Exhibit
4.(a)2

    
 

    SHAREHOLDERS
AGREEMENT OF IUPAR - ITAÚ UNIBANCO PARTICIPAÇÕES S.A. AND OF ITAÚ UNIBANCO BANCO
MÚLTIPLO S.A.

    
 

    By this
private instrument, the Parties, on the one part,

    


    (i) FERNANDO ROBERTO MOREIRA
SALLES, Brazilian, married, industrialist, domiciled in this City of São
Paulo, State of São Paulo, at Av. Eusébio Matoso No. 891 – 22nd floor,
bearer of Identity Card RG No. 2.066.712-7-SECC-RJ and enrolled with the
Individual Taxpayers Register under CPF No. 002.938.068-53 (“FRMS”);

    


    (ii) WALTHER MOREIRA SALLES JÚNIOR, Brazilian, married,
cinema director, domiciled in the City of Rio de Janeiro, State of Rio de
Janeiro, at Rua do Russel No. 270 – 3rd floor,
bearer of Identity Card RG No. 3.113.711-SSP-RJ and enrolled with the Individual
Taxpayers Register under CPF No. 406.935.467-00 (“WMSJ”);

    


    (iii)
PEDRO MOREIRA SALLES,
Brazilian, married, banker, domiciled in the City of São Paulo, State of São
Paulo, at Av. Eusébio Matoso No. 891 – 4th floor,
bearer of Identity Card RG No. 19.979.952-0-SSP-SP and enrolled with the
Individual Taxpayers Register under CPF No. 551.222.567-72 (“PMS”);

    


    (iv)
JOÃO MOREIRA SALLES, Brazilian,
married, documentary film director, domiciled in the City of Rio de Janeiro,
State of Rio de Janeiro, at Rua do Russel No. 270 – 3rd floor,
bearer of Identity Card RG No. 05.935.901-8-SSP-RJ and enrolled with the
Individual Taxpayers Register under CPF No. 667.197.397-00 (“JMS”);

    


    FRMS,
WMSJ, PMS and JMS hereinafter referred to jointly as “MOREIRA SALLES
FAMILY”;

    and on
the other part,

    


    (v) ITAÚSA – INVESTIMENTOS ITAÚ
S.A., a joint stock company with its principal place of business in the
City of São Paulo, State of São Paulo, at Praça Alfredo Egydio de Souza Aranha
No. 100, Itaúsa Tower, enrolled with the National Corporate Taxpayers Register
under CNPJ No. 61.532.644/0001-15, herein represented pursuant to its By-Laws
(“ITAÚSA”);

    


    MOREIRA SALLES FAMILY and ITAÚSA
hereinafter referred to jointly as “Parties” and severally as
“Party”;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    and, in
their capacity as Intervening Consenting Parties and/or in the condition of
Parties to this Agreement, as the specific case may be,

    


    (vi) IUPAR - ITAÚ UNIBANCO PARTICIPAÇÕES
S.A., a joint stock company with its principal place of business in the
City of São Paulo, State of São Paulo, at Praça Alfredo Egydio de Souza Aranha
No. 100, enrolled with the National Corporate Taxpayers Register under CNPJ No.
04.676.564/0001-08, herein represented pursuant to its By-Laws (“IUPAR”);

    


    (vii) ITAÚ UNIBANCO BANCO MÚLTIPLO S.A.
(present corporate name of Banco Itaú Holding Financeira S.A.), a joint
stock company with its principal place of business in the City of São Paulo,
State of São Paulo, at Praça Alfredo Egydio de Souza Aranha No. 100, Itaúsa
Tower, enrolled with the National Corporate Taxpayers Register under CNPJ No.
60.872.504/0001-23, herein represented pursuant to its By-Laws (“ITAÚ UNIBANCO”);

    


    (viii) BANCO ITAÚ S.A., a joint stock
company with its principal place of business in the City of São Paulo, State of
São Paulo, at Praça Alfredo Egydio de Souza Aranha No. 100, Itaúsa Tower,
enrolled with the National Corporate Taxpayers Register under CNPJ No.
60.701.190/0001-04, herein represented pursuant to its By-Laws (“ITAÚ”); and

    


    (ix)
UNIBANCO – UNIÃO DE BANCOS
BRASILEIROS S.A., a joint stock company with its principal place of
business in the City of São Paulo, State of São Paulo, at Av. Eusébio Matoso No.
891, enrolled with the National Corporate Taxpayers Register under CNPJ No.
33.700.394/0001-40, herein represented pursuant to its By-Laws (“UNIBANCO”);

    


    The
Parties, with full knowledge and agreement of the Intervening Consenting
Parties, and whereas:

    


    (a) ITAÚ, ITAÚ UNIBANCO and ITAÚSA
until November 28, 2008, were joint stock companies exclusively controlled by
the members of the VILLELA FAMILY and of the SETUBAL FAMILY (as defined below),
stressing that ITAÚSA continues to be exclusively controlled by members of the
VILLELA FAMILY and of the SETUBAL FAMILY, while UNIBANCO, Unibanco Holdings S.A.
(“UNIBANCO HOLDINGS”) and E. Johnston Representação e Participações S.A. (“E.
JOHNSTON”) until November 28, 2008, were also companies exclusively controlled
by the MOREIRA SALLES FAMILY;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (b) on November 3, 2008, a Private
Instrument of Agreement of Partnership Agreement and Other Covenants
(“Partnership Agreement”) was executed by and between ITAÚ UNIBANCO, ITAÚSA and
the members of the MOREIRA SALLES FAMILY, with intervening consent of ITAÚ, of
UNIBANCO, of E. JOHNSTON and of UNIBANCO HOLDINGS, which controller of ITAÚ and
UNIBANCO agreed to unify the two groups into one same and single conglomerate to
be structured and legally formalized so that the VILLELA FAMILY and the SETUBAL
FAMILY, through ITAÚSA, on one part, and the MOREIRA SALLES FAMILY, either
directly or through a holding company to be specially incorporated, on the other
part, can exercise fully and jointly, on the terms provided hereinbelow, the
partnership rights that can assure for them on a permanent basis the majority of
the votes in the resolutions of the Shareholders Meeting and the power of
electing the majority of the administrative officers of IUPAR, of ITAÚ UNIBANCO,
of ITAÚ, of UNIBANCO and of their other controlled subsidiaries, effectively
using their power to direct the corporate activities and orient the operation of
the bodies of the companies that make up their economic group;

    


    (c) in compliance with the obligations
covenanted in the Partnership Agreement:

    


    (i)
Shareholders Meetings of ITAÚ, of ITAÚ UNIBANCO, of UNIBANCO, of UNIBANCO
HOLDINGS and of E. JOHNSTON were held on November 28, 2008, in which approval
was given for the merger of the shares issued by E. JOHNSTON, UNIBANCO HOLDINGS
and UNIBANCO into ITAÚ and ITAÚ UNIBANCO, (all such transactions hereinafter
referred to as “Mergers of Shares”), and all of the matters related
thereto;

    


    (ii) on
November 27, 2008 the MOREIRA SALLES FAMILY paid in class “B” common shares
representing 50% of the voting capital of IUPAR, and paid for them by delivering
the totality of the shares issued by ITAÚ UNIBANCO received on account of the
Mergers of Shares; and

    


    (iii)
ITAÚSA paid in, also on November 27, 2008, class “A” common shares and the
totality of the preferred shares issued by IUPAR, which represent 50% of the
voting capital and 66.5321% of the total capital of IUPAR, respectively, and
paid for them with the delivery of a tranche of common shares issued by ITAÚ
UNIBANCO;

    


    (iv) on
November 27, 2008, the MOREIRA SALLES FAMILY and ITAÚSA, with the intervening
consent of IUPAR and of ITAÚ UNIBANCO, executed the Shareholders Agreement of
IUPAR - Itaú Unibanco Participações S.A. and of Itaú Unibanco Banco Múltiplo
S.A.” (“Original Shareholders Agreement”) in order to regulate the relations as
joint controlling shareholders of IUPAR and, indirectly, of ITAÚ UNIBANCO,
while, on the same date the members of the VILLELA FAMILY and of the SETUBAL
FAMILY executed the Instruments of Adhesion to the Original Shareholders
Agreement;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (d) upon accomplishment of the stages
mentioned in the previous item, with the approval of the Mergers of Shares, and
with the payment of the shares mentioned in sub-items (ii) and (iii) of the
previous item, the shares issued by IUPAR and by ITAÚ UNIBANCO proceeded to be
divided as follows:

    


    (d.1) IUPAR:

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Shareholder

                            	 	
                              Common Shares

                            	 	 	
                              % of

                              Voting

                              Capital

                            	 	 	
                              Preferred

                              Shares

                            	 	 	
                              % of

                              Capital

                              with

                              no

                              voting

                              rights

                            	 	 	
                              Total Shares

                            	 	 	
                              % of Total

                              Capital

                            	 
	 
      	 	
                              Class A

                            	 	 	
                              Class B

                            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                              MOREIRA
      SALLES FAMILY

                            	 	 	—	 	 	 	355,227,092	 	 	 	50	%	 	 	 —	 	 	 	 	 	 	355,227,092	 	 	 	33.4679	%
	
                              ITAÚSA

                            	 	 	355.227.092	 	 	 	—	 	 	 	50	%	 	 	350,942,273	 	 	 	100	%	 	 	706,169,365	 	 	 	66.5321	%
	
                              Total

                            	 	 	355.227.092	 	 	 	355,227,092	 	 	 	100	%	 	 	350,942,273	 	 	 	100	%	 	 	1,061,396,457	 	 	 	100	%


                    

                  

                

              

            

          

        

      

    

    


    (d.2) ITAÚ UNIBANCO:

    


    
      
        
          
            
              
                
                  
                    	
                            Shareholder

                          	 	
                            Common

                            Shares

                          	 	 	
                            % of Voting

                            Capital

                          	 	 	
                            Preferred

                            Shares

                          	 	 	
                            % of

                            Capital with

                            no voting

                            rights

                          	 	 	
                            Total Shares

                          	 	 	
                            % of

                            Total

                            Capital

                          	 
	
                            IUPAR

                          	 	 	1,061,396,457	 	 	 	51	%	 	 	—	 	 	 	—	 	 	 	1,061,396,457	 	 	 	25.9166	%
	
                            ITAÚSA

                          	 	 	749,877,846	 	 	 	36.0316	%	 	 	70,075	 	 	 	0.0035	%	 	 	749,947,921	 	 	 	18.3118	%
	
                            Others

                          	 	 	269,895,220	 	 	 	12.9684	%	 	 	2,014,188,215	 	 	 	99.9965	%	 	 	2,284,083,435	 	 	 	55.7716	%
	
                            Total*

                          	 	 	2,081,169,523	 	 	 	100	%	 	 	2,014,258,290	 	 	 	100	%	 	 	4,095,427,813	 	 	 	100	%


                  

                

              

            

          

        

      

    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    *
disregarding the number of shares held in treasury.

