash and cash equivalents		10,594			15,847			4,288			-33.1	%		269.6	%
Interbank investments		139,195			124,546			56,785			11.8	%		119.3	%
Securities and derivative financial instruments		120,189			138,344			61,338			-13.1	%		125.5	%
Interbank and interbranch accounts		14,570			14,268			17,727			2.1	%		-19.5	%
Operations with credit granting characteristics and other receivables		245,951			241,043			115,548			2.0	%		108.6	%
(Allowance for loan losses)		(24,052	)		(19,972	)		(7,926	)		20.4	%		152.0	%
Other assets		91,530			112,701			40,806			-18.8	%		176.2	%
Permanent assets		10,295			10,426			6,310			-1.3	%		65.2	%
Investments		2,187			2,258			1,260			-3.1	%		79.2	%
Fixed assets and leased fixed assets		4,360			4,035			2,230			8.1	%		80.9	%
Intangible assets		3,748			4,133			2,820			-9.3	%		46.6	%
Total assets		608,273			637,202			294,876			-4.5	%		116.1	%

Liabilities	12/31/2009			12/31/2008			12/31/2007			2009 X 2008			2008 X 2007

Current and long-term liabilities		553,856			590,788			263,713			-6.3	%		124.0	%
Deposits		190,772			206,189			81,592			-7.5	%		152.7	%
Demand deposits		25,834			28,071			28,134			-8.0	%		-0.2	%
Savings deposits		48,222			39,296			27,990			22.7	%		40.4	%
Interbank deposits		2,046			2,921			1,616			-29.9	%		80.8	%
Time deposits		114,671			135,901			23,852			-15.6	%		469.8	%
Deposits received under securities repurchase agreements		131,935			124,358			64,733			6.1	%		92.1	%
Funds from acceptance and issuance of securities		17,320			19,596			8,371			-11.6	%		134.1	%
Interbank and interbranch accounts		3,077			3,008			1,856			2.3	%		62.1	%
Borrowings and onlending		34,692			42,636			16,800			-18.6	%		153.8	%
Derivative financial instruments		5,476			14,807			3,857			-63.0	%		283.9	%
Technical provisions for insurance, pension plan and capitalization		52,404			43,182			23,832			21.4	%		81.2	%
Other liabilities		118,180			137,011			62,671			-13.7	%		118.6	%
Foreign exchange portfolio		27,682			50,761			18,918			-45.5	%		168.3	%
Subordinated debt		22,038			22,426			11,375			-1.7	%		97.1	%
Sundry		68,460			63,824			32,378			7.3	%		97.1	%
Deferred income		194			231			74			-16.2	%		214.4	%
Minority interest in subsidiaries		3,540			2,519			2,121			40.5	%		18.8	%

Stockholders’ equity		50,683			43,664			28,969			16.1	%		50.7	%
Total liabilities		608,273			637,202			294,876			-4.5	%		116.1	%

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Reference Form 2009 – Itaú Unibanco Holding S.A

	R$ million
	2009			2008			2007			2009 X 2008			2008 X 2007
Income from financial operations before loan losses		46,147			23,367			20,971			97.5	%		11.4	%

Result of loan losses		(14,165	)		(12,946	)		(5,495	)		9.4	%		135.6	%
Expense for allowance for loan losses		(16,399	)		(14,280	)		(6,563	)		14.8	%		117.6	%
Income from recovery of credits written off as loss		2,234			1,334			1,068			67.4	%		24.9	%

Gross income from financial operations		31,981			10,422			15,476			206.9	%		-32.7	%

Other operating income/expenses		(12,365	)		(11,123	)		(4,431	)		11.2	%		151.0	%
Banking services fees		12,455			8,649			7,775			44.0	%		11.2	%
Income from bank charges		2,772			2,555			2,399			8.5	%		6.5	%
Result from insurance, pension plan and capitalization operations		2,432			1,307			1,219			86.0	%		7.2	%
Personnel expenses		(9,832	)		(7,632	)		(5,523	)		28.8	%		38.2	%
Other administrative expenses		(11,593	)		(7,921	)		(6,403	)		46.4	%		23.7	%
Tax expenses		(4,238	)		(2,336	)		(2,533	)		81.4	%		-7.8	%
Equity in earnings of affiliated/subsidiary companies		178			194			220			-8.0	%		-11.9	%
Other operating income		941			1,509			521			-37.6	%		189.4	%
Other operating expenses		(5,480	)		(7,448	)		(2,107	)		-26.4	%		253.6	%

Operating income		19,617			(701	)		11,045			-2896.5	%		-106.4	%

Non-operating income		430			206			2,873			109.2	%		-92.8	%

Income (loss) before taxes on income and profit sharing		20,047			(496	)		13,919			-4144.3	%		-103.6	%

Income tax and social contribution		(7,421	)		9,420			(4,756	)		-178.8	%		-298.1	%

Profit sharing - statutory		(1,695	)		(855	)		(744	)		98.3	%		15.0	%
Employees		(1,491	)		(748	)		(616	)		99.4	%		21.4	%
Management members - statutory		(205	)		(107	)		(128	)		91.0	%		-16.1	%

Minority interest in subsidiaries		(864	)		(266	)		55			224.3	%		-585.1	%

Net income (loss)		10,067			7,803			8,474			29.0	%		-7.9	%

We present below the main changes in the balance sheet accounts at December 31, 2009, 2008 and 2007, taking into consideration that the balances for the periods ended 2009 and 2008 reflect the consolidation in Itaú Unibanco of the Unibanco operations, while those for 2007 operations reflect only the balances of Itaú.

The total balance of assets amounted to R$ 608,273 million at the end of 2009, a drop of 4.5% in relation to the previous year; at December 31, 2008 the total consolidated assets of Itaú Unibanco amounted to R$ 637,202 million, an increase of 116.1% as compared to the balance amounting to R$ 294,876 million at December 31, 2007.

At December 31, 2009, the loan portfolio not including endorsements and sureties reached R$ 245,951 million, an increase of 2.0% in relation to the previous year. Taking into consideration only the loan and financing operations targeted at the retail market – portfolios of credit card, individual loan, vehicle financing, very-small, small and middle-market companies, rural loan and real estate financing – we noted a growth of 14.4% in the portfolio balance, totaling R$ 175,192 million. On the other hand, we recorded a drop of 20.6% in loan operations carried out with large companies and of 13.3% in the portfolios in Argentina, Chile, Uruguay and Paraguay, a result of the appreciation of the Brazilin real in relation to foreign currencies and the recovery of capital markets, which once again came to represent an important area for the investment projects of large conglomerates.

The total balance of our loan portfolio, not including endorsements and sureties, totaled R$ 241,043 million at December 31, 2008, which represents an increase of 108.6% in relation to the balance at December 31, 2007. The merger with Unibanco performed a fundamental role in this variation. We particularly mention the operations of loan to companies, which grew 167.8% in relation to the previous year. The balance of the large companies segment grew 181.1%, whereas that of the very small, small and middle-market companies segment grew 150.4% in the period. The credit card portfolio grew 116.4% as compared to the balance for the previous year. The vehicle financing portfolio maintained a significant growth rate, of 61.6% in relation to 2007. The sum of the real estate financing portfolio and the rural loan portfolio grew 87.8%, mainly because of the expansion of the former. Loan operations carried out by our foreign branches (Argentina, Chile, Uruguay and Paraguay) increased 45.2% in relation to the previous year, mainly stimulated by foreign exchange variation and consolidation of Interbanco operations in Paraguay.

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Reference Form 2009 – Itaú Unibanco Holding S.A

Our main source of funds is deposits, this funding includes demand, savings, time and interbank deposits. At December 31, 2009, total deposits reached approximately R$ 190,772 million, representing 57.8% of total funds; at December 31, 2008 total deposits reached approximately R$ 206,189 million, representing 61.1% of total funds; at December 31, 2007 total deposits reached approximately R$ 81,592 million, representing 50.6% of total funds. Our time deposits represented 60.1%, 65.9% and 29.2% of total deposits at December 31, 2009, 2008 and 2007.

The deposit balance at December 31, 2009 decreased 7.5% in relation to the same period of the previous year, which was basically a drop of 15.6% in funding through time deposits, which was not counterbalanced by the increase of 22.7% in savings deposits.

The deposit balance at the end of 2008 had the impact of the merger of Itaú and Unibanco, and posted a growth of 152.7%, mainly because of the big increase in time deposits, which improved 469.8% between 2008 and 2007. Another funding that substantially contributed to this improvement were the saving deposits, which grew 40.4% as compared to the periods ended 2008 and 2007.

Consolidated shareholders’ equity totaled R$ 50,683 million at December 31, 2009, whereas it reached R$ 43,664 million at the end of 2008 and R$ 28,969 million at the end of 2007, representing respective growths of 16.1% and 50.7% as compared to December 31, 2008 and 2007. The variation between 2009 and 2008 is basically due to the result for the period and the payment of interest on capital and dividends, whereas in 2008 and 2007 the main variation refers to the effects of the Itaú and Unibanco merger.

10.2. – Directors should comment on:

a) results of operations, in particular:

I - Description of any important components of revenue

II - Factors that materially affected operating income and expenses

2009 X 2008

	R$ million
	2009			2008			Nominal Variation			Variation (%)
Income from financial operations before loan losses		46,147			23,367			22,779			97.5	%

Result of loan losses		(14,165	)		(12,946	)		(1,220	)		9.4	%
Expense for allowance for loan losses		(16,399	)		(14,280	)		(2,119	)		14.8	%
Income from recovery of credits written off as loss		2,234			1,334			900			67.4	%

Gross income from financial operations		31,981			10,422			21,560			206.9	%

Other operating income/expenses		(12,365	)		(11,123	)		(1,241	)		11.2	%
Banking services fees		12,455			8,649			3,806			44.0	%
Income from bank charges		2,772			2,555			217			8.5	%
Result from insurance, pension plan and capitalization operations		2,432			1,307			1,124			86.0	%
Personnel expenses		(9,832	)		(7,632	)		(2,200	)		28.8	%
Other administrative expenses		(11,593	)		(7,921	)		(3,672	)		46.4	%
Tax expenses		(4,238	)		(2,336	)		(1,902	)		81.4	%
Equity in earnings of affiliated/subsidiary companies		178			194			(16	)		-8.0	%
Other operating income		941			1,509			(568	)		-37.6	%
Other operating expenses		(5,480	)		(7,448	)		1,969			-26.4	%

Operating income		19,617			(701	)		20,318			-2896.5	%

Non-operating income		430			206			225			109.2	%

Income (loss) before taxes on income and profit sharing		20,047			(496	)		20,543			-4144.3	%

Income tax and social contribution		(7,421	)		9,420			(16,842	)		-178.8	%

Profit sharing - statutory		(1,695	)		(855	)		(840	)		98.3	%
Employees		(1,491	)		(748	)		(743	)		99.4	%
Management members - statutory		(205	)		(107	)		(98	)		91.0	%

Minority interest in subsidiaries		(864	)		(266	)		(598	)		224.3	%

Net income (loss)		10,067			7,803			2,263			29.0	%

Comments on the main variations in the statements of income for 2009, 2008 and 2007 are shown in item 10.2.(a) of this Form.