    


    (e) the
Partnership Agreement establishes that the equity control of IUPAR and,
indirectly, of ITAÚ UNIBANCO, of ITAÚ, of UNIBANCO and of the other controlled
subsidiaries shall be exercised, on the terms provided hereinbelow, in a joint
and harmonious way, on unequivocally stable and permanent bases, between, on one
part, the VILLELA FAMILY and the SETUBAL FAMILY, through ITAÚSA, and the other
part, the MOREIRA SALLES FAMILY, for which the governance of the mentioned
companies shall be structured so as to assure among, on one part, ITAÚSA, and on
the other part the MOREIRA SALLES FAMILY, the principal of equitableness in the
strategic and relevant decisions for their regular and efficient operation,
without prejudice of maintenance of the unit of the controlling
tranche;

    


    (f) as mentioned in Recital (d.2)
above, ITAÚSA holds, directly, common shares issued by ITAÚ UNIBANCO, and may in
the future hold directly and indirectly other common shares issued by ITAÚ
UNIBANCO, except for those that are held through IUPAR (all such shares
hereinafter referred to as “Direct Shares”);

    


    (g) with the consent of the Intervening
Consenting Parties, the Parties wish to execute a new Shareholders Agreement of
IUPAR and of ITAÚ UNIBANCO that can fully substitute the Original Shareholders
Agreement, and that can then regulate their relationship as controlling
shareholders of IUPAR and, indirectly, of ITAÚ UNIBANCO, of ITAÚ, of UNIBANCO
and of their other controlled subsidiaries, particularly as regards: (i) the
exercise of voting rights in the Shareholders Meetings and of the power of
control of IUPAR, of ITAÚ UNIBANCO, of ITAÚ, of UNIBANCO and of the companies
controlled by the latter; (ii) the exercise of the powers of management ascribed
to the members of the Boards of Directors of IUPAR and of ITAÚ UNIBANCO who may
be designated, either directly or indirectly, on account of this Agreement; and
(iii) the exercise of the right of first refusal and of the right of joint sale
in transactions that imply transfer of shares issued by IUPAR or by ITAÚ
UNIBANCO held by the Parties; and

    


    (h) the members of the VILLELA FAMILY
(Exhibit 1) and
of the members of the SETUBAL FAMILY (Exhibit 2) execute,
concurrently with the execution of this Agreement, an Instrument of Adhesion to
the provisions covenanted hereunder, on the terms of Exhibit 3 or of Exhibit 4 to this
Agreement, as the case may be;

     

    have resolved, for all purposes of
Article 118 of Law No. 6,404, of December 15, 1976, as amended (“Law No.
6,404/1976”), to enter into this SHAREHOLDERS AGREEMENT
(“Agreement”), which shall be governed by the following clauses and
conditions:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    SECTION
1

    BINDING
SHARES AND BY-LAWS

    


    1.1.                      The
shares issued by IUPAR (“Shares”), which are fully paid in, are distributed
between ITAÚSA and the MOREIRA SALLES FAMILY, on the date hereof, in the form
established in Recital (d.1) above.

    


    1.2.                      This
Agreement is binding on all of the Shares owned directly or indirectly by ITAÚSA
and by the members of the MOREIRA SALLES FAMILY, or further by third parties who
have receive them pursuant to the provisions of this Agreement, as well as all
of the Shares that ITAÚSA and any one of the members of the VILLELA FAMILY, of
the SETUBAL FAMILY and of the MOREIRA SALLES FAMILY who may in the future either
directly or indirectly hold, in any way, including but not limited to, by
purchase, donation, subscription, split-up or distribution of stock dividends,
as well as any other form of acquisition or equity interest, including in other
companies that could in the future substitute, succeed or acquire
IUPAR.

    


    1.2.1.                   This
Agreement is binding also on all of the Shares that ITAÚSA and any of the
members of the VILLELA FAMILY, of the SETUBAL FAMILY and of the MOREIRA SALLES
FAMILY hold or may hold in the future, either directly or indirectly, by any
means.

    


    1.3.                      This
Agreement is also binding on all of the common shares issued by ITAÚ UNIBANCO
held directly or indirectly by IUPAR, by ITAÚSA or by any one of the members of
the VILLELA FAMILY, of the SETUBAL FAMILY and of the MOREIRA SALLES FAMILY, as
well as all of the common shares issued by ITAÚ UNIBANCO that IUPAR, ITAÚSA, any
members of the MOREIRA SALLES FAMILY, of the VILLELA FAMILY or of the SETUBAL
FAMILY may either directly or indirectly hold, in any way, including but not
limited to, by purchase, donation, subscription, split-up or distribution of
stock dividends, as well as any other form of acquisition or equity interest,
including in other companies that could in the future substitute, succeed or
acquire ITAÚ UNIBANCO.

    


    1.3.1.                   This
Agreement is also binding on all of the common shares issued by ITAÚ UNIBANCO
that IUPAR, ITAÚSA, and any one of the members of the VILLELA FAMILY, of the
SETUBAL FAMILY and of the MOREIRA SALLES FAMILY holds or may hold in the future,
either directly or indirectly, by any means.

    


    1.4.                      For
purposes of the provisions of this Agreement, the term shares encompasses also
any securities or instruments that assure the right of purchase or subscription
of shares, or that are convertible into such shares, or further, that are backed
by shares, such as debentures, purpose options, subscription warrants, deposit
certificates or receipts, among others.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    1.5.                      IUPAR
shall be governed (a) by its By-Laws, as duly approved in the Special
Shareholders Meeting held on November 27, 2008 and amended and restated in the
Special Shareholders Meeting held on January 27, 2009, with which ITAÚSA and the
MOREIRA SALLES FAMILY expressly manifest their agreement (“By-Laws”), and (b)
subsidiary, by this Agreement and any relevant amendments hereto. The provisions
of the By-Laws shall prevail over whatever is contained in this Agreement and in
its relevant amendments in the event of any conflict that may be established
between such instruments. In the event of approval of any amendment to the
By-Laws that, due to any circumstance, conflicts with the provisions of this
Agreement, the Parties shall have the obligation of immediately executing an
amendment to this Agreement, so as to reflect in its terms the amendment applied
to the By-Laws.

    


    1.5.1.                   The
exclusive business purpose of IUPAR is of ownership and exercise of equity
control of ITAÚ UNIBANCO, for which it shall maintain, on a direct and permanent
basis, ownership of shares representing at least 51% of the shares with voting
rights issued by ITAÚ UNIBANCO.

    


    1.5.2.                   IUPAR
shall not carry out any other activity, nor shall hold equity interest in any
company other than that referred to in Section 1.5.1 above.

    


    SECTION
2

    BOARD
OF DIRECTORS AND EXECUTIVE BOARD OF IUPAR AND OF ITAÚ UNIBANCO

    


    2.1.                      The
Board of Directors of IUPAR shall consist of four (4) sitting members and
respective alternate members, where two (2) sitting members and their alternate
members shall be elected and removed from office by ITAÚSA, in its capacity as
holder of class “A” common shares issued by IUPAR, and two (2) sitting members
and their relevant alternate members shall be elected and removed from office by
the MOREIRA SALLES FAMILY, in their capacity of holders of the class “B” common
shares issued by IUPAR.

    


    2.1.1.                   Notwithstanding
the provisions of Section 2.1 above, ITAÚSA, the members of the VILLELA FAMILY,
of the SETUBAL FAMILY and of the MOREIRA SALLES FAMILY hereby acknowledge,
represent and assure that, in their condition of jointly-controlling
shareholders of IUPAR, they are jointly responsible for the designation,
election, removal from office and control of management of all of the members of
the Board of Directors of IUPAR, and may be held liable for in eligendo fault and for
in vigilando fault for
the acts performed by all of the members of the Board of Directors of IUPAR,
irrespective of whichever of them has effectively designated, elected or removed
from office a given director.

    


    2.1.2.                   The
Board of Directors of IUPAR shall have a Chairman and a Vice-Chairman, who shall
be chosen by the totality of its members.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    2.2.                      The
Executive Board of IUPAR shall consist of four (4) Officers, of whom two (2)
shall be designated by ITAÚSA and two (2) shall be designated by the MOREIRA
SALLES FAMILY, whereby the members of the Board of Directors elected on the
terms of Section 2.1 above shall have the obligation of, in the Meetings
intended for election of the Officers of IUPAR, voting in order to elect the
Officers designated by ITAÚSA and by the MOREIRA SALLES FAMILY.