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Reference Form 2009 – Itaú Unibanco Holding S.A

Income from financial operations before loan losses

In 2009, the income from financial operations before loan losses reached R$ 46,147 million, which corresponds to an increase of 97.5% in relation to 2008. This change was mainly caused by the following factors: (i) we noted a significant increase in the average balance of loan and financing operations – in part associated with the consolidation of Unibanco operations – together with a change in the mix of clients and products. (ii) We also put in an extremely satisfactory treasury performance, as a result of the impact of the drop in interest rates and foreign exchange coupons in fixed income and foreign exchange positions in the local market. (iii) Another important factor which contributed to this change was the impact arising from our strategy on foreign exchange risk of the capital invested abroad, which aims at neutralizing the foreign exchange risk, by using derivative financial instruments, also taking into consideration the tax effects. According to the Brazilian tax legislation, the gains and losses on foreign exchange change in investments in subsidiaries abroad are not taxable – in the case of gains, – and not deductible – in case of losses, being a permanent difference. Meanwhile, gains and losses on financial instruments used for hedging investments abroad are taxable or deductible. Our hedge strategy totally counteracts these effects, since we set up a hedge at a volume higher than the hedged asset, so that the result of the total foreign exchange exposure, net of tax effects, is practically nil. Accordingly, in 2009, with the appreciation of the real in relation to other foreign currencies, we verified secured a gain from financial instruments while, on the other hand, in 2008 we noted a devaluation of the real in relation to foreign currencies, which gave rise to losses on financial instruments.

Expenses for allowance for loan losses

Our expenses for allowance for loan losses grew 14.8% in relation to 2008, totaling R$ 16,399 million. Over 2009, we noted the impact of two events that together resulted in the increase in these expenses. First we changed our mix of clients and increased the balance of funds allocated to retail loan and financing operations, which required a higher volume of allowance. Second, the international financial crisis increased the risk of clients and caused the expenses of allowances related to loan granting operations to grow.

Our default ratio in terms of loans overdue for more than 90 days reached 5.6% in 2009, whereas it stood at 3.9% in 2008. We particularly noted an increase in default over the first half of 2009, but from that period the default in individual operations became stable at 8.1%, falling to 7.6% in the last quarter of the year. On the other hand, the corporate client operations reached peak default in the third quarter of the year, standing at 4.1% and returning to 4.0% in the fourth quarter of 2009.

The recovery of credit previously written off as losses grew 67.4% as compared to the prior year, as a result of policies on collection adopted, which aimed to reintegrate clients that are current and non-current account holders into the use of of credit.

Income from banking service fees and bank charges

In 2009, income from banking service fees reached R$ 12,455 million, which is equivalent to an addition of 44.0% in relation to the prior year. Income from bank charges totaled R$ 2,772 million, which corresponds to an increase of 8.5% as compared to the prior year.

2009 was marked not only by the consequences of the international financial crisis but also by changes in regulatory frameworks, affecting our income from banking service fees. This was because of a prohibition on collecting fees for renewing registration, which affected our income from current account services. Despite the recovery of economic activity after the crisis, many companies continued to adopt conservative positions in relation to new investments and funding in the market. Such conservatism caused our income from the placement of securities in capital markets and economic and financial advisory to show a reduction, mainly in the first half of 2009. However, in the second half we noted growing recovery in these activities. In 2009, we also noted an increase in income from credit cards, as compared to 2009 and 2008, as a consequence of the popularization of the use of cards in business transactions and the expansion of our card base. We also noted an addition in income from asset management, which contributed R$ 2,201 million to income from banking service fees, considering that the balance of managed assets posted a growth of 29.3% in relation to 2008, totaling R$ 333,869 million. In relation to income from bank charges, the reduction in income from credit/registration operations because of changes in practices relating to priority service fees, under the terms of the policy adopted by the Central Bank, was offset by the increase in income from service packages, in view of the increase in the volume of transactions.

108

VI - approve resolutions on retained profits or the setting up of reserves; and

VII - approve resolutions on the stock option plans of the Issuer and its controlled companies.

In addition, the shareholders’ meeting is incumbent to perform the duties established in the Brazilian Corporate Law, such as amending the Bylaws.

c) addresses (street or electronic) where the documents related to the Shareholders’ Meeting will be available to shareholders for analysis

The documents to be analyzed at Shareholders’ Meetings are available in the Issuer’s headquarters, located at Praça Alfredo de Souza Aranha No. 100, Torre Itaúsa, São Paulo, SP, as well as on its investor relations website (www.itau-unibanco.com.br/ri). Shareholders may also request a copy of such documents through the following e-mail: relacoes.investidores@itau-unibanco.com.br; or consult such documents on the websites of the Brazilian Securities and Exchange Commission (www.cvm.gov.br) and BM&FBOVESPA (www.bovespa.com.br).

d) identification and management of conflicts of interest

According to the provisions of the internal rules of the Board of Directors, conflicts of interest shall be identified by the members themselves, who shall inform the Board about them as soon as the subject is included in the agenda or proposed by the Chairman of the Board. In addition, according to paragraphs 1, 2 and 4 of Article 115 of the Brazilian Corporate Law, shareholders cannot vote in meetings that resolve about an appraisal report of assets that contributed to the capital, approve their accounts as management members or any other resolution that may benefit them, under penalty of (i) the resolution being cancelled; (ii) taking responsibility for inflicted damages; and (iii) being required to transfer to the Issuer the advantages obtained.

e) requests for proxies by management for the exercise of voting rights

There were no requests of proxies by management for the exercise of voting rights in the last three years.

f) formalities necessary for accepting proxy instruments granted by shareholders, indicating whether the Issuer accepts proxies granted by shareholders by electronic means

The shareholders can be represented at Shareholders’ Meetings by a proxy, under the provisions of Article 126 of the Brazilian Corporate Law.

In order to facilitate the works, the Issuer suggests that the shareholders represented by proxy send by mail or messenger to the Centro Empresarial Itaúsa, Superintendency of Corporate Affairs, Praça Alfredo Egydio de Souza Aranha, 100, Parque Jabaquara, City of São Paulo, State of São Paulo, Brazil, CEP 04344-902 or by fax (011) 5019-8103, or the e-mail relacoes.investidores@itau-unibanco.com.br, at least 48 hours before the meeting, a copy of the following documents:

a) Companies – bylaws of the company it represents, evidence on election of management members and corresponding notarized proxy.

b) Individuals – the corresponding proxy with notarized signature.

At the Shareholders’ Meeting, the shareholder or proxy is required to show an identification document, as the case may be.

The Issuer still does not have a system for accepting proxy by electronic means.

g) maintenance of forums and pages on the World Web Internet designed for receiving and sharing the comments of shareholders on the meetings’ agendas

The Issuer does not maintain forums or pages on the World Web Internet designed for receiving and sharing the comments of shareholders on the meetings’ agendas.

h) live broadcast of meetings via video or audio

The Issuer does not have a system for live broadcasting and/or audio broadcasting of shareholders’ meetings.

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Reference Form 2009 – Itaú Unibanco Holding S.A

i) mechanisms designed to allow for the inclusion of proposals made by shareholders in the agenda

The Issuer holds public meetings so that investors, analysts and shareholders can interact with the top management and discuss strategies for making investment decisions. In these meetings shareholders have the opportunity of manifesting their opinions, and to criticize and make suggestions to the management, including themes that they would like to be discussed at Shareholders’ Meetings.

Shareholders can also contact the Issuer to formulate proposals to the management through the following e-mail: relacoes.investidores@itau-unibanco.com.br.

12.3. In a table, please give the dates and newspapers of the publication of:

	Dates of Publication
	Year Ended 2007	Year Ended 2008	Year Ended 2009	Newspaper
Communication to shareholders that the financial statements are available	-o-	-o-	-o-	-o-
	04/08/2008	04/09/2009	4/9/2010	Official Gazette of the State of São Paulo / Valor Econômico newspaper
Call notice for the annual Shareholders’ Meeting that approved the financial statements	04/09/2008	04/13/2009	4/12/2010	Official Gazette of the State of São Paulo / Valor Econômico newspaper
	04/10/2008	04/14/2009	4/13/2010	Official Gazette of the State of São Paulo / Valor Econômico newspaper
Minutes of the annual that approved the financial statements	06/07/2008	09/01/2009		Official Gazette of the State of São Paulo / Valor Econômico newspaper
Financial statements	03/14/2008	03/24/2009	3/12/2010	Official Gazette of the State of São Paulo / Valor Econômico newspaper

12.4. Describe the rules, policies and practices related to the board of directors, indicating:

a) frequency of meetings

The Board of Directors will meet ordinarily 8 (eight) times annually and, extraordinarily, whenever corporate interests so demand. In 2009, the Board of Directors met 10 (ten) times.

b) if applicable, the provisions in the shareholders’ agreement that place restrictions or conditions on the exercise of the voting rights of Directors

The shareholders’ agreement of IUPAR - Itaú Unibanco Participações S.A. and Itaú Unibanco Holding S.A. (“IUPAR shareholders’ sgreement”) provisions states that the members appointed as established therein shall always vote jointly on certain matters.

c) rules for identifying and managing conflicts of interest

According to the Internal Rules of the Board of Directors, its members shall not participate in resolutions on matters in which their interests conflict with those of the company. Each member shall inform to the Board of its conflict of interest as soon as the conflicting matter it is included in the agenda or proposed by the Chairman of the Board and, in any case, before the start of any discussion about each theme. In the first meeting following her/his election, the elected member shall inform the Board members of the following: (i) main activities carried out outside the company, (ii) participation in the Boards of other companies; and (iii) business relationship with companies of the Itaú Unibanco Group, including the provision of services to these companies. This information shall be provided annually and whenever a new event that requires the update of such information occurs. The Board members can only participate in up to 4 (four) Boards of Directors of companies that are not owned by only one economic group. In relation to this limit, the exercise of this duty in philanthropic entities, clubs or associations will not be taken into consideration. Such a limit can be crossed upon approval of the Appointments and Corporate Governance Committee. If the Board member or company controlled or managed by her/him makes a transaction with companies of the Itaú Unibanco Group, the following rules shall be followed: (i) the transaction shall be made under market conditions; (ii) if it does not involve a usual transaction or service provision, there shall be reports issued by first-rate companies confirming that the transaction was made under market conditions; (iii) the transaction shall be announced informed to the Appointments and Corporate Governance Committee; and (d) the transaction shall be conducted through the channels that are usually incumbent on the hierarchy of the Itaú Unibanco Group.