    


    2.2.1.                   Notwithstanding
the provisions Section 2.2 above, ITAÚSA, the members of the VILLELA FAMILY, of
the SETUBAL FAMILY and of the MOREIRA SALLES FAMILY hereby acknowledge,
represent and assure that, in their condition of jointly-controlling
shareholders of IUPAR, they are jointly responsible for the designation,
election, removal from office and control of management of all of the members of
the Executive Board of IUPAR, and may be held liable for in eligendo fault and for
in vigilando fault for
the acts performed by all of the members of the Executive Board of IUPAR,
irrespective of whichever of them has effectively designated, elected or removed
from office a given Officer.

    


    2.2.2.                   The
Chief Executive Officer of IUPAR shall be chosen by the totality of the members
of the Board of Directors.

    


    2.2.3.                   IUPAR
shall only be validly represented and bound before third parties through the
signature of two (2) Officers, where one Officer shall be designated by ITAÚSA
and one Officer shall be designated by the MOREIRA SALLES FAMILY.

    


    2.3.                      The
Chairman of the Board of Directors and the Chief Executive Officer of IUPAR may
not, during any fiscal year, be members designated only by ITAÚSA or only by the
MOREIRA SALLES FAMILY.

    


    2.4.                      The
Board of Directors of ITAÚ UNIBANCO shall consist of up to fourteen (14)
members, whereby ITAÚSA and the MOREIRA SALLES FAMILY shall have the obligation
of ensuring that the representatives of IUPAR in the Shareholders Meetings of
ITAÚ UNIBANCO (i) vote so as to elect the greatest number possible of members of
the Board of Directors, where the number of directors elected by IUPAR shall
always correspond at least to the majority of the members of the Board of
Directors of ITAÚ UNIBANCO, with due regard for Section 2.5 below, and (ii)
observe the voting guidelines concerning the designation, the election and the
removal from office of the members of the Board of Directors effected by ITAÚSA
and by the MOREIRA SALLES FAMILY in accordance with the provisions of this
Section 2.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    2.4.1.             
      In the Shareholders Meetings of ITAÚ
UNIBANCO, ITAÚSA shall have the obligation of exercising the voting rights that
derive from the Direct Shares so as to elect the members of the Board of
Directors that may be designated by the representatives of IUPAR in such
Meetings, on the terms of the provisions of Section 2.5 “a” below. This same
rule shall apply to any members of the MOREIRA SALLES FAMILY, of the VILLELA
FAMILY and of the SETUBAL FAMILY if they should hold, either directly or
indirectly, at any time and for any reason, in addition to direct or indirect
equity interest in IUPAR, shares with voting rights issued by ITAÚ
UNIBANCO.

    


    2.4.2.                
   In the Shareholders Meetings of ITAÚ UNIBANCO, IUPAR shall
have the obligation of exercising the voting rights that derive from the shares
issued by ITAÚ UNIBANCO that they hold so as to elect the members of the Board
of Directors that may be designated by ITAÚSA in such Meetings, on the terms of
the provisions of Section 2.5 “b” below. This same rule shall apply to any
members of the MOREIRA SALLES FAMILY, of the VILLELA FAMILY and of the SETUBAL
FAMILY if they should hold, either directly or indirectly, at any time and for
any reason, in addition to direct or indirect equity interest in IUPAR, shares
with voting rights issued by ITAÚ UNIBANCO.

    


    2.5.                    
  The designations of the members of the Board of Directors of ITAÚ
UNIBANCO shall be effected as follows:

    


    (a) IUPAR
shall have the right of designating four (4) members, of whom two (2) members
designated by ITAÚSA and two (2) members designated by the MOREIRA SALLES
FAMILY, where as regards the members designated by ITAÚSA (i) one (1) member
shall be designated by the VILLELA FAMILY, and (ii) one (1) member shall be
designated by the SETUBAL FAMILY;

    


    (b)
through the Direct Shares ITAÚSA shall have the right of designating two (2)
members for the Board of Directors of ITAÚ UNIBANCO, in addition to the members
designated according to item “a” above, of whom (i) one (1) member designated by
the VILLELA FAMILY, and (ii) one (1) member designated by the SETUBAL FAMILY;
and

    


    (c) the
other members of the Board of Directors of ITAÚ UNIBANCO, the election of which
is an incumbency of IUPAR and/or of ITAÚSA, shall be designated by consensus
between ITAÚSA and the members of the MOREIRA SALLES FAMILY.

    


    2.5.1.                 
  The directors designated on the terms of items (a), (b) and (c) of
Section 2.5 above shall, in any event, correspond to the majority of the members
of the Board of Directors of ITAÚ UNIBANCO.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    2.5.2.                   Notwithstanding
the provisions of Section 2.5 (a), (b) and (c) above, ITAÚSA, the members of the
VILLELA FAMILY, of the SETUBAL FAMILY and of the MOREIRA SALLES FAMILY hereby
acknowledge, represent and assure that, in their capacity as indirect
controlling shareholders of ITAÚ UNIBANCO, they are jointly responsible for the
designation, election, removal from office and control of management of all of
the members of the Board of Directors of ITAÚ UNIBANCO, and may be held liable
for in eligendo fault
and for in vigilando
fault for the acts performed by all of the members of the Board of Directors of
ITAÚ UNIBANCO, irrespective of whichever of them has effectively designated,
elected or removed from office a given director.

    


    2.6.                      Mr.
Pedro Moreira Salles shall act as Chairman of the Board of Directors of ITAÚ
UNIBANCO by April 30, 2015, and thus shall be elected by the representatives of
IUPAR and of ITAÚSA in the Shareholders Meetings of ITAÚ UNIBANCO. His
substitution during the abovementioned timeframe and the election of a new
Chairman of the Board of Directors after April 30, 2015 may only be approved by
consensus between ITAÚSA and the MOREIRA SALLES FAMILY, using a criterion that
takes into account the competency and professional qualification, experience,
productivity and performance in the relevant position, focusing strictly on the
interest of the corporate activities of ITAÚ UNIBANCO.

    


    2.7.                      Mr.
Roberto Egydio Setubal shall act as Chief Executive Officer of ITAÚ UNIBANCO and
of its subsidiary ITAÚ until April 30, 2015, whereby (i) the members of the
Board of Directors of ITAÚ UNIBANCO designated by ITAÚSA and by the MOREIRA
SALLES FAMILY and elected by IUPAR or by ITAÚSA shall vote so as to elect him
for the position of Chief Executive Officer of ITAÚ UNIBANCO; and (ii) the
representatives of the latter in the corporate bodies of ITAÚ shall elect him
for the position of Chief Executive Officer of ITAÚ. His substitution during the
abovementioned timeframe and the election of a new Chief Executive Officer after
April 30, 2015 may only be approved by consensus between ITAÚSA and the MOREIRA
SALLES FAMILY, using a criterion that takes into account the competency and
professional qualification, experience, productivity and performance in the
relevant position, focusing strictly on the interest of the corporate activities
of ITAÚ UNIBANCO and of ITAÚ.

    


    2.8.                      The
election and removal from office of the other members of the Executive Board of
ITAÚ UNIBANCO, as well as of the members of the Executive Board of its
controlled subsidiaries, shall observe the proposals submitted by the Chief
Executive Officer of ITAÚ UNIBANCO to the Board of Directors of ITAÚ UNIBANCO,
whereby the members of the Board of Directors designated by ITAÚSA and by the
MOREIRA SALLES FAMILY and elected by IUPAR or by ITAÚSA, on the terms of this
Agreement, shall vote so as to elect or remove from office the persons
recommended by the Chief Executive Officer of ITAÚ UNIBANCO.

    


    2.8.1.                   The
appointments for office on the Executive Board of ITAÚ UNIBANCO and of its
controlled subsidiaries shall be focused on persons with recognized experience
and competence to cope with the requirements of the position to which they are
being appointed.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    2.9.                      ITAÚSA
shall have at any time the right of removing from office the members that it has
designated, on the terms provided in Sections 2.1, 2.2 and 2.5 (a) and (b)
above, for the Board of Directors and for the Executive Board of IUPAR, and for
the Board of Directors of ITAÚ UNIBANCO. In this case, the Parties and their
representatives on the corporate bodies of IUPAR and of ITAÚ UNIBANCO shall have
the obligation of promptly adopting all of the necessary measures for removal
from office of such director or Officer and for his/her replacement by the
relevant alternate members, if any, or by a person designated by
ITAÚSA.

    


    2.9.1.                   The
MOREIRA SALLES FAMILY shall have at any time the right of removing from office
the members that it has designated, on the terms provided in Sections 2.1, 2.2
and 2.5 (a) above, for the Board of Directors and for the Executive Board of
IUPAR, and for the Board of Directors of ITAÚ UNIBANCO. In this case, the
Parties and their representatives on the corporate bodies of IUPAR and of ITAÚ
UNIBANCO shall have the obligation of promptly adopting all of the necessary
measures for removal from office of such director or Officer and for his/her
replacement by the relevant alternate members, if any, or by a person designated
by the MOREIRA SALLES FAMILY.

    


    2.10.                    The
removal from office of the members of the Board of Directors of ITAÚ UNIBANCO
who have been designated by consensus between ITAÚSA and the MOREIRA SALLES
FAMILY, on the terms provided in Section 2.5 (c), shall also be contingent upon
consensus between ITAÚSA and the MOREIRA SALLES FAMILY.

    


    2.11.                    ITAÚSA
and the MOREIRA SALLES FAMILY shall assign, on a fiduciary basis, one (1) Share
issued by IUPAR that they hold to each director that they designate on the terms
of Article 2.1 of this Agreement. The Shares assigned to the directors shall be
considered, for all purposes and effects of this Agreement, to be property of
the Party that has assigned them. Each Party undertakes to obtain from each
director that it has designated the powers that are necessary to exercise the
voting rights of the assigned Shares in the Shareholders Meetings of IUPAR, as
well as to transfer such shares to itself if the assignee director should for
any reason cease to hold the office of director.

    


    2.11.1.  IUPAR
shall assign on a fiduciary basis one (1) share issued by ITAÚ UNIBANCO that it
holds to each director designated by ITAÚSA and by the MOREIRA SALLES FAMILY on
the terms of Section 2.5 (a) and (c) of this Agreement. The shares assigned to
the directors shall be considered, for all purposes and effects of this
Agreement, to be property of IUPAR, which undertakes to obtain from each
director that it has designated the powers that are necessary to exercise the
voting rights of the assigned Shares in the Shareholders Meetings of ITAÚ
UNIBANCO, as well as to transfer such shares to itself if the assignee director
should for any reason cease to hold the office of director.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    2.11.2.  ITAÚSA
shall assign on a fiduciary basis one (1) share issued by ITAÚ UNIBANCO that it
holds to each director that it has designated on the terms of Section 2.5 (b) of
this Agreement. The shares assigned to the directors shall be considered, for
all purposes and effects of this Agreement, to be property of ITAÚSA, which
undertakes to obtain from each director that it has designated the powers that
are necessary to exercise the voting rights of the assigned Shares in the
Shareholders Meetings of ITAÚ UNIBANCO, as well as to transfer such shares to
itself if the assignee director should for any reason cease to hold the office
of director.

    


    SECTION
THREE

    THE
EXERCISE OF VOTING RIGHTS IN THE SHAREHOLDERS MEETINGS AND MEETINGS OF THE BOARD
OF DIRECTORS OF IUPAR AND ITAÚ UNIBANCO

    


    3.1.                      ITAÚSA
and the members of VILLELA FAMILY, SETUBAL FAMILY, and MOREIRA SALLES FAMILY
hereby acknowledge, represent and warrant, for all legal purposes and pursuant
to articles 116, 118 and 243, § 2, of Law No. 6404/1976, that they are jointly
controlling shareholders of IUPAR and indirect shareholders of ITAÚ UNIBANCO,
ITAÚ, UNIBANCO and all companies controlled thereby, and they irrevocably and
irreversibly undertake to uniformly and continuously vote upon all relevant
matters submitted to the Shareholders' Meetings and elect most managers of
IUPAR, ITAÚ UNIBANCO, ITAÚ, UNIBANCO and all other companies controlled thereby,
and effectively use their controlling power to manage all corporate activities
and advise the corporate bodies of IUPAR, ITAÚ UNIBANCO, ITAÚ, UNIBANCO and all
other companies controlled thereby, and they shall be jointly liable for
exercising the controlling power over IUPAR and indirectly over ITAÚ UNIBANCO,
ITAÚ, UNIBANCO and all other companies controlled thereby.

    


    3.1.1.                   IUPAR
and ITAÚSA hereby acknowledge, represent and warrant, for all legal purposes and
pursuant to articles 116, 118 and 243, § 2, of Law No. 6404/1976, that they are
joint controlling shareholders of ITAÚ UNIBANCO and indirect shareholders of
ITAÚ, UNIBANCO and all other companies controlled thereby, and they irrevocably
and irreversibly undertake to uniformly and continuously vote through their
legal representatives upon all relevant matters submitted to the Shareholders
Meetings and elect most managers of ITAÚ UNIBANCO, ITAÚ, UNIBANCO and all other
companies controlled thereby, and effectively use their controlling power to
manage all corporate activities and advise the corporate bodies of ITAÚ
UNIBANCO, ITAÚ, UNIBANCO and all other companies controlled thereby, and they
shall be jointly liable for exercising the controlling power over ITAÚ UNIBANCO,
and indirectly over ITAÚ, UNIBANCO and all other companies controlled
thereby.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    3.1.2.                   ITAÚ
UNIBANCO hereby acknowledges, represents and warrants, for all legal purposes
and pursuant to articles 116, 118 and 243, § 2, of Law No. 6404/1976, that it is
the controlling shareholder of ITAÚ and indirect shareholder of UNIBANCO and all
other companies controlled thereby, and it irrevocably and irreversibly
undertakes to uniformly and continuously vote, by its legal representatives,
upon all relevant matters submitted to the Shareholders Meetings and elect most
managers of ITAÚ, UNIBANCO and all other companies controlled thereby, and
effectively use its controlling power to manage all corporate activities and
advise the corporate bodies of ITAÚ, UNIBANCO and all other companies controlled
thereby, and it shall be jointly liable for exercising the controlling power
over ITAÚ and indirectly over UNIBANCO and all other companies controlled
thereby.

    


    3.1.3.                   ITAÚ
hereby acknowledges, represents and warrants, for all legal purposes and
pursuant to articles 116, 118 and 243, § 2, of Law No. 6404/1976, that it is the
controlling shareholder of UNIBANCO and all other companies controlled thereby,
and it irrevocably and irreversibly undertakes to uniformly and continuously
vote, by its legal representatives, upon all relevant matters submitted to the
Shareholders Meetings and elect most managers of UNIBANCO and all other
companies controlled thereby, and effectively use its controlling power to
manage all corporate activities and advise the corporate bodies of UNIBANCO and
all other companies controlled thereby, and it shall be jointly liable for
exercising the controlling power over UNIBANCO and all other companies
controlled thereby.

    


    3.2.                      IUPAR
By-laws shall provide that the decisions taken in a Shareholders Meeting shall
only be approved by the shareholders representing more than fifty percent of the
voting capital stock, except for decisions related to the matters listed below,
which shall be solely taken by IUPAR Shareholders Meetings and may only be
approved upon the affirmative vote of shareholders representing 99% of the
voting stock:

    


    a) any transactions that imply changes
in IUPAR’s capital, and merger, amalgamation, spin-off or any other corporate
restructuring involving IUPAR;

    b) amendments to IUPAR
By-laws;

    c) decisions about retention of profits
or allocation of reserves to the detriment of any distribution of mandatory
dividend;

    d) full or partial encumbrance or
disposal of shares issued by ITAÚ UNIBANCO and held by IUPAR, purchase of new
shares issued by ITAÚ UNIBANCO, disposal of subscription rights to shares issued
by ITAÚ UNIBANCO to third parties in increases in capital, subscription warrants
or other bonds or securities that secure the right to purchase or subscribe
shares issued by ITAÚ UNIBANCO or that are convertible into shares issued by
ITAÚ UNIBANCO, as well as the creation of encumbrance, lien, pledge, collateral,
fiduciary alienation or any other guarantee thereupon;

    e) share
redemption, amortization and repurchase transactions; and

    f) rendering of surety, “aval”
guarantee or other personal or collateral guarantees.

    


    3.3.                      The
Meetings of the Board of Directors of IUPAR may only be held if all sitting
members or their respective alternates are present; the Board of Directors of
IUPAR will take its decisions upon the approval of at least three (3) members,
unless if it is expressly provided in this Agreement or in its By-laws that
unanimous decision is required. Pursuant to the provisions of Section 3.5 below,
IUPAR By-laws shall provide that the matters listed below shall be exclusively
decided upon by the Board of Directors and may only be approved upon the
affirmative vote of all its members:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    a) to elect and dismiss IUPAR Officers
and set forth their duties, as well as to previously voice its opinion about the
election of the members of the Board of Directors of ITAÚ UNIBANCO and its
controlled companies;

    b) to set forth policies and strategic
matters as required for the success of ITAÚ UNIBANCO’s business, including
strategic matters for the success of its controlled companies’
businesses;

    c) to submit to the Shareholders
Meeting proposals involving transactions related to IUPAR’s capital change,
merger, amalgamation, spin-off or any other corporate restructuring operations
involving IUPAR;

    d) to set forth matters to be decided
upon in Shareholders Meetings and Meetings of the Board of Directors of ITAÚ
UNIBANCO and determine how such decisions should be voted by IUPAR, in its
capacity as ITAÚ UNIBANCO’s shareholder and by the members of the Board of
Directors of such company appointed by IUPAR;

    e) to analyze and approve multiyear
budgets of IUPAR;

    f) to appoint and dismiss IUPAR’s
public accountant; and

    g) to
elect the Chairman and the Vice-Chairman of the Board of Directors of
IUPAR.

    


    3.4.                      
All sitting and alternate members of the Board of Directors of IUPAR, as well as
all IUPAR Officers shall be invited to attend the Meetings of the Board of
Directors of IUPAR. The installation of the Board of Directors Meetings shall
not be subject to the attendance of alternates of the Board of Directors members
and IUPAR Officers, provided that the quorum set forth in Section 3.3 shall be
duly observed. Only the sitting members, or alternates who are replacing any
absent sitting member, shall have the right to vote upon the Board of Directors’
decisions.

    


    3.5.                      A
Prior Meeting with the controlling shareholders of IUPAR shall be held before
every Meeting of the Board of Directors of IUPAR (“Prior Meeting”) in order to
decide upon the votes to be uniformly cast by the representatives of the Parties
in the Meetings of the Board of Directors of IUPAR.