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Reference Form 2009 – Itaú Unibanco Holding S.A

12.5. If applicable, please describe the commitment clause contained in the Bylaws for settling conflicts between shareholders and between shareholders and the Issuer by means of arbitration

None.

12.6 With respect to each member of the Issuer’s Board of Directors and fiscal council members, please provide below the following information:

MEMBERS OF THE BOARD OF DIRECTORS

Name	Pedro Moreira Salles
Age	50
Profession	Banker
Individual Taxpayer’s Registry (CPF) number or passport number	551.222.567-72
Elected position held	Chairman of the Board of Directors
Date of election	4/26/2010
Date of investiture	6/1/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Strategy Committee Member of the Appointments and Corporate Governance Committee Member of the Personnel Committee
Elected by the parent company	Yes

Name	Alfredo Egydio Arruda Villela Filho
Age	40
Profession	Engineer
Individual Taxpayer’s Registry (CPF) number or passport number	066.530.838-88
Elected position held	Vice-Chairman of the Board of Directors
Date of election	4/26/2010
Date of investiture	6/1/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Disclosure and Trading Committee Member of the Strategy Committee Member of the Appointments and Corporate Governance Committee
Elected by the parent company	Yes

138

Reference Form 2009 – Itaú Unibanco Holding S.A

Name	Roberto Egydio Setubal
Age	55
Profession	Engineer
Individual Taxpayer’s Registry (CPF) number or passport number	007.738.228-52
Elected position held	Vice-Chairman of the Board of Directors Chief Executive Officer
Date of election	4/26/2010
Date of investiture	6/1/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Capital and Risk Management Committee Member of the Personnel Committee Member of the Strategy Committee
Elected by the parent company	Yes

Name	Alcides Lopes Tápias
Age	67
Profession	Lawyer
Individual Taxpayer’s Registry (CPF) number or passport number	024.054.828-00
Elected position held	Member of the Board of Directors
Date of election	4/26/2010
Date of investiture	6/1/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Disclosure and Trading Committee Member of the Audit Committee
Elected by the parent company	Yes

Name	Alfredo Egydio Setubal
Age	51
Profession	Business administrator
Individual Taxpayer’s Registry (CPF) number or passport number	014.414.218-07
Elected position held	Member of the Board of Directors Executive Vice-President
Date of election	4/26/2010
Date of investiture	6/1/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Appointments and Corporate Governance Committee Member of the Disclosure and Trading Committee
Elected by the parent company	Yes

Name	Candido Botelho Bracher
Age	51
Profession	Business administrator
Individual Taxpayer’s Registry (CPF) number or passport number	039.690.188-38
Elected position held	Member of the Board of Directors Executive Vice-President
Date of election	4/26/2010
Date of investiture	6/1/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Personnel Committee Member of the Capital and Risk Management Committee
Elected by the parent company	Yes

Name	Fernando Roberto Moreira Salles
Age	63
Profession	Industrialist
Individual Taxpayer’s Registry (CPF) number or passport number	002.938.068-53
Elected position held	Member of the Board of Directors
Date of election	4/26/2010
Date of investiture	6/1/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Appointments and Corporate Governance Committee
Elected by the parent company	Yes

139

Reference Form 2009 – Itaú Unibanco Holding S.A

Name	Francisco Eduardo de Almeida Pinto
Age	51
Profession	Economist
Individual Taxpayer’s Registry (CPF) number or passport number	664.226.777-87
Elected position held	Member of the Board of Directors
Date of election	4/26/2010
Date of investiture	6/1/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Capital and Risk Management Member of the Personnel Committee
Elected by the parent company	Yes

Name	Gustavo Jorge Laboissière Loyola
Age	57
Profession	PhD in Economy
Individual Taxpayer’s Registry (CPF) number or passport number	101.942.071-53
Elected position held	Member of the Board of Directors
Date of election	4/26/2010
Date of investiture	6/1/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Capital and Risk Management Committee Member of the Board
Elected by the parent company	Yes

Name	Henri Penchas
Age	64
Profession	Engineer
Individual Taxpayer’s Registry (CPF) number or passport number	061.738.378-20
Elected position held	Member of the Board of Directors
Date of election	4/26/2010
Date of investiture	6/1/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Strategy Committee Member of the Appointments and Corporate Governance Committee
Elected by the parent company	Yes

Name	Israel Vainboim
Age	65
Profession	Engineer
Individual Taxpayer’s Registry (CPF) number or passport number	090.997.197-87
Elected position held	Member of the Board of Directors
Date of election	4/26/2010
Date of investiture	6/1/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Strategy Committee and Member of the Appointments and Corporate Governance Committee
Elected by the parent company	Yes

Name	Pedro Luiz Bodin de Moraes
Age	53
Profession	Economist
Individual Taxpayer’s Registry (CPF) number or passport number	548.346.867-87
Elected position held	Member of the Board of Directors
Date of election	4/26/2010
Date of investiture	6/1/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Capital and Risk Management Committee
Elected by the parent company	Yes

140

Reference Form 2009 – Itaú Unibanco Holding S.A

Name	Ricardo Villela Marino
Age	36
Profession	Engineer
Individual Taxpayer’s Registry (CPF) number or passport number	252.398.288-90
Elected position held	Member of the Board of Directors
Date of election	4/26/2010
Date of investiture	6/1/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Personnel Committee Member of the Board
Elected by the parent company	Yes

Name	Caio Ibrahim David
Age	42
Profession	Engineer
Individual Taxpayer’s Registry (CPF) number or passport number	101.398.578-85
Elected position held	Executive Director
Date of election	05/03/2010
Date of investiture	06/08/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	N/A
Elected by the parent company	N/A

Name	Claudia Politanski
Age	39
Profession	Lawyer
Individual Taxpayer’s Registry (CPF) number or passport number	132.874.158-32
Elected position held	Executive Director
Date of election	05/03/2010
Date of investiture	06/08/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Disclosure and Trading Committee
Elected by the parent company	-o-

Name	Marcos de Barros Lisboa
Age	45
Profession	Economist
Individual Taxpayer’s Registry (CPF) number or passport number	806.030.257-49
Elected position held	Executive Director
Date of election	05/03/2010
Date of investiture	06/08/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	-o-
Elected by the parent company	-o-

Name	Ricardo Baldin
Age	55
Profession	Bachelor’s degree in Accounting Science
Individual Taxpayer’s Registry (CPF) number or passport number	163.678.040-72
Elected position held	Executive Director
Date of election	05/03/2010
Date of investiture	06/08/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	-o-
Elected by the parent company	-o-

141

Reference Form 2009 – Itaú Unibanco Holding S.A

Name	Sérgio Ribeiro da Costa Werlang
Age	50
Profession	Engineer
Individual Taxpayer’s Registry (CPF) number or passport number	506.666.577-34
Elected position held	Executive Director
Date of election	05/03/2010
Date of investiture	06/08/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	-o-
Elected by the parent company	-o-

Name	Jackson Ricardo Gomes
Age	52
Profession	Engineer
Individual Taxpayer’s Registry (CPF) number or passport number	019.723.148-90
Elected position held	Director
Date of election	05/03/2010
Date of investiture	06/08/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	-o-
Elected by the parent company	-o-

Name	José Eduardo Lima de Paula Araujo
Age	39
Profession	Lawyer
Individual Taxpayer’s Registry (CPF) number or passport number	147.989.458-38
Elected position held	Director
Date of election	05/03/2010
Date of investiture	06/08/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	-o-
Elected by the parent company	-o-

Name	Luiz Felipe Pinheiro de Andrade
Age	46
Profession	Engineer
Individual Taxpayer’s Registry (CPF) number or passport number	549.930.836-53
Elected position held	Director
Date of election	05/03/2010
Date of investiture	06/08/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	-o-
Elected by the parent company	-o-

Name	Marco Antonio Antunes
Age	50
Profession	Engineer
Individual Taxpayer’s Registry (CPF) number or passport number	002.975.098-96
Elected position held	Director
Date of election	05/03/2010
Date of investiture	06/08/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	-o-
Elected by the parent company	-o-

142

Reference Form 2009 – Itaú Unibanco Holding S.A

Name	Wagner Roberto Pugliese
Age	51
Profession	Accountant
Individual Taxpayer’s Registry (CPF) number or passport number	006.233.488-37
Elected position held	Director
Date of election	05/03/2010
Date of investiture	06/08/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	-o-
Elected by the parent company	-o-

Name	Iran Siqueira Lima
Age	65
Profession	Economist
Individual Taxpayer’s Registry (CPF) number or passport number	035.001.957-68
Elected position held	Effective Member of the Fiscal Council
Date of election	4/26/2010
Date of investiture	6/01/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	-o-
Elected by the parent company	Yes

Name	Alberto Sozin Furuguem
Age	67
Profession	Economist
Individual Taxpayer’s Registry (CPF) number or passport number	046.876.477-15
Elected position held	Effective Member of the Fiscal Council
Date of election	4/26/2010
Date of investiture	6/01/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	-o-
Elected by the parent company	Yes

Name	Artemio Bertholini
Age	62
Profession	Accountant
Individual Taxpayer’s Registry (CPF) number or passport number	095.365.318-67
Elected position held	Deputy Member of the Fiscal Council
Date of election	4/26/2010
Date of investiture	6/01/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	-o-
Elected by the parent company	No

Mr. Osvaldo Roberto Nieto, elected by the preferred shareholders at the Annual Shareholders’ Meeting of April 26, 2010 to hold the position of deputy member of the Fiscal Council, by appointment of the shareholder PREVI - Caixa de Previdência dos Funcionários do Banco do Brasil, did not take office, reason why his details are not included in item 12.6 of the Reference Form.

Name	José Marcos Konder Comparato
Age	77
Profession	Engineer
Individual Taxpayer’s Registry (CPF) number or passport number	005.902.588-34
Elected position held	Deputy Member of the Fiscal Council
Date of election	4/26/2010
Date of investiture	6/01/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	-o-
Elected by the parent company	Yes

143

Reference Form 2009 – Itaú Unibanco Holding S.A

Name	João Costa
Age	59
Profession	Economist
Individual Taxpayer’s Registry (CPF) number or passport number	476.511.728-68
Elected position held	Alternate Member of the Fiscal Council
Date of election	4/26/2010
Date of investiture	6/01/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	-o-
Elected by the parent company	Yes

12.7. Supply the information mentioned in item 12.6 with respect to the members of the statutory committees, as well as of the Audit, Risk, Financial and Compensation Committees, even if these committees or structures are not statutory

AUDIT COMMITTEE

Name	Gustavo Jorge Laboissière Loyola
Age	57
Profession	PhD in Economy
Individual Taxpayer’s Registry (CPF) number or passport number	101.942.071-53
Elected position held	President of the Audit Committee
Date of election	05/03/2010
Date of investiture	06/08/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Capital and Risk Management Committee Member of the Board of Directors
Elected by the parent company	-o-

Name	Alcides Lopes Tápias
Age	67
Profession	Lawyer
Individual Taxpayer’s Registry (CPF) number or passport number	024.054.828-00
Elected position held	Member of the Audit Committee
Date of election	05/03/2010
Date of investiture	06/08/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Disclosure and Trading Committee Member of the Board of Directors
Elected by the parent company	-o-

Name	Eduardo Augusto de Almeida Guimarães
Age	64
Profession	Economist
Individual Taxpayer’s Registry (CPF) number or passport number	091.663.357.87
Elected position held	Member of the Audit Committee
Date of election	05/03/2010
Date of investiture	06/08/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	-o-
Elected by the parent company	-o-

144

Reference Form 2009 – Itaú Unibanco Holding S.A

Name	Guy Almeida Andrade
Age	55
Profession	Business administrator
Individual Taxpayer’s Registry (CPF) number or passport number	771.729.228-91
Elected position held	Member of the Audit Committee
Date of election	05/03/2010
Date of investiture	06/08/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	-o-
Elected by the parent company	-o-

Name	Alkimar Ribeiro Moura
Age	68
Profession	Economist
Individual Taxpayer’s Registry (CPF) number or passport number	031.077.288-53
Elected position held	Member of the Audit Committee
Date of election	05/03/2010
Date of investiture	06/08/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	-o-
Elected by the parent company	-o-

CAPITAL AND RISK MANAGEMENT COMMITTEE

Name	Roberto Egydio Setubal
Age	55
Profession	Engineer
Individual Taxpayer’s Registry (CPF) number or passport number	007.738.228-52
Elected position held	Member of the Capital and Risk Management Committee
Date of election	05/03/2010
Date of investiture	05/03/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Personnel Committee Member of the Strategy Committee Vice-Chairman of the Board of Directors Chief Executive Officer
Elected by the parent company	-o-

Name	Candido Botelho Bracher
Age	51
Profession	Business administrator
Individual Taxpayer’s Registry (CPF) number or passport number	039.690.188-38
Elected position held	Member of the Capital and Risk Management Committee
Date of election	05/03/2010
Date of investiture	05/03/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Personnel Committee Member of the Board of Directors Executive Vice-President
Elected by the parent company	-o-

Name	Francisco Eduardo de Almeida Pinto
Age	51
Profession	Economist
Individual Taxpayer’s Registry (CPF) number or passport number	664.226.777-87
Elected position held	Member of the Capital and Risk Management Committee
Date of election	05/03/2010
Date of investiture	05/03/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Board of Directors Member of the Personnel Committee
Elected by the parent company	-o-

145

Reference Form 2009 – Itaú Unibanco Holding S.A

Name	Gustavo Jorge Laboissière Loyola
Age	57
Profession	PhD in Economy
Individual Taxpayer’s Registry (CPF) number or passport number	101.942.071-53
Elected position held	Member of the Capital and Risk Management Committee
Date of election	05/03/2010
Date of investiture	05/03/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Board of Directors President of the Audit Committee
Elected by the parent company	-o-

Name	Pedro Luiz Bodin de Moraes
Age	53
Profession	Economist
Individual Taxpayer’s Registry (CPF) number or passport number	548.346.867-87
Elected position held	Member of the Capital and Risk Management Committee
Date of election	05/03/2010
Date of investiture	05/03/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Board of Directors
Elected by the parent company	-o-

PERSONNEL COMMITTEE

Name	Pedro Moreira Salles
Age	50
Profession	Banker
Individual Taxpayer’s Registry (CPF) number or passport number	551.222.567-72
Elected position held	Member of the Personnel Committee
Date of election	05/03/2010
Date of investiture	05/03/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Strategy Committee Member of the Appointments and Corporate Governance Committee Chairman of the Board of Directors
Elected by the parent company	-o-

Name	Roberto Egydio Setubal
Age	55
Profession	Engineer
Individual Taxpayer’s Registry (CPF) number or passport number	007.738.228-52
Elected position held	Member of the Personnel Committee
Date of election	05/03/2010
Date of investiture	05/03/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Strategy Committee Member of the Capital and Risk Management Committee Vice-Chairman of the Board of Directors Chief Executive Officer
Elected by the parent company	-o-

146

Reference Form 2009 – Itaú Unibanco Holding S.A

Name	Candido Botelho Bracher
Age	51
Profession	Business administrator
Individual Taxpayer’s Registry (CPF) number or passport number	039.690.188-38
Elected position held	Member of the Personnel Committee
Date of election	05/03/2010
Date of investiture	05/03/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Capital and Risk Management Committee Member of the Board of Directors Executive Vice-President
Elected by the parent company	-o-

Name	Francisco Eduardo de Almeida Pinto
Age	51
Profession	Economist
Individual Taxpayer’s Registry (CPF) number or passport number	664.226.777-87
Elected position held	Member of the Personnel Committee
Date of election	05/03/2010
Date of investiture	05/03/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Capital and Risk Management Committee Member of the Board of Directors
Elected by the parent company	-o-

Name	Ricardo Villela Marino
Age	36
Profession	Engineer
Individual Taxpayer’s Registry (CPF) number or passport number	252.398.288-90
Elected position held	Member of the Personnel Committee
Date of election	05/03/2010
Date of investiture	05/03/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Board of Directors
Elected by the parent company	-o-

STRATEGY COMMITTEE

Name	Pedro Moreira Salles
Age	50
Profession	Banker
Individual Taxpayer’s Registry (CPF) number or passport number	551.222.567-72
Elected position held	Chairman of the Board of Directors
Date of election	05/03/2010
Date of investiture	05/03/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Strategy Committee Member of the Appointments and Corporate Governance Committee Member of the Personnel Committee
Elected by the parent company	Yes

147

Reference Form 2009 – Itaú Unibanco Holding S.A

Name	Henri Penchas
Age	64
Profession	Engineer
Individual Taxpayer’s Registry (CPF) number or passport number	061.738.378-20
Elected position held	Member of the Strategy Committee
Date of election	05/03/2010
Date of investiture	05/03/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Board of Directors Member of the Appointments and Corporate Governance Committee
Elected by the parent company	-o-

Name	Israel Vainboim
Age	65
Profession	Engineer
Individual Taxpayer’s Registry (CPF) number or passport number	090.997.197-87
Elected position held	Member of the Strategy Committee
Date of election	05/03/2010
Date of investiture	05/03/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Board of Directors Member of the Appointments and Corporate Governance Committee
Elected by the parent company	-o-

Name	Ricardo Villela Marino
Age	36
Profession	Engineer
Individual Taxpayer’s Registry (CPF) number or passport number	252.398.288-90
Elected position held	Member of the Personnel Committee
Date of election	05/03/2010
Date of investiture	05/03/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Board of Directors Member of the Personnel Committee
Elected by the parent company	-o-

Name	Roberto Egydio Setubal
Age	55
Profession	Engineer
Individual Taxpayer’s Registry (CPF) number or passport number	007.738.228-52
Elected position held	Member of the Strategy Committee
Date of election	05/03/2010
Date of investiture	05/03/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Vice-Chairman of the Board of Directors Chief Executive Officer Member of the Capital and Risk Management Committee Member of the Personnel Committee
Elected by the parent company	-o-

148

Reference Form 2009 – Itaú Unibanco Holding S.A

APPOINTMENTS AND CORPORATE GOVERNANCE COMMITTEE

Name	Pedro Moreira Salles
Age	50
Profession	Banker
Individual Taxpayer’s Registry (CPF) number or passport number	551.222.567-72
Elected position held	Member of the Personnel Committee
Date of election	05/03/2010
Date of investiture	05/03/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Strategy Committee Member of the Appointments and Corporate Governance Committee Chairman of the Board of Directors
Elected by the parent company	-o-

Name	Alfredo Egydio Arruda Villela Filho
Age	40
Profession	Engineer
Individual Taxpayer’s Registry (CPF) number or passport number	066.530.838-88
Elected position held	Member of the Appointments and Corporate Governance Committee
Date of election	05/03/2010
Date of investiture	05/03/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Vice-Chairman of the Board of Directors Member of the Disclosure and Trading Committee Member of the Strategy Committee
Elected by the parent company	-o-

Name	Alfredo Egydio Setubal
Age	51
Profession	Business administrator
Individual Taxpayer’s Registry (CPF) number or passport number	014.414.218-07
Elected position held	Member of the Appointments and Corporate Governance Committee
Date of election	05/03/2010
Date of investiture	05/03/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Board of Directors Executive Vice-President Member of the Disclosure and Trading Committee
Elected by the parent company	-o-

Name	Fernando Roberto Moreira Salles
Age	63
Profession	Industrialist
Individual Taxpayer’s Registry (CPF) number or passport number	002.938.068-53
Elected position held	Member of the Appointments and Corporate Governance Committee
Date of election	05/03/2010
Date of investiture	05/03/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Board of Directors
Elected by the parent company	-o-

149

Reference Form 2009 – Itaú Unibanco Holding S.A

Name	Henri Penchas
Age	64
Profession	Engineer
Individual Taxpayer’s Registry (CPF) number or passport number	061.738.378-20
Elected position held	Member of the Appointments and Corporate Governance Committee
Date of election	05/03/2010
Date of investiture	05/03/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Strategy Committee Member of the Board of Directors
Elected by the parent company	-o-

Name	Israel Vainboim
Age	65
Profession	Engineer
Individual Taxpayer’s Registry (CPF) number or passport number	090.997.197-87
Elected position held	Member of the Appointments and Corporate Governance Committee
Date of election	05/03/2010
Date of investiture	05/03/2010
Length of mandate	Annual
Other positions held or functions performed at the issuer	Member of the Board of Directors Member of the Strategy Committee
Elected by the parent company	-o-

12.8 With respect to the members of the Board of Directors and the Fiscal Council, please provide below:

a) Curriculum vitae, containing the following information:

I - Main professional experience for the last five years, indicating:

• Company name

• Position and functions inherent to the position

• Main activity of the company in which these functions were performed, mentioning the companies or organizations that are part of the economic group of (i) the issuer, or (ii) of direct or indirect shareholders with an interest equal to or higher than 5% in a same class or type of the Issuer’s securities

MEMBERS OF THE BOARD OF DIRECTORS

Name: PEDRO MOREIRA SALLES

Professional Experience

Porto Seguro S.A.