    


    3.5.1.                   The
Prior Meetings shall be held in the principal place of business of IUPAR, before
the Meetings of the Board of Directors of IUPAR being held. The Prior Meetings
shall be called in writing, as provided for in Section 8.11 below, by either
Party, at least two (2) business days before the scheduled date.

    


    3.5.1.1.                The
Prior Meetings may only be held with the presence of the representatives of
ITAÚSA and MOREIRA SALLES FAMILY. The members of VILLELA FAMILY and SETUBAL
FAMILY who are IUPAR sitting or alternate managers shall be invited to attend
the Prior Meetings, but they shall have no voting right and their occasional
absence shall not prevent installation of the Prior Meeting.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    3.5.1.2.                The
minutes of every Prior Meeting shall be obligatorily drawn-up.

    


    3.5.2.                   In
the Prior Meetings, ITAÚSA and MOREIRA SALLES FAMILY shall have the right to one
vote each, and decisions shall only be deemed approved upon the affirmative vote
of both of them.

    


    


    3.5.3.                   ITAÚSA
and MOREIRA SALLES FAMILY hereby undertake to harmoniously solve the matters
submitted to the Prior Meeting that arouse heated discussions, always keeping in
mind the strictest interests of IUPAR and ITAÚ UNIBANCO, so as to avoid
deadlocks that might impair the proper dealing of business.

    


    3.5.4.                   The
representatives of ITAÚSA and MOREIRA SALLES FAMILY in the Board of Directors of
IUPAR shall be required to exercise their voting rights in the Board of
Directors Meetings, in compliance with the terms previously set forth in the
Prior Meetings.

    


    3.5.5.                   In
order to comply with the provisions set forth in Section 3.5.4 hereof, either
Party shall be allowed to deliver or send by fax the minutes of the Prior
Meeting: (i) to the members of the Board of Directors of IUPAR who have been
appointed by ITAÚSA or MOREIRA SALLES FAMILY, so to allow them to exercise their
voting rights in the Meetings of the Board of Directors of IUPAR in compliance
with the terms set forth in the Prior Meetings; and (ii) to the Chairman of the
Board of Directors of IUPAR.

    


    3.5.6.                   If
a matter submitted to the Prior Meeting is not approved, the vote to be cast by
the members of the Board of Directors of IUPAR who have been appointed by ITAÚSA
or MOREIRA SALLES FAMILY in the Meetings of the Board of Directors shall refuse
the proposals submitted to resolution.

    


    3.5.7.                   ITAÚSA
and MOREIRA SALLES FAMILY hereby undertake to cause their representatives in the
Meetings of the Board of Directors of IUPAR to take no decision or measure that
depends upon a Prior Meeting being held while it is not held.

    


    3.5.8.                   If,
for any reason, a Prior Meeting is not held before a certain Meeting of the
Board of Directors of IUPAR being held, the members of the Board of Directors
appointed by ITAÚSA and MOREIRA SALLES FAMILY shall be required to attend this
Meeting of the Board of Directors and refuse the proposals submitted to
resolution.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    3.5.8.1.                In
the event provided for in Section 3.5.8 above, the Parties shall take all
measures so that the Prior Meeting is held within at least fifteen (15) days,
thereby enabling IUPAR Board of Directors to take its decision.

    


    3.5.9.                   ITAÚSA
and MOREIRA SALLES FAMILY hereby undertake to take all necessary measures to
promptly replace the members of the Board of Directors of IUPAR appointed and
elected in compliance with the provisions of this Agreement who fail to comply
with the determination to unanimously vote as determined in the Prior
Meetings.

    


    3.5.10.                 The
Chairman of the Meetings of the Board of Directors of IUPAR shall not compute
the votes cast in disregard to the provisions of this Agreement, as provided for
in article 118, § 8, of Law No. 6404/1976.

    


    3.5.11.                 Failure
of ITAÚSA and MOREIRA SALLES FAMILY members to attend the Meetings of the Board
of Directors of IUPAR or cast their votes therein shall entitle the members of
the Board of Directors present at the Meeting to vote for the absent or
abstaining member, as provided for in article 118, § 9, of Law No. 6404/1976.
Notwithstanding the foregoing, votes cannot be cast if (i) the matter has not
been submitted to the Prior Meeting or (ii) disagree with the decisions
previously taken in the Prior Meeting.

    


    3.5.12.                 If
any representative of ITAÚSA and MOREIRA SALLES FAMILY attending the Meeting of
the Board of Directors of IUPAR casts their vote contrarily to what has been
decided in the Prior Meeting and the Chairman of the Meeting of the Board of
Directors decides not to compute it, as provided for in Section 3.5.10 above,
said vote shall be deemed uncast and, accordingly, the representatives of the
other Party shall be entitled to vote for the member of the Board of Directors
who fails to comply with the obligation to vote as determined in this Agreement
under Section 3.5.11 above.

    


    3.6.                      Before
any Shareholders Meeting or Meeting of the Board of Directors of ITAÚ UNIBANCO
being held a Meeting of the Board of Directors of IUPAR shall be held so as to
resolve upon the votes to be uniformly cast by IUPAR and ITAÚSA representatives
in the Shareholders Meetings and Meetings of the Board of Directors of ITAÚ
UNIBANCO.

    


    3.7                      The
By-laws of ITAÚ UNIBANCO shall provide that the matters set forth below shall be
exclusively decided upon in the Shareholders Meetings, and such matters shall be
previously resolved by the Board of Directors of IUPAR, as provided for in
Section 3.3 (d) above and previously deliberated in a Prior Meeting, as provided
for in Section 3.5 above:

    


    a) resolution about accounting
statements and profit allocation and investment;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    b)
resolution about management reports and Executive Board’s accounts;

    c)
setting forth global and annual compensation of the Board of Directors and
Executive Board members, thereby specifying the portion related to each of these
bodies;

    d)
appointment, election and termination of the members of the Board of
Directors;

    e)
approval of capital stock changes, merger, amalgamation, spin-off or any other
corporate restructuring operations involving ITAÚ UNIBANCO;

    f)
resolution about profit retention or allocation of reserves to the detriment of
compulsory dividend distribution; and

    g)
resolution about call option plans for shares issued by ITAÚ UNIBANCO or its
controlled companies.

    


    3.7.1.                  
The By-laws of ITAÚ UNIBANCO shall provide that the matters set forth below
shall be exclusively decided upon by the Board of Directors of ITAÚ UNIBANCO,
and such matters shall be previously deliberated by the Board of Directors of
IUPAR, as provided for in Section 3.3 (d) above and previously resolved in a
Prior Meeting, as provided for in Section 3.5 above:

    


    a)
appointment and dismissal of independent accountant;

    b)
approval of investments and divestitures, whether direct or indirect, in
shareholding equity in excess of 15% of the equity value of ITAÚ UNIBANCO
ascertained in the latest balance sheet duly audited; and

    c)
approval of capital increase up to the authorized capital limit.

    


    3.8.                     
The decisions taken by the Board of Directors of IUPAR shall produce in relation
to IUPAR and ITAÚSA representatives attending the Shareholders Meetings of ITAÚ
UNIBANCO and members of the Board of Directors of ITAÚ UNIBANCO who have been
appointed by IUPAR or ITAÚSA, all effects of a prior ITAÚ UNIBANCO controlling
shareholders meeting, including those provided for in section 118 of Law No.
6404/1976, as set forth in the following clauses.

    


    3.8.1.                 
 IUPAR representatives attending the Shareholders Meetings of ITAÚ UNIBANCO
shall be required to exercise their voting rights in the Shareholders Meetings
of ITAÚ UNIBANCO as previously defined in the Meetings of the Board of Directors
of IUPAR.

    


    3.8.2.                 
 The members of the Board of Directors of ITAÚ UNIBANCO who have been
appointed by IUPAR shall be required to attend the Meetings of the Board of
Directors of ITAÚ UNIBANCO and vote, in block, as previously determined in the
Meetings of the Board of Directors of IUPAR.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    3.8.3.                  For
the purposes of Sections 3.8.1 and 3.8.2 of this Agreement, the Chairman of the
Board of Directors of IUPAR shall promptly deliver or send by fax the minutes of
the Meeting of the Board of Directors: (i) to the Executive Board of IUPAR, so
to enable IUPAR to exercise the voting right in the Shareholders Meetings of
ITAÚ UNIBANCO in compliance with the terms set forth in the Meetings of the
Board of Directors of IUPAR; or (ii) to the members of the Board of Directors of
ITAÚ UNIBANCO who have been elected by IUPAR, so to allow them to exercise their
voting rights in the Meetings of the Board of Directors of ITAÚ UNIBANCO
pursuant to the terms set forth in the Meetings of the Board of Directors of
IUPAR; and (iii) to the Chairmen of the Shareholders Meetings and Meetings of
the Board of Directors of ITAÚ UNIBANCO.

    


    3.9.                      ITAÚSA
shall be required to attend the Shareholders Meetings of ITAÚ UNIBANCO and
exercise the voting right arising out of Direct Shares as determined in the
Meetings of the Board of Directors of IUPAR. If, for any reason, IUPAR fails to
cast its vote in a certain Shareholders Meeting of ITAÚ UNIBANCO, then ITAÚSA
shall likewise refrain from casting its vote arising out of Direct Shares. The
same rules are applicable to any member of MOREIRA SALLES FAMILY, VILLELA FAMILY
and SETUBAL FAMILY if such member directly or indirectly holds, at any time and
for any reason, in addition to its direct or indirect shareholding interest in
IUPAR, voting shares issued by ITAÚ UNIBANCO.