Vice-Chairman of the Board of Directors since November 2009

Main activity of the company: Holding

Banco Itaú BBA S.A.

Vice-Chairman of the Board of Directors since February 2009

Main activity of the company: Multiple-service banking, with portfolio investment.

Companhia E. Johnston de Participações

Chairman of the Board of Directors since 2008

Main activity of the company: Holding.

IUPAR – Itaú Unibanco Participações S.A.

Chairman of the Board of Directors since 2008

Main activity of the company: Holding.

Itaú Unibanco Holding S.A.

Chairman of the Board of Directors since January 2009; Executive Vice-President from November 2008 to

August 2009

Main activity of the company: Holding.

150

Reference Form 2009 – Itaú Unibanco Holding S.A

UNIBANCO - União de Bancos Brasileiros S.A.

Vice-Chairman of the Board of Directors from 2004 to November 2008

Chief Executive Officer from April 2004 to November 2008

Main activity of the company: Multiple-service banking, with commercial portfolio.

Unibanco Holdings S.A.

Vice-Chairman of the Board of Directors and Chief Executive Officer from April 2004 to November 2008

Main activity of the company: Holding.

Unibanco Seguros S.A.

Chairman of the Board of Directors from December 1995 to February 2009

Main activity of the company: Insurance

E. Johnston Representação e Participações S.A.

Chairman of the Board of Directors from 2001 to February 2009

Main activity of the company: Holding

Totvs S.A.

Member of the Board of Directors since March 2010

Main activity of the company: Communications and IT

Education: Bachelor’s degree, magna cum laude in economics and history from the University of California, in Los Angeles., Attended the international relations masters program at Yale University and the OPM – Owners/President Management Program at Harvard University.

II - Indication of all management positions he holds or has held in publicly held companies

Itaú Unibanco Holding S.A., UNIBANCO - União de Bancos Brasileiros S.A., Unibanco Holdings S.A., Porto Seguro S.A. and Totvs S.A. in the positions specified above.

b) description of any of the following events that may have taken place over the last five years:

I - Any criminal conviction - NO

II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO

III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him for the performance of any professional or commercial activity – NO

Name: ALFREDO EGYDIO ARRUDA VILLELA FILHO

Professional Experience

Itaúsa - Investimentos Itaú S.A.

Member of the Board of Directors since August 1995; Chief Executive Officer and General Manager since September 2008, President of the Disclosure and Trading Committee since April 2005, President of the Investment Policies Committee and member of the Accounting Policies Committee since August 2008.

Main activity of the company: Holding.

Itaú Unibanco Holding S.A.

Vice-Chairman of the Board of Directors since March 2003; Member of the Appointments and Compensation Committee and Disclosure and Trading Committee since May 2005, Member of the Strategy Committee and of the Appointments and Corporate Governance Committee since June 2009, Member of the Accounting Policies Committee from May 2008 to April 2009.

Main activity of the company: Holding.

Itaú Unibanco S.A.

Vice-Chairman of the Board of Directors from 2001 to March 2003

Main activity of the company: Multiple-service banking, with commercial portfolio.

Itautec S.A. – Itautec Group

Vice-Chairman of the Board of Directors since January 2010; Chairman of the Board of Directors from April 2009 to January 2010, Vice-Chairman of the Board of Directors from April 1997 to April 2009.

Main activity of the company: Manufacturing of IT equipment.

Elekeiroz S.A.

Chairman of the Board of Directors since April 2009, Vice-Chairman of the Board of Directors from April 2004 to April 2009.

Main activity of the company: Manufacturing of intermediate products for plasticizers, resins and fibers.

151

Reference Form 2009 – Itaú Unibanco Holding S.A

Duratex S.A.

Vice-Chairman of the Board of Directors since August 2009.

Main activity of the company: Manufacturing of veneer lumber, plywood, pressed wood and chipboards panels, sanitary metal, porcelain and plastic fixtures.

Education: Bachelor’s degree in Mechanical Engineering from the Mauá Engineering School of the Instituto Mauá de Tecnologia (IMT), in 1992, and post-graduate degree in business administration from Fundação Getúlio Vargas.

II - Indication of all management positions he holds or has held in publicly held companies

Itaúsa - Investimentos Itaú S.A., Itaú Unibanco Holding S.A., Itaú Unibanco S.A., Itautec S.A., Elekeiroz S.A. and Duratex S.A. in the positions specified above.

b) description of any of the following events that may have taken place over the last five years:

I - Any criminal conviction - NO

II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO

III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him for the performance of any professional or commercial activity – NO

Name: ROBERTO EGYDIO SETUBAL

Professional Experience

Itaúsa - Investimentos Itaú S.A.

Managing Vice-President since May 1994

President of the Accounting Policies Committee since August 2008

Main activity of the company: Holding.

Itaú Unibanco Holding S.A.

Vice-Chairman of the Board of Directors, Chief Executive Officer since March 2003, Member of the Capital and Risk Management Committee since May 2008, Member of the Strategy and Personnel Committees since June 2009, Chairman of the International Advisory Board from March 2003 to April 2009, Member of the Appointment and Compensation Committee from May 2005 to April 2009.

Main activity of the company: Holding.

Itaú Unibanco S.A.

Chief Executive Officer and General Manager since April 1994

General Manager from August 1990 to March 1994

Member of the Board of Directors from April 1995 to March 2003

Main activity of the company: Multiple-service banking, with commercial portfolio.

Banco Itaú BBA S.A.

Chairman of the Board of Directors since February 2003

Main activity of the company: Multiple-service banking, with portfolio investment

Itauseg Participações S.A.

Chairman of the Board of Directors since July 2005

Chief Executive Officer from March 2005 to July 2008

Main activity of the company: Holding

Brazilian Federation of Banks (Fenaban) and Brazilian Federation of Bank Associations (Febraban)

President from April 1997 to March 2001

Institute of International Finance

Vice-President since September 2003

International Monetary Conference

Board Member

The Federal Reserve Bank of New York

Member of the International Advisory Committee

152

Reference Form 2009 – Itaú Unibanco Holding S.A

New York Stock Exchange - NYSE

Member of the International Advisory Committee since April 2005

Education: Bachelor’s degree in production engineering from Escola Politécnica of Universidade de São Paulo and master’s degree in science engineering from Stanford University, 1979.

II - Indication of all management positions he holds or has held in publicly held companies

Itaúsa - Investimentos Itaú S.A., Itaú Unibanco Holding S.A., Itaú Unibanco S.A. e Itauseg Participações S.A. in the positions specified above.

b) description of any of the following events that may have taken place over the last five years:

I - Any criminal conviction - NO

II - Any conviction in an administrative proceeding of the CVM and the punishments applied - NO

III - Any conviction ruled final and unappealable at the legal or administrative levels that have suspended or disqualified him for the performance of any professional or commercial activity – NO



Identification		Itaú Unibanco Holding S.A. (“the Bank” or “the Issuer”), a corporation enrolled with the Legal Entity Taxpayer’s Registry under CNPJ/MF No. 60.872.504/0001-23, with its incorporation documents duly filed with the Board of Trade of the State of São Paulo under NIRE No. 35.3.0001023-0, registered as a listed company with the Brazilian Securities Commission (“CVM”) under No. 19348

Head office		The Issuer’s head office is located at Praça Alfredo Egydio de Souza Aranha, 100 - Torre Olavo Setubal, in the City of São Paulo, State of São Paulo, CEP 04344-902

Investor Relations Office		The Bank’s Investor Relations Office is located at Praça Alfredo Egydio de Souza Aranha, 100 - Torre Conceição – 11th floor, in the City of São Paulo, State of São Paulo. The Investor Relations Officer is Mr. Alfredo Egydio Setubal. The phone number of the Investor Relations Department is (0xx11) 5019 1549; the fax number is (0xx11) 5019 1133 and the e-mail is relacoes.investidores@itau-unibanco.com.br

Independent Auditors of the Company		PricewaterhouseCoopers Auditores Independentes for the years ended 12/31/2009, 12/31/2008 and 12/31/2007

Underwriter		Itaú Corretora de Valores S.A.

Shareholders Service		The Issuer’s shareholders service is provided at the branches of Itaú Unibanco S.A., the head office of which is located at Praça Alfredo Egydio de Souza Aranha, 100 - Olavo Setubal, in the City of São Paulo, State of São Paulo, CEP 04344-902.

Newspapers in which the Issuer Divulges its Information		Official Gazette of the State of São Paulo (Diário Oficial do Estado de São Paulo) and Valor Econômico.

Website		http://www.itau-unibanco.com.br/ri. The information included in the Company’s website is not an integral part of this Reference Form

Date of Last Review of this Reference Form		08.13.2010 (originally presented on 06.30.2010)

ITEM 1. Identification of the people responsible for the content of the form	2

ITEM 2. Auditors	3

ITEM 3. Selected financial information	4

ITEM 4. Risk factors	7

ITEM 5. Market risk	25

ITEM 6. Issuer’s history	33

ITEM 7. Activities of the issuer	51

ITEM 8. Economic group	87

ITEM 9. Relevant assets	89

ITEM 10. Comments of executive officers	98

ITEM 11. Projections	128

ITEM 12. Stockholders’ meetings and management	129

ITEM 13. Management compensation	173

ITEM 14. Human resources	188

ITEM 15. Control	192

ITEM 16. Transactions with related parties	197

ITEM 17. Capital	200

ITEM 18. Securities	203

ITEM 19. Repurchase plans and treasury securities	209

ITEM 20. Securities trading policy	211

ITEM 21. Information disclosure policy	213

ITEM 22. Extraordinary business	215

Report of Independent Auditors on Reference Form (CVM Instruction 480)	216

	São Paulo (SP), June 30, 2010.

	ITAÚ UNIBANCO HOLDING S.A.

	ROBERTO EGYDIO SETUBAL	ALFREDO EGYDIO SETUBAL
	Chief Executive Officer	Investor Relations Officer


	2009	2008	2007
a. Corporate name	PricewaterhouseCoopers Auditores Independentes	PricewaterhouseCoopers Auditores Independentes	PricewaterhouseCoopers Auditores Independentes
b. Name of the people in charge	Paulo Sérgio Miron	Emerson Laerte da Silva	Emerson Laerte da Silva
b. Individual taxpayer’s registry
(CPF) number	076.444.278-30	125.160.718-76	125.160.718-76
b. Phone number	3674-3746	3674-3833	3674-3833
b. E-mail	paulo.miron@br.pwc.com	emerson.laerte@br.pwc.com	emerson.laerte@br.pwc.com
c. Date services were contracted	04.29.2009	04.22.2008	03.31.2007
d. Description of the services contracted	1. Service agreement on the audit of financial statements and limited review for purposes of equity in results and consolidation by the controlling company, pursuant to CVM Instruction No. 247; 2. Proposal for provision of professional services for compliance with CVM Instruction No. 89/88 and ANBID Self-Regulation Code; 3. Proposal for provision of assurance services of the Ombudsman's Office Report; 4. Proposal for provision of assurance services of the Sustainability Report; 5. Service agreement on the audit of consolidated financial statements, presented according to the international accounting standards; 6. Service agreement on the audit for issue of appraisal reports and examination of balance sheet; 7. Consulting and advisory services agreement in order to resolve specific issues involving tax, accounting and corporate law - Itaú Unibanco Holding S.A - Brazil; 8. Service agreement related to tax advisory intended to review "Schedule O" Form, which is attached to the Tax Return; - Itaú Unibanco Holding S.A - Brazil;	1. Service agreement on the audit of financial statements; 2. Service agreement for the specific purpose of making the preliminary reconciliation of the shareholders’ equity of Itaú Holding at 12.31.07 and income for the year then ended, containing comparative information related to the year ended December 31, 2006, determined according to the Brazilian accounting practices and the International Accounting Standards. 3. Audit service agreement for the issuance of reports on appraisal and audit of balance sheets; 4. Service agreement for reviewing financial information prepared in the XBRL - Extensible Business Reporting Language format, related to the financial statements for 2005, 2006 and 2007. 5. License for using an electronic library of international accounting standards (Comperio) - Itaú Unibanco Holding S.A - Brazil; 6. Consultancy service agreement related to Labor Taxes and International Risk Assessment – London Branch - Banco Itaú Europa S.A; 7. Service agreement regarding the evaluation of the internal controls of Unicard Banco Múltiplo S.A (Unicard) - Unibanco;	1. Service agreement on the audit of financial statements; 2. Audit service agreement on the specific purpose of preliminary reconciliation of shareholders' equity at 12.31.06 and income for 2007, calculated in accordance with the accounting practices adopted in Brazil (BR GAAP) and International Accounting Standards (IFRS) of Itaú Holding consolidated and corresponding description of the accounting practices and policies adopted ("reconciliation of BR GAAP with IFRS"). 3. Audit service agreement for the issuance of reports on appraisal and audit of balance sheets; 4. Consulting and advisory service agreement in order to resolve specific issues involving tax, accounting and corporate law; 5. Advisory service agreement on the preparation of monthly, annual report for recovery of Value-Added Tax (IVA) – Banco Itaú Europa Luxemburgo; 6. License for using an electronic library of international accounting standards - Itaú Holding - Brazil; 7. Advisory service agreement in order to resolve specific issues involving the accounting and tax treatment of operations – Banco Itaú Europa;
	9. License for using an electronic library of international accounting standards (Comperio) - Itaú Unibanco Holding S.A - Brazil; 10.Participation in the salary compensation survey named "Encuestas de remuneraciones y beneficios adicionales", with receipt of data related to the base dates from 09.30.08 to 03.31.09 and 09.30.09 to 03.03.10, respectively - Oca S.A - Uruguay;	8. Service agreement for computing and comparing operational efficiency ratios with those of the market - Banco Itaú Argentina S.A; 9. Participation in the seminar on prices and transfer - Banco Itaú Europa S.A; 10. Advisory service agreement regarding the recognition of goodwill for tax purposes to be submitted to the approval from the tax authority - Banco Itaú Europa Luxemburgo S.A; 11. Participation in the 8th Annual IFRS Presentation – International Financial Reporting Standards - Banco Itaú S.A. 12. Licence for using an electronic library of international accounting standards (Comperio) - Unibanco - Brazil;	8. Service agreement related to the US GAAP course – Banco Itaú – Brazil; 9. Consulting and advisory service agreement in order to resolve specific issues involving tax, accounting and corporate law – Itaú Holding – Brazil; 10. Survey on local companies’ compensation and benefits – Oca S.A. - Uruguay.

e. Any replacement of the auditor, including:	Not applicable	Not applicable	Not applicable
i. Justification for the replacement	Not applicable	Not applicable	Not applicable
ii. Any reasons presented by the auditor contrasting with the issuer’s justification for their replacement, pursuant to specific CVM regulation regarding this matter	Not applicable	Not applicable	Not applicable

							R$ million
	2009			2008			2007
Adjusted net income for dividend purposes (*)		7,322			11,206			7,472
Dividends distributed		3,472			2,852			2,544
Percentage of dividends distributed in relation to adjusted net income		47.4	%		25.5	%		34.1	%
Dividends distributed per class and type of shares:
Common shares
Interest on capital		1,447			1,017			839
Mandatory minimum dividend		309			432			480
Priority dividend		-			-			-
Fixed divided		-			-			-
Preferred (non-voting) shares
Interest on capital		1,414			985			779
Mandatory minimum dividend		302			418			446
Priority dividend		-			-			-
Fixed divided		-			-			-
Dividend payment date	1st business day of the month			1st business day of the month			1st business day of the month
Rate of return in relation to the Issuer’s shareholders’ equity		12.1	%		34.4	%		24.8	%
Retained net income		-			-			-
Date of the retention approval		-			-			-

	R$ million (excepted were indicated)
	2009		2008		2007
Stockholders’ equity		50,683		43,664		28,969
Total assets		608,273		637,202		294,876
Net revenue		46,147		23,367		32,254
Gross income		31,981		10,422		21,096
Net income		10,067		7,803		7,179
Number of shares, former treasury shares (quantity)		4,527,345,710		4,506,296,919		2,996,313,967
Book value per share (R$)		11.19		10.68		12.09
Earnings per share, net (R$)		2.23		2.25		2.39
BIS ratio (%)		16.7		16.3		17.9
Liquidity ratio (%)		1.39		1.37		1.31
Total deposits		121,938		125,327		74,928


	2009
Total amount of debt, of any nature		553,856,072
Indebtedness ratio (current liabilities plus noncurrent liabilities divided by shareholders’ equity) (%)		10.93
If the Issuer wishes, another indebtedness ratio *		-


	Secured debts		Debts with floating guarantees		Unsecured debts
Less than one year		2,420,478		-		323,460,969
More than one year and less than three years		96,773		-		92,741,490
More than three years and less than five years		73,821		-		34,534,578
More than five years		204,001		-		100,323,962

i.	amount of provision, if any: R$117,309,779.67 (December 2009)

		R$ thousand
Tax	Issue	Amount
PIS/COFINS	Income x Gross Revenue: the levy on income from the sale of goods and services to the detriment of total revenue is disputed, the, alleging unconstitutionality of paragraph 1, article 3, of Law No. 9.718/98.		4,427,995
IRPJ/CSLL	Taxation of Income Earned Abroad: the exemption of positive result of equity in earnings from investments abroad is being claimed.		436,331
CSLL	Isonomy: the payment of tax at the rate of 9%, instead of 15% is being claimed, alleging the unconstitutionality of article 41 of Law No. 11.727/08.		444,197
PIS	Anteriority over Ninety Days and Non-retroactivity: the rejection of Constitutional Amendments No. 10/96 and 17/97 is being claimed in view of the anteriority and non-retroactivity principles, with regard to payments pursuant to Supplementary Law No. 07/70.		330,928
INSS	Independent Workers and Management Members: the non-levy on payments made to of independent workers and management members in the period of the Supplementary Law No. 84/96 is being claimed, alleging its unconstitutionality.		255,323

		R$ thousand
ISS	Banking Activities: the fact that operational income cannot be mixed up with service income and/or that the income in question is not mentioned in Supplementary Law No. 116/03 or in Decree Law No. 406/68 is in question		418,413
IRPJ/CSLL	Losses on the Receipt of Credits and Discounts Granted in Credit Renegotiation: their deductibility is being defended.		428,479
IRPJ/CSLL/PIS/COFINS	Usufruct of Quotas and Shares: the accounting and tax treatment of the amount received as a result of the setting up of the usufruct is being questioned.		341,237
IRPJ/CSLL/PIS/COFINS	Rejection of the Offset Request: liquidity and the certainty of the offset credit are being analyzed.		300,130
IRPJ/CSLL/	Taxation of Revenue Abroad: the criteria used to assess the calculation basis and to establish the taxable income are being questioned.		264,443
IRPJ/CSLL/	Goodwill: defend the deductibility of goodwill incurred in acquisition of companies incorporated		198,586
IRPJ/CSLL	Expenses Incurred on the Acquisition of Customer’s Portfolio: their deduction is being defended.		171,409
IRPJ	Allowance for Loan Losses: the use of the rate of 1.5% for quantification of the expense, in view of the non-retroactivity of IN SRF No. 80/93, is being claimed.		164,441
ISS	Lease Operations: the place of the service provision and the calculation basis are being questioned.		142,292
INSS	Non-Compensatory Amounts: the non-levy of the tax on these amounts is being defended.		134,709
IRRF	Differences in the Completion of Declaration of Federal Contributions and Taxes (“DCTF”): sundry collections arising from differences in the completion of DCTF		83,698
IRPJ	Disallowance of Losses: the invalidity of the disallowance of losses which were ex-officio allocated in the calculation of several tax entries by the SAPLI system is alleged.		78,964
IRPJ/CSLL	Limit of 30%: the offset of loss without the limit of 30% of income in the case of the merger or winding up of companies is being questioned.		66,685
ITR	Legal Reserve: Farms with overlapping deeds were received as payment in kind of debts, and there is no evidence of the setting up of the legal reserve.		63,998

VaR- Itaú Unibanco Holding			R$ Million
VaR by Risk Factor	12/31/2009 (*)		12/31/08
Itaú Unibanco + Itaú BBA
Fixed Rate	69.1			159.3
TR	11.7			13.8
Inflation Indexes	16.2			4.6
Dollar Linked Interest Rate	11.3			16.6
Foreign Exchange Rate – US$	13.7			17.2
Foreign Sovereign and Private Securities	2.2			22.2
Equities	7.4			15.5
Foreign Interest Rate	1.8			7.8
Commodities	3.1			0.0
Other Foreign Exchange Rate	3.7			1.0
Other	3.8			8.6
UNIBANCO	(**	)		161.6
Itaú Europe	1.7			5.9
Itaú Argentina	1.4			5.1
Itaú Chile	0.8			1.1
Itaú Uruguay	0.3			2.8
Diversification Effect	(61.1	)		(97.9	)
Global VaR	87.2			345.3
Maximum VaR	241.6			814.6
Average VaR	160.8			263.0
Minimum VaR	60.9			126.6

(*) Considers Flow Book portfolio - Itaú Unibanco
(**) Contained Unibanco Portfolio / consolidated in their risk factors.