    


    3.9.1.                  The
members of the Board of Directors of ITAÚ UNIBANCO elected by ITAÚSA as provided
for in Section 2.5 (b) shall be required to attend the Meetings of the Board of
Directors of ITAÚ UNIBANCO and exercise their voting rights as determined in the
Meetings of the Board of Directors of IUPAR. If, for any reason, the members of
the Board of Directors of ITAÚ UNIBANCO elected by IUPAR fail to vote on any
matter in a certain Meeting of the Board of Directors of ITAÚ UNIBANCO, the
members of the Board of Directors elected by ITAÚSA shall likewise refrain from
voting.

    


    3.10.                   If
a certain matter submitted to a Meeting of the Board of Directors of IUPAR is
not approved, the vote cast by the representatives of IUPAR and ITAÚSA in the
Shareholders Meetings or Meetings of the Board of Directors of ITAÚ UNIBANCO
shall refuse the proposals submitted to resolution. In regard to Shareholders
Meetings, the same rules are applicable to any member of MOREIRA SALLES FAMILY,
VILLELA FAMILY and SETUBAL FAMILY if such member directly or indirectly holds,
at any time and for any reason, in addition to its direct or indirect
shareholding interest in IUPAR, voting shares issued by ITAÚ
UNIBANCO.

    


    3.11.                   ITAÚSA
and IUPAR hereby undertake to cause their representatives in the Shareholders
Meetings or Meetings of the Board of Directors of ITAÚ UNIBANCO to take no
decision or measure that depends upon a Meeting of the Board of Directors of
IUPAR being held until such Meeting of the Board of Directors of IUPAR is held.
In regard to Shareholders Meetings, the same rules are applicable to any member
of MOREIRA SALLES FAMILY, VILLELA FAMILY and SETUBAL FAMILY if such member
directly or indirectly holds, at any time and for any reason, in addition to its
direct or indirect equity interest in IUPAR, voting shares issued by ITAÚ
UNIBANCO.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    3.12.                   If,
for any reason, a Meeting of the Board of Directors of IUPAR is not held before
a certain Shareholders Meeting or Meeting of the Board of Directors of ITAÚ
UNIBANCO being held, then IUPAR and ITAÚSA or the members of the Board of
Directors of ITAÚ UNIBANCO elected thereby, as the case may be, shall be
required to attend such Shareholders Meeting or Meeting of the Board of
Directors and refuse the proposals submitted to resolution. In regard to
Shareholders Meetings, the same rules shall apply to any member of MOREIRA
SALLES FAMILY, VILLELA FAMILY and SETUBAL FAMILY if such member directly or
indirectly holds, at any time and for any reason, in addition to its direct or
indirect shareholding interest in IUPAR, voting shares issued by ITAÚ
UNIBANCO.

    


    3.12.1.  In
the event provided for in Section 3.12 above, the representatives of ITAÚSA and
MOREIRA SALLES FAMILY in the Board of Directors of IUPAR shall take all measures
so that a Meeting of the Board of Directors of IUPAR be held within at least
fifteen (15) days so to allow that a decision is taken by the Shareholders
Meeting or Meeting of the Board of Directors of ITAÚ UNIBANCO.

    


    3.13.                   ITAÚSA,
MOREIRA SALLES FAMILY and IUPAR, as the case may be, hereby undertake to take
all necessary measures to promptly replace the members of the Executive Board of
IUPAR and the Board of Directors of ITAÚ UNIBANCO appointed and elected under
this Agreement who fail to comply with the determination to jointly vote as
determined in the Meetings of the Board of Directors of IUPAR, as provided for
in this Section Three.

    


    3.14.                   The
Chairmen of the Shareholders Meetings and the Meetings of the Board of Directors
of ITAÚ UNIBANCO shall not compute the votes cast in disregard to the provisions
of this Agreement, as provided for in article 118, § 8, of Law No.
6404/1976.

    


    3.15.                   Failure
of ITAÚSA or IUPAR representatives to either attend the Shareholders Meetings of
ITAÚ UNIBANCO or cast their votes therein shall entitle the shareholder present
at the Shareholders Meeting (ITAÚSA or IUPAR, as the case may be) to vote for
IUPAR or vote with Direct Shares, as the case may be, as provided for in article
118, § 9, of Law No. 6404/1976. Failure of ITAÚSA and MOREIRA SALLES FAMILY
representatives to attend the Meetings of the Board of Directors of ITAÚ
UNIBANCO or cast their votes therein shall entitle the members of the Board of
Directors present at the Meeting to vote for the absent or abstaining member, as
provided for in article 118, § 9, of Law No. 6404/1976. Notwithstanding the
foregoing, votes cannot be cast if (i) the matter has not been submitted to the
Meeting of the Board of Directors of IUPAR or (ii) disagree with the decisions
previously taken in the Meeting of the Board of Directors of
IUPAR.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    3.16.             
      In the event that any of the representatives
of ITAÚSA or MOREIRA SALLES FAMILY at Shareholders Meetings or at Meetings of
the Board of Directors of ITAÚ UNIBANCO cast a vote contrary to the vote set
forth at the Meeting of the Board of Directors of IUPAR, and the Chairman of the
Shareholders Meeting or the Meeting of the Board of Directors decides not to
count it, as provided for in Section 3.15 above, then said vote shall be deemed
not to be cast and, as a result, the representatives of the other Party shall be
entitled to cast IUPAR vote or to vote with the Direct Shares, as the case may
be, or in replacement of the member of the Board of Directors who fails to
comply with the obligation of voting as established by this Agreement, as
provided for in Section 3.16 above.

    


    3.17.                
   The provisions of Sections 2.7 and 2.8, 3.8 to 3.8.3 and 3.10
to 3.16 apply to the members of the Board of Directors of ITAÚ UNIBANCO who were
unanimously appointed by ITAÚSA and by MOREIRA SALLES FAMILY, as provided for in
Section 2.5 (c) above, whenever the following resolutions are submitted to the
Board of Directors of ITAÚ UNIBANCO:

    


    (a) a proposal to amend ITAÚ UNIBANCO
By-laws;

    (b)
election and removal of the Chief Executive Officer of ITAÚ UNIBANCO, subject to
the provisions of Section 2.7 above;

    (c)
election and removal of the other officers of ITAÚ UNIBANCO, subject to the
provisions of Section 2.8 above;

    (d)
increase in ITAÚ UNIBANCO capital stock; and

    (e) a
proposal of change, consolidation, merger, spin-off or any other form of
corporate reorganization involving ITAÚ UNIBANCO.

    


    3.17.1.            
    The provisions of Section 3.17 above does not apply to
the member of the Board of Directors of ITAÚ UNIBANCO appointed by Bank of
America Corporation, pursuant to the shareholders agreement entered into between
the latter and ITAÚSA on May 1, 2006, provided, however, that said shareholders
agreement ensures to Bank of America Corporation the right to appoint a single
member of the Board of Directors of ITAÚ UNIBANCO.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
FOUR

    RIGHT OF
FIRST REFUSAL IN THE EVENT OF DISPOSAL OF SHARES ISSUED BY IUPAR

    


    4.1.                      The
Shares shall not, directly or indirectly, be sold, assigned or transferred,
whether for free or for consideration, nor shall they be granted to the capital
stock of another company, given for the purpose of usufruct or trust, or
otherwise disposed of or promised to be disposed of (all operations mentioned
above shall be hereinafter referred to as “to dispose of”) without strict
compliance with the rules provided for in this Section Four

    


    4.1.1.                   For
the purposes of this Agreement and except for Section 4.13 below, it shall also
be deemed to be a disposal of Shares any and all transaction resulting in a
situation in which individuals (or their legal successors) who held, directly or
indirectly, as of November 27, 2008: (i) the total class “B” common shares
issued by IUPAR, as regards MOREIRA SALLES FAMILY, or (ii) as regards VILLELA
FAMILY and SETUBAL FAMILY, the shares integrating ITAÚSA control block which are
required to ensure the control of said company, no longer hold them, wholly or
in part.

    


    4.2.                      Except
for the events expressly provided for in Section 4.13 below, the Shares shall
only be disposed of after November 3, 2018.

    


    4.2.1.                   Once
the term referred to in Section 4.2 above has elapsed, ITAÚSA and MOREIRA SALLES
FAMILY may dispose of the Shares owned by them, provided that (i) the provisions
of the subsequent items of this Section Four are complied with; and (ii) the
disposal involves the total of (a) class “A” common shares issued by IUPAR
together with the total preferred shares issued by IUPAR; or (b) the class "B"
common shares issued by IUPAR.

    


    4.3.                      Once
the term referred to in Section 4.2 above has elapsed, in the event that ITAÚSA
or MOREIRA SALLES FAMILY wishes to dispose of the total Shares owned by it
(“Offeror Shareholder”), when said fact shall be notified to MOREIRA SALLES
FAMILY or to ITAÚSA, as the case may be (“Offeree Shareholder”), by means of a
letter delivered against receipt or sent by the Registry of Deeds and Documents,
together with a copy of the firm, good faith proposal received from an
interested third party (“Proposal”), which shall mandatorily contain (i) the
name and identification of the possible buyer, (ii) the quantity of shares to be
disposed of, (iii) the price and payment conditions, and (iv) any other
conditions which the Proposal may be subject to.

    


    4.4.                      The
Offeree Shareholder shall have the non-extendable term of ninety (90) days as of
receipt of the communication referred to in Section 4.3 above to reply, on an
irrevocable and irreversible manner, by means of a written notice to be sent to
the Offeror Shareholder, as a letter, receipt acknowledgement required, or sent
by the Registry of Deeds and Documents, as to whether:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    a) exercise its right of first refusal
to purchase the total shares offered at the same price and on the same
conditions set forth in the Proposal; or

    


    b) waive preference in the purchase of
the shares offered; or

    


    c) exercise the right to sell the total
Shares owned by it to the third party buyer at the same price and on the same
conditions of the Offeror Shareholder, in addition to the Shares offered,
subject to the tag along right provided for in Section Five.