Event	Acquisition of BankBoston International and BankBoston Trust Company Limited

Main conditions of the transaction	On May 31, 2007, Banco Itaú Europa S.A. and its subsidiary Banco Itaú Europa Luxemburgo S.A. completed the acquisition of BankBoston International (currently named Banco Itaú Europa Internacional S.A.), with headquarters in Miami, and of BankBoston Trust Company Limited (currently named BIE Bank & Trust Ltd. ), with headquarters in Nassau. Such companies engaged in private banking activities for non-US residents. The transactions for the acquisition of such companies included, at that time of the acquisition, assets under management of approximately US$3.2 billion and about 5,500 private banking clients in Latin America.

Companies involved	Banco Itaú Europa S.A., Banco Itaú Europa Luxemburgo S.A., BAC, BankBoston International and BankBoston Trust Company Limited.

Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	No change in the Issuer’s corporate structure.
Corporate structure before and after the transaction	Before the transaction, Banco Itaú Europa S.A did not hold any interest in the capital of BankBoston International nor in the capital of BankBoston Trust Company Limited. Since the completion of the transaction, Banco Itaú Europa S.A has wholly owned the capital of BankBoston International and of BankBoston Trust Company Limited.

Event	Acquisition of the operations of BankBoston in Chile and Uruguay

Main conditions of the transaction	On February 26, 2007, Itaú Unibanco Holding S.A. completed the acquisition of the operations of BAC in Chile under the BankBoston brand. Such operations were acquired through the issuance of approximately 17.4 million common shares by Itaú Unibanco Holding S.A. (which at that time represented approximately 1.42% of total shares issued by Itaú Unibanco Holding S.A., including treasury shares). On March 23, 2007, Itaú Unibanco Holding S.A. completed the acquisition of the operations of BAC in Uruguay under the BankBoston brand, as well as those of Oca in Uruguay. Such operations were acquired through the issuance of 3.1 million common shares by Itaú Unibanco Holding S.A. (which at that time represented approximately 0.26% of total shares issued by Itaú Unibanco Holding S.A., including treasury shares). Prior to these transactions, Itaú Unibanco Holding S.A. had acquired the operations of BAC in Brazil under the BankBoston brand, and had entered into an acquisition agreement with BAC pursuant to which it agreed to acquire the operations in Chile and Uruguay under the BankBoston brand, as well as the OCA operations in Uruguay. The shares issued by Itau Unibanco Holding received by BAC in view of the transactions carried out in Chile and Uruguay were included in the shareholders’ agreement that Itaú Unibanco Holding S.A. entered into between Itaúsa and BAC, which became effective upon the completion of the acquisition of BankBoston Brazil on September 1, 2006.

Companies involved	Itaú Unibanco Holding S.A., Itaúsa – Investimentos Itaú S.A., BAC, BKB Chile Holdings, Bank Boston Uruguay S.A., OCA S.A., OCA Casa Financeira S.A., ACO Ltda. and Boston Directo S.A.

Effects arising from the transaction on the corporate structure, particularly on the ownership interest of the issuer’s parent company, shareholders with more than 5% of the capital, and management members	In view of the acquisition of the operations of BAC in Chile and Uruguay, Bank of America increased its total interest in the capital of Itaú Unibanco Holding S.A. in approximately 20.5 million common shares (approximately 1.68% of total shares issued by Itaú Unibanco Holding S.A. at that time).
Corporate structure before and after the transaction	In view of the sale to Itaú Unibanco Holding S.A. of its operations in Brazil, Chile and Uruguay, BAC held in October 2008 approximately 51.3 million common shares and 171.3 million preferred shares issued by Itaú Unibanco Holding S.A., equivalent to 7.4% of total shares issued by Itaú Unibanco Holding S.A. at that date.

Trading and banking portfolios	Exposure	12/31/2009 (*)									12/31/2008 (*)
		Scenarios									Scenarios
Risk factors	Risk of variation in:		I		II			III				I		II			III
Fixed rate	Fixed rate in real		(1	)		(447	)		(877	)		-			(275	)		(528	)

Foreign exchange coupons	Rates of foreign exchange coupons		-			(1	)		(1	)		-			(30	)		(59	)

Foreign currencies	Exchange variation		(1	)		(29	)		(57	)		(2	)		(81	)		(162	)

Price indices	Rates of price indices coupons		-			(6	)		(11	)		-			(35	)		(62	)

Long-term interest rate	Rate of TJLP coupons		-			-			-			-			(12	)		(25	)

Reference rate	Rate of TR coupons		2			(73	)		(99	)		-			(11	)		(20	)

Variable rate	Share price		7			(108	)		(217	)		(5	)		(113	)		(225	)
	Total without correlation					(663	)		(1,262	)					(556	)		(1,082	)
	Total with correlation					(432	)		(822	)					(370	)		(717	)

Trading and banking portfolios	Exposure	12/31/2009 (*)									12/31/2008 (*)
		Scenarios									Scenarios
Risk factors	Risk of variation in:		I		II			III				I		II			III
Fixed rate	Fixed rate in real		(4	)		(1,620	)		(3,112	)		(5	)		(1,309	)		(2,511	)

Foreign exchange coupons	Rates of foreign exchange coupons		2			(12	)		(47	)		-			(38	)		(88	)

Foreign currencies	Exchange variation		-			(4	)		(8	)		(7	)		(137	)		(273	)

Price indices	Rates of price indices coupons		-			(2	)		(1	)		(4	)		(327	)		(564	)

Long-term interest rate	Rate of TJLP coupons		-			(28	)		(56	)		-			(12	)		(25	)

Reference rate	Rate of TR coupons		4			(107	)		(117	)		-			(91	)		(105	)

Variable rate	Share price		15			(222	)		(444	)		(5	)		(113	)		(225	)
	Total without correlation					(1,995	)		(3,786	)					(2,026	)		(3,791	)
	Total with correlation					(1,229	)		(2,465	)					(1,407	)		(2,655	)

												Dec 31, 09
Assets				Business in Brazil
	Consolidated Itaú Unibanco			Total			Local Currency			Foreign Currency		Business Abroad Itaú Unibanco
Cash and Cash Equivalents		10,594			6,177			4,880			1,298		4,885
Short Term Interbank Deposits		139,195			132,631			130,548			2,083		15,156
Securities		120,189			108,174			106,998			1,176		23,348
Credit Operations and Leases		221,899			197,655			188,950			8,705		25,493
Loans		245,951			220,992			212,287			8,705		26,207
(Allowance for Loan Losses)		(24,052	)		(23,337	)		(23,337	)		0		(715	)
Other Assest		106,101			93,565			82,991			10,574		27,354
Foreign Exchange Portfolio		27,239			17,307			7,140			10,167		24,712
Other		78,861			76,258			75,851			407		2,642
Other Assests		18,927			17,566			17,486			79		1,361
Permanent Assets		10,295			26,599			8,878			17,722		1,417
Investments		2,187			18,991			1,269			17,722		918
Fixed Assets		4,360			4,134			4,134			0		226
Deferred		3,748			3,475			3,475			0		273
Total Assets		608,273			564,801			523,244			41,557		97,653
Derivatives - Purchased Positions											24,871
Futures											7,646
Options											4,592
Swap											7,934
Other											4,700
Total Assets After Adjustments (a)											66,428

										Dec 31, 09
Liabilities and Equity	Consolidated		Business in Brazil							Business
	Itaú Unibanco		Total		Local Currency		Foreign Currency			Abroad Itaú Unibanco
Deposits		190,772		161,673		161,498		175			31,923
Demand Deposits		24,837		16,952		16,778		175			8,642
Savings Deposits		48,222		46,369		46,369		0			1,852
Interbank Deposits		2,046		1,332		1,332		0			1,330
Time Deposits		114,671		96,023		96,023		0			20,099
Other Deposits		997		997		997		0			0
Funds Received under Securities Repurchase Agreements		131,935		130,359		130,359		0			1,576
Recursos de Aceites e Emissão de Títulos		17,320		22,519		12,467		10,052			5,915
Borrowings and ONLendings		34,692		31,675		22,665		9,010			10,725
Interbank and Interbranch Accounts		3,077		3,017		1,705		1,312			61
Derivatives and Financial Instruments		5,476		4,374		4,362		12			1,095
Other Liabilities		118,180		105,080		92,398		12,682			28,607
Foreign Exchange Portfolio		27,682		17,761		7,174		10,588			24,700
Other		90,498		87,319		85,224		2,095			3,907
Technical Provisions of Insurance, pension plans and Capitalization
Capitalization		52,404		52,398		52,398		0			6
Deferred Income		194		171		171		0			23
Minority Interest in Subsidiaries		3,540		2,852		2,852		0			0
Shareholder´s Equity of Parent Company		50,683		50,683		50,683		0			17,722
Capital Stock		40,617		40,617		40,617		0			16,557
Net Income		10,067		10,067		10,067		0			1,165
Total Liabilities and Equity		608,273		564,801		531,558		33,243			97,653
Derivatives - Sold Positions								47,187
Furures								27,045
Options								5,788
Swap								10,918
Other								3,436
Total Liabilities and Equity After Adjustments (b)								80,430
Foreign Exchange Position Itaú Unibanco (c=a-b)								(14,002	)
Foreign Exchange Position Itaú Unibanco (c) in US$								(8,041	)

	R$ million
	ITAÚ UNIBANCO CONSOLIDATED
	01/01 to 12/31/2009			01/01 to 12/31/2008			01/01 to 12/31/2007
Sale of investments		228			233			1,854
Visa Inc. and Visa Net		212			-			-
Allianz		16			-			-
BM&F Bovespa		-			42			314
Visa, Inc.		-			95			-
Mastercard, Inc.		-			55			-
Banco de Fomento de Angola (Investment which was held by BPI)		-			40			-
Serasa S.A.		-			-			491
Redecard S.A.		-			-			1,050
Program for Cash or Installment Payment of Federal Taxes - Law No. 11,941/09		292			-			-

Itaú Unibanco x CBD joint venture		(363	)		-			-

Provision for contingencies – economic plans		(191	)		(174	)		(206	)
Sale and adjustments to market value of shares of Banco Comercial Português,S.A.held BPI		-			(29	)		-
Income from the sale of the former headquarters of Banco Itaubank S.A.		-			-			75
Escrow accounts and commitments related to purchased investments		-			-			(82	)
Amortization of goodwill (*)		(390	)		(223	)		(83	)
Effects of adoption of Law No. 11,638		-			(136	)		-
Stock-based compensation		-			(102	)		-
Lease		-			(34	)		-
Effect arising from merger - ITAÚ UNIBANCO		-			5,183			-
Non-operating equity in earnings		-			18,031			-
Amortization of goodwill		-			(12,848	)		-
Provision for integration expenditures - ITAÚ UNIBANCO		-			(888	)		-
Equalization of criteria ITAÚ UNIBANCO		-			(1,414	)		-
Non-technical provision for health insurance		-			(350	)		-
Technical provisions for insurance and pension plan		-			(193	)		-
Allowance for loan losses–adjustment to the minimum required by Resolution No. 2,682		-			(216	)		-
Provisions for contingent liabilities and legal liabilities		-			(262	)		-
Other		-			(393	)		-
Additional allowance for loan losses		-			(3,089	)		(264	)
Other nonrecurring events		-			(30	)		1

Total		(424	)		(567	)		1,295

		Board of Directors						Board of Officers						Fiscal Council
		Stocks						Stocks						Stocks
Company		Common		Preferred		Total		Common		Preferred		Total		Common		Preferred		Total
Issuer	Itaú Unibanco Holding S.A.		9,623,114		10,385,422		20,008,536		-		2,705,240		2,705,240		33,687		813,517		847,204
	Companhia E. Johnston de Participações		800		1,600		2,400		-		-		-		-		-		-
Controlling Company	Companhia ESA		327,383,900		-		327,383,900		-		-		-		-		-		-
	Itaúsa - Investimentos Itaú S.A.		327,385,140		156,562,636		483,947,776		-		15,393		15,393		-		150,000		150,000
	IUPAR - Itaú Unibanco Participações S.A.		4		-		4		-		-		-		-		-		-
Subsidiary	Seg-Part S.A.		11,556		-		11,556		-		-		-		-		-		-

1.	(1) Granting of stock options from the Unibanco Plan, which strike price is a positive covenant, according to the concept explained in subitem 13.4, “i”.

2.	The amounts are adjusted by events occurred over the period (reverse split, bonus, conversion of Unibanco shares into Itaú Unibanco etc.).

3.	Granting of stock options presented above are those that gave rise to expenses recognized in the last fiscal year.

2009
a	body		Board of Officers
b	number of members		18
option granting year			2004	2005		2006	2007			2008			2009
c	with respect to the options that cannot yet be exercised
	i	number	-	48,489	2,961,750	3,495,250	105,417	106,057	3,184,775	136,559	39,302	3,079,036	205,368	6,200,040
	ii	date on which they can be exercised	-	2/1/2010	1/1/2010	1/1/2011	50%: 07/04/10 and 50%: 07/04/11	50%: 09/03/10 and 50%: 09/03/12	1/1/2012	50%: 03/03/11 and 50%: 03/03/13	50%: 09/03/11 and 50%: 09/03/13	1/1/2013	50%: 03/06/12 and 50%: 03/06/14	1/1/2014
	iii	maximum term for the exercise of the options	-	2/1/2011	12/31/2012	12/31/2013	12 months	-	31/12/2014	-	-	12/31/2015	-	12/31/2016
	iv	term of restriction for the transfer of shares	-	2 years for 50%	2 years for 50%	2 years for 50%	2 years for 50%	2 years for 50%	2 years for 50%	2 years for 50%	2 years for 50%	2 years for 50%	2 years for 50%	2 years for 50%
	v	weighted average strike price	-	R$ 15.47	R$ 16.21	R$ 24.12	R$ 25.89	(1)	R$ 30.72	(1)	(1)	R$ 35.41	(1)	R$ 23.16
	vi	fair value of the options on the last day of the year	-	R$ 11.04	R$ 6.20	R$ 10.27	R$ 8.25	R$ 21.79	R$ 8.70	R$ 21.50	R$ 21.20	R$ 5.69	R$ 20.91	R$ 4.25
d	With respect to the options that can be exercised
	i	number	353,068	-	-	-	52,710	-	618,750	-	-	581,763	-	-
	ii	maximum term for the exercise of the options	12/31/2011	-	-	-	7/3/2010	-	5/5/2011	-	-	5/5/2011	-	-
	iii	term of restriction for the transfer of shares	2 years for 50%	-	-	-	2 years for 50%	-	without restriction	-	-	without restriction	-	-
	iv	weighted average strike price	R$ 11.52	-	-	-	R$ 25.89	-	R$ 30.61	-	-	R$ 35.41	-	-
	v	fair value of the options on the last day of the year	R$ 4.20	-	-	-	R$ 5.34	-	R$ 8.70	-	-	R$ 5.69	-	-
	vi	fair value of the options on the last day of the year	R$ 1,481,955	-	-	-	R$ 281,253	-	R$ 5,384,245	-	-	R$ 3,308,642	-	-

2009
a body	Board of Directors				Statutory Officers
b number of members	2				10
option granting year	2003		2005		2002		2003		2004		2005		2006		2007			2008			2009
c with respect to the options exercised, please inform:
i number of shares		37,950		231,920		1,485,000		2,158,500		3,104,544		735,665		687,500		43,640			102,929			133,581
ii weighted average strike price	R$	7.77	R$	15.12	R$	11.36	R$	7.66	R$	11.53	R$	15.52	R$	24.15		(1	)		(1	)		(1	)
iii total amount of the difference between the strike price and the market value of shares related to the options exercised	R$	838,316	R$	3,276,685	R$	23,590,710	R$	44,816,793	R$	55,025,223	R$	9,077,265	R$	7,893,502	R$	1,231,441		R$	2,904,469		R$	3,769,413
d with respect to the shares delivered, please
i number of shares		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A			N/A			N/A
ii weighted average purchase price		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A			N/A			N/A
iii total amount of the difference between the purchase price and the market value of the shares purchased		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A			N/A			N/A


3.	As provided for in subitem 13.4, the members of the Board of Directors of the Issuer only become eligible to the stock option plan of the Issuer from 2009. Accordingly, the stock option grants related to the Board of Directors, presented in the above table and for prior years, are stock options of the Unibanco Plan (which already provided for this possibility).


4	The number of members of each body (item “b”) corresponds to the number of management members with options outstanding at the end of the last fiscal year, according to the guideline of the Circular Letter/CVM/SEP/No. 03/2010.

2009								R$
Body		Board of Directors		Statutory Executive Board		Fiscal Council		Total
Compensation provided by subsidiaries		R$	1,163,879	R$	115,566,095		-	R$	116,729,974
a	fixed compensation (including benefits)	R$	399,276	R$	11,693,064		-	R$	12,092,340
b	variable compensation		-	R$	71,847,380		-	R$	71,847,380
c	benefits arising from the termination of mandate		-	R$	559,670		-	R$	559,670
d	stock-based compensation	R$	764,603	R$	31,465,981		-	R$	32,230,584

	2009		2008		2007 (*)
Itaú Unibanco		89,360		92,838	55,287
Itaú BBA		2,310		1,094	963
Itaucred		9,888		13,886	8,722
Corporation (Parent Company)		82		209	117
Total		101,640		108,027	65,089

Category	2009
Safety		7,412
Cleaning		3,818
Maintenance		2,589
Information Technology (IT)		2,358
Mailing room		1,861
Temporary labor		1,413
Legal advisors		408
Other		2,074
Total Itaú Unibanco		21,933

	2009
South		2,525
Southeast		16,148
Mid-West		973
Northeast		2,006
North		281
Total		21,933

Itaú Unibanco Holding S.A.	Common shares		%		Preferred shares		%		Total		%		Participates in the shareholders’ agreement
IUPAR - Itaú Unibanco Participações S.A.
Nationality: Brazilian
CNPJ 04.676.564/0001-08		1,167,536,097		51.00		0		-		1,167,536,097		25.54	YES
Itaúsa - Investimentos Itaú S.A.
Nationality: Brazilian
CNPJ 61.532.644/0001-15		885,142,979		38.66		77,192		0.01		885,220,171		19.37	YES
Other		236,607,399		10.34		2,281,572,552		99.99		2,518,179,951		55.09	NO

Roberto Egydio Setubal
Nationality: Brazilian	47,410,195	4.89	47,410,195	4.89
CPF 007.738.228-52
Mariana Lucas Setubal
Nationality: Brazilian	1,119	-	1,119	-
CPF 227.809.998-10
Paula Lucas Setubal
Nationality: Brazilian	1,119	-	1,119	-
CPF 295.243.528-69
José Luiz Egydio Setubal
Nationality: Brazilian	47,131,202	4.86	47,131,202	4.86
CPF 011.785.508-18
Beatriz de Mattos Setubal
Nationality: Brazilian	1,119	-	1,119	-
CPF 316.394.318-70
Gabriel de Mattos Setubal
Nationality: Brazilian	1,119	-	1,119	-
CPF 348.338.808-73
Alfredo Egydio Setubal
Nationality: Brazilian	47,156,878	4.86	47,156,878	4.86
CPF 014.414.218-07
Marina Nugent Setubal
Nationality: Brazilian	1,119	-	1,119	-
CPF 384.422.518-80
Ricardo Egydio Setubal
Nationality: Brazilian	47,133,442	4.86	47,133,442	4.86
CPF 033.033.518-99
Common shares: Book-entry common shares
Preferred shares: Book-entry preferred shares

Description of capital distribution	Composition based on the Annual Shareholders' Meeting held on:
	April 24, 2009		April 26, 2010
Number of individual shareholders		202,887		193,850
Number of corporate shareholders		22,667		22,603
Number of institutional investors		-		-
Number of outstanding common shares		278,389,931		278,188,037
Number of outstanding preferred shares		2,199,789,401		2,225,264,731

	Issued Capital		Subscribed capital		Paid-up capital		Term for the payment of capital that has not yet been paid up		Authorized capital		Securities convertible into shares		Conversion conditions
In Reais (R$)		45,000,000,000,00		45,000,000,000,00		45,000,000,000,00		-		-		-		-
In Reais (R$)		4,570,936,219		4,570,936,219		4,570,936,219		-		6,000,000,000		11/28/2011
Common shares		2,289,286,475		2,289,286,475		2,289,286,475		-		3,000,000,000		11/28/2011		-
Preferred shares		2,281,649,744		2,281,649,744		2,281,649,744		-		3,000,000,000		11/28/2011		-