    


    4.5.                   
   In the event that the Offeree Shareholder fails to reply on a
timely manner in relation to the exercise of any of the alternatives provided
for in Section 4.4 above, it shall be deemed to have waived its right of first
refusal and its tag along right referred to in items “a” and “c” of Section
4.4.

    


    4.6.                   
   The disposal of the shares to the Offeree Shareholder, in the
event that it exercises its right of first refusal, shall be completed within
sixty (60) days of the date on which the Offeree Shareholder notifies to the
Offeror Shareholder the decision referred to in Section 4.4 “a”
above.

    
 

    4.7.                   
   In the event that the right of first refusal is not exercised
by the Offeree Shareholder within the term set forth in Section 4.4 above, the
Offeror Shareholder shall be authorized to proceed with the disposal of the
total Shares owned by it, according to the precise terms and conditions set
forth in the Proposal, subject to a possible tag along of the Shares owned by
the Offeree Shareholder as provided for in item “c” of Section 4.4 above, and
according to the provisions of Section 5.2 below, within sixty (60) days
immediately subsequent to (i) the receipt of the notice referred to in the
aforementioned Section 4.4 or (ii) lapse of the term of ninety (90) days set
forth therein, in the event that said notice was not sent.

    


    4.8.                  
    Once the term referred to in Section 4.7 above has
elapsed without completion of the disposal of the Shares which are the
subject-matter of the Proposal, or in the event that any of the conditions set
forth in the Proposal are modified, the Offeror Shareholder shall be barred from
disposing of the Shares owned by it and shall notify the Offeree Shareholder
once again, repeating the procedure set forth in this Section Four, which shall
only take place once the term of six (6) months as of the end of the applicable
term referred to in Section 4.7 above has elapsed.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    4.9.                      The
disposal of the Shares is equivalent, for the purpose of exercise of the rights
provided for in this Section Four, to the disposal to any third parties that are
not members of VILLELA FAMILY, SETUBAL FAMILY and MOREIRA SALLES FAMILY of
equity interest in legal entities that participate, whether directly or
indirectly, in IUPAR capital stock.

    


    4.10.                    The
right of subscription of Shares in capital increases, share warrants, rights to
receive bonus shares or any other securities ensuring the right of purchase or
subscription of Shares or convertible into Shares shall not be disposed of to
any third parties.

    


    4.10.1.                 Likewise,
the right of subscription of shares or units in capital increases of companies
which may have a direct or indirect interest in IUPAR, share warrants of said
companies, rights to receipt bonus shares or units of said companies or any
other securities ensuring the right of purchase or subscription of shares or
units which are convertible into shares or units of said companies shall not be
disposed of to any third parties.

    


    4.11.                    The
shares held by any shareholder (as well as the shares or units of any other
companies that may have an interest in IUPAR capital stock) shall not be
encumbered, burdened or granted as pledge, guarantee, collateral or any other
form of guarantee without the prior, express, written approval of the other
shareholder(s).

    


    4.12.                    In
the event that any of the Shares held by any Party are pledged, attached or
seized due to any reasons beyond the control of said Party, then the Party that
holds said Shares shall immediately use its best efforts to have the encumbrance
of said Shares removed. In the event of failure to do so, the other Party shall
have the right of first refusal to purchase it at the time of the execution of
the encumbrance.

    


    4.13.                    Except
for the provisions of Section 4.14, the following disposals are not subject to
the obligations set forth in this Section Four: (i) of Shares owned by the
members of MOREIRA SALLES FAMILY to other shareholders that are members of
MOREIRA SALLES FAMILY or to companies or other entities whose capital stock is
fully owned by any members of MOREIRA SALLES FAMILY; (ii) of Shares owned by
ITAÚSA to members of VILLELA FAMILY or to members of SETUBAL FAMILY or to
companies or other entities whose capital stock is fully owned by a ITAÚSA or to
any member(s) of VILLELA FAMILY or SETUBAL FAMILY; and (iii) of one (1) Share,
on account of trust, to each of the persons elected by ITAÚSA and by MOREIRA
SALLES FAMILY for the position of member of the Board of Directors of IUPAR,
provided that said persons shall undertake to return the Share received thereby
to the relevant Party in the event that they stop holding the position of
members of the Board of Directors due to any reason whatsoever.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    4.13.1.                 In
the event that, due to a litigation, any Share directly or indirectly held by
ITAÚSA is transferred to any third parties that are (i) individuals who are not
members of VILLELA FAMILY or SETUBAL FAMILY; (ii) legal entities whose capital
stock is not fully held by any member(s) of VILLELA FAMILY or SETUBAL FAMILY; or
(iii) any third parties not expressly provided for in Section 4.13 above, then
any member(s) of VILLELA FAMILY or SETUBAL FAMILY (by themselves or by any legal
entity(ies) whose capital stock is fully owned by any member(s) of VILLELA
FAMILY or SETUBAL FAMILY) shall be entitled to claim the purchase of said
Shares, within thirty (30) days as of the date of the relevant transfer, case in
which the third party shall be required to sell them at the price to be
specified in a valuation report to be prepared by a first-line investment bank
to be appointed by IUPAR. In the event that the members of VILLELA FAMILY or
SETUBAL FAMILY fail to exercise the right provided for herein within the
aforementioned term of thirty (30) days, any member(s) of MOREIRA SALLES FAMILY
(by themselves or by any legal entity(ies) whose capital stock is fully held by
any member(s) of MOREIRA SALLES FAMILY) shall also begin to have the right to
claim the purchase of the shares transferred to the third party, on the same
conditions provided for in this Section 4.13.1.

    


    4.13.2.                 In
the event that, due to a litigation, any Share directly or indirectly held by
any members of MOREIRA SALLES FAMILY is transferred to any third parties that
are (i) individuals who are not members of MOREIRA SALLES FAMILY; (ii) legal
entities whose capital stock is not fully held by any member(s) of MOREIRA
SALLES FAMILY; or (iii) any third parties not expressly provided for in Section
4.13 above, then any member(s) of MOREIRA SALLES FAMILY (by themselves or by any
legal entity(ies) whose capital stock is fully owned by any member(s) of MOREIRA
SALLES FAMILY) shall be entitled to claim the purchase of said Shares, within
thirty (30) days as of the date of the relevant transfer, case in which the
third party shall be required to sell them at the price to be specified in a
valuation report to be prepared by a first-line investment bank to be appointed
by IUPAR. Should the members of MOREIRA SALLES FAMILY fail to exercise the right
provided for herein within the aforementioned term of thirty (30) days, then
ITAÚSA or any member(s) of VILLELA FAMILY or SETUBAL FAMILY (by themselves or by
any legal entity(ies) whose capital stock is fully held by ITAÚSA or by any
member(s) of VILLELA FAMILY or SETUBAL FAMILY) shall also begin to have the
right to claim the purchase of the shares transferred to said third party, in
the same conditions provided for in this Section 4.13.2.

    


    4.14.                    As
a prior and necessary condition for the disposal of Shares, including those
provided for in Section 4.13 above, the buyer or the assignee shall previously
and expressly adhere, in writing and without any restrictions, to the provisions
of this Agreement, undertaking all obligations of the disposing
Party.

    


    4.15.                    Without
prejudice to the right of first refusal provided for in this Section Four,
ITAÚSA and MOREIRA SALLES FAMILY may veto the disposal of Shares to any third
parties which, in the opinion of the other Party, (i) are known to lack the
reputation, business and marketing profile and technical experience compatible
with the importance and responsibility of the conglomerate managed by ITAÚ
UNIBANCO; or (ii) may be deemed to be competitors of ITAÚ UNIBANCO, provided
that, in both instances, said veto is justified and voiced within the term and
in the manner provided for in Section 4.4 above.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    4.16.                    Disposals
of Shares as well as creation of any liens or encumbrances not in compliance
with the provision of this Section Four shall not be valid or effective, and
IUPAR shall be required not to record them in its corporate books.

    


    4.17.                    The
parties acknowledge that any legal business resulting in disposal or transfer of
control or in any change in the composition of the control block of IUPAR, ITAÚ
UNIBANCO, ITAÚ, UNIBANCO or any of their financial controlled companies shall
depend, pursuant to the applicable legislation or regulations, on approval by
the Central Bank of Brazil – BACEN.

    


    4.18.                    In
the cases provided for in Section 4.17 above and in any other case that may be
deemed to be a modification of the composition of the control block of IUPAR,
ITAÚ UNIBANCO, ITAÚ, UNIBANCO or any other financial companies controlled
thereby which depends, pursuant to the applicable legislation and regulations,
on approval by the BACEN, the former members of the control block shall continue
to be jointly responsible for the exercise of the control power, as provided for
by the applicable legislation, until BACEN approves the composition of the new
control block.

    


    SECTION
FIVE

    DISPOSAL
OF DIRECT SHARES

    5.1.                      ITAÚSA
may freely dispose of, encumber or burden the Direct Shares, at any time and to
any individual, company or entity, wholly or in part.

    


    5.1.1.                   Should
ITAÚSA dispose of the Direct Shares to companies fully held by it or to any of
the members of VILLELA FAMILY, SETUBAL FAMILY, or companies or entities fully
held, whether directly or indirectly, by any member of VILLELA FAMILY or SETUBAL
FAMILY, then the buyer shall be required to previously adhere to this
Agreement.

    


    5.1.2.                   Should
the Direct Shares be disposed of to any third parties that are not members of
VILLELA FAMILY and SETUBAL FAMILY, then the buyer may not enter into this
Agreement, and therefore the tag along right as provided for in Section 5.2
below or any other right or obligation set forth in this Agreement shall not be
applicable thereto.

    


    5.2.                      In
the event that ITAÚSA and MOREIRA SALLES FAMILY decide to directly or indirectly
dispose of the total Shares or the total shares issued by ITAÚ UNIBANCO and held
by IUPAR to any third parties, then ITAÚSA shall have the right to demand that
up to the total Direct Shares be also purchase according to the same terms and
conditions negotiated by ITAÚSA and by MOREIRA SALLES FAMILY with the third
party buyer.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    5.2.1.                   In
the event that ITAÚSA exercises the right discussed in Section 5.2 above, then
the third party buyer may only purchase, directly or indirectly, the Shares held
by ITAÚSA itself and by the members of MOREIRA SALLES FAMILY or the shares
issued by ITAÚ UNIBANCO and held by IUPAR, as the case may be, if the third
party buyer also purchases, on the same terms and conditions, the Direct Shares
that ITAÚSA decides to dispose of.

    


    5.2.2.                   ITAÚSA
shall have the non-extendable term of thirty (30) days as of the date on which
ITAÚSA and MOREIRA SALLES FAMILY decide to directly or indirectly sell the
Shares or the shares issued by ITAÚ UNIBANCO and held by IUPAR to voice its
intention to exercise the right of disposal of Direct Shares together with the
total Shares issued by IUPAR or by ITAÚ UNIBANCO, and once said term has
elapsed, ITAÚSA shall be deemed to have waived the right set forth in this
Section 5.2. ITAÚSA’s intention to exercise the tag along right shall be voiced
as provided for in Section 8.11 below.

    


    5.3.                      The
rules, rights and obligations provided for in this Section Five for ITAÚSA apply
identically to any member of MOREIRA SALLES FAMILY, VILLELA FAMILY and SETUBAL
FAMILY in the event that they may hold, whether directly or indirectly, at any
time and due to any reason whatsoever, in addition to the equity interest at
IUPAR, common shares issued by ITAÚ UNIBANCO.

    


    SECTION
SIX

    TERM OF
EFFECTIVENESS

    


    6.1.                      This
Agreement shall come into effect and shall remain in effect for the term of
twenty (20) years, and the Parties shall not terminate it or fail to comply with
it unilaterally. Said term shall be automatically extended for new and
successive terms of ten (10) years, except upon written notice to the contrary
by ITAÚSA or MOREIRA SALLES FAMILY given as provided for in Section 8.11 and at
least one (1) year in advance as of the end of each term of
effectiveness.

    


    6.2.                      The
Agreement shall be terminated if (i) each of ITAÚSA and MOREIRA SALLES FAMILY no
longer hold shares representing 50% of IUPAR voting capital stock; or (ii) IUPAR
is no longer the holder of shares representing at least 51% of ITAÚ UNIBANCO
voting capital stock.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    6.2.1.                   In
the event that any of the termination conditions provided for in Section 6.2
occurs, this Agreement shall remain in effect for an additional term of thirty
(30) days as of the occurrence of any of the aforementioned termination
conditions, during which the Parties may: (i) remedy the situation that resulted
in the occurrence of said condition, so that each of the Parties holds 50% of
IUPAR voting capital stock again or the latter holds shares representing at
least 51% of ITAÚ UNIBANCO voting capital stock again, as the case may be; or
(ii) amend this Agreement in writing.

    


    SECTION
SEVEN

    REGISTRATION
AND OBLIGATIONS OF IUPAR AND ITAÚ UNIBANCO

    


    7.1.                      IUPAR,
ITAÚ UNIBANCO, ITAÚ and UNIBANCO enter into this Agreement in the capacity of
intervening consenting parties and/or Parties, and acknowledge and consent with
all terms and conditions hereof.

    


    7.2.                      This
Agreement shall be filed at the principal places of business of IUPAR, ITAÚ
UNIBANCO, ITAÚ and UNIBANCO, which shall endeavor to the faith compliance with
the provisions hereof, undertaking to immediately notify ITAÚSA and MOREIRA
SALLES FAMILY of any action or omission that may result in failure to comply
with the obligations provided for in this Agreement.

    


    7.3.                      The
obligations arising out of this Agreement shall be annotated in the Registers of
Registered Shares of IUPAR, ITAÚ UNIBANCO, ITAÚ and UNIBANCO, as well as in the
certificates, warrants or multiple securities issued by IUPAR, by ITAÚ UNIBANCO,
by ITAÚ or by UNIBANCO, if applicable, or in the registers of the bookrunner
institution, if applicable, and said annotations shall be deemed to bar the
performance of any action not in compliance with the covenants
hereunder.

    


    7.4.                      IUPAR,
ITAÚ UNIBANCO, ITAÚ and UNIBANCO are required not to register, in their
respective corporate books, any transaction that implies the transfer or
encumbrance of their respective shares in any manner not in compliance with the
covenanted in this Agreement, as well as to cause their respective book-entry
agent of the shares issued thereby, if any, not to register any such
transaction.

    


    SECTION
EIGHT

    GENERAL
PROVISIONS

     

    8.1.                      This
Agreement is binding upon IUPAR, ITAÚ UNIBANCO, ITAÚ, UNIBANCO, ITAÚSA and the
members of SETUBAL FAMILY, VILLELA FAMILY and MOREIRA SALLES FAMILY, as well as
their respective heirs and other successor on any account
whatsoever.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    8.2.                      This
Agreement, as well as all obligations undertaken pursuant to the terms hereof,
are irrevocable and irreversible and shall not be modified, except by means of a
written instrument executed by the Parties, by VILLELA FAMILY and by SETUBAL
FAMILY.

    


    8.2.1.                   Any
amendment to this Agreement shall be submitted to BACEN as provided for by the
applicable legislation and regulations.

    


    8.3.                      Either
Party may require, on the grounds of article 118 of Law No. 6404/1976, the
specific execution of the obligations undertaken hereunder, especially for the
purposes of (a) annulment of the Shareholders Meeting or the Meeting of the
Board of Directors of IUPAR or of ITAÚ UNIBANCO which acknowledges the validity
of any vote cast against an express provision of this Agreement; (b)
cancellation of the registration of any share transfer or encumbrance carried
out not in compliance with any provisions of this Agreement; and (c) fulfillment
of the wish of the Parties or of their representatives in Shareholders Meetings
or in Meetings of the Board of Directors of IUPAR and of ITAÚ UNIBANCO, in the
event of refusal to exercise the voting right in the conditions agreed upon
herein or to comply with any other obligation provided for in this
Agreement.

    


    8.4.                      The
Parties undertake to cause the delivery of this Agreement and of any amendments
hereto at the principal places of business of IUPAR, ITAÚ UNIBANCO, ITAÚ and
UNIBANCO, for the purposes and effects of article 118 of Law No. 6404/1976. Once
the Agreement has been filed in their respective principal places of business,
IUPAR, ITAÚ UNIBANCO, ITAÚ and UNIBANCO shall (i) cause it to be registered for
the purposes of article 118 of Law No. 6404/1976; and (ii) be required, by
themselves and by their successors, on an irrevocable and irreversible manner,
to strictly comply with all terms and conditions hereof.

    


    8.5.                      The
Parties acknowledge and agree that the specific performance of this Agreement
may not be sufficient and/or effective to fully remedy any damage caused as a
result of the failure to comply with the obligation and, therefore, the
Party(ies) damaged as a result of said non-compliance with any obligation may
claim proper indemnity, including loss of profits.Any possible indemnity shall
be claimed and ascertained as provided for in Section Nine.

    


    8.6.                      The
rights and obligations arising out of this Agreement shall not be transferred or
assigned, wholly or in part, except upon prior, express, written consent of
ITAÚSA and MOREIRA SALLES FAMILY, or as otherwise expressly authorized by this
Agreement, also subject to the provisions of Sections 4.17 and 4.18
above.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    8.7.                      Failure
to exercise any right or option granted by this Agreement shall not be deemed to
be novation or waiver, nor shall it exclude the exercise, at any time, of said
right or option, subject to the legal provisions.

    


    8.8.                      Should
any provision of this Agreement be deemed to be null, the other contractual
provisions shall continue to be binding upon the Parties, which shall, in good
faith, agree upon the replacement of the provisions so deemed to be null in
order to reach, as much as possible, the intended objectives.

    


    8.9.                      This
Agreement shall be governed and construed pursuant to the Laws of the Federative
Republic of Brazil.

    


    8.10.                    The
Parties represent that they did not enter into and undertake not to enter into,
with any third parties that are not members of VILLELA FAMILY, SETUBAL FAMILY
and MOREIRA SALLES FAMILY or companies fully controlled by any member of VILLELA
FAMILY, SETUBAL FAMILY and MOREIRA SALLES FAMILY, any other shareholders
agreement or any other instrument governing the exercise of voting right,
control power or ownership rights arising out of the Shares and/or shares issued
by ITAÚ UNIBANCO, except for the Shareholders Agreement entered into on May 1,
2006 by and between ITAÚSA and Bank of America Corporation.

    


    8.10.1.                 This
Agreement, the By-laws and the Partnership Agreement comprise the total
understanding between the Parties regarding their relationships as controlling
shareholders of IUPAR, ITAÚ UNIBANCO, ITAÚ, UNIBANCO and the other companies
controlled thereby, and the aforementioned instruments shall prevail over any
other prior covenants, promises, undertakings, agreements, communications,
representations or guarantees, whether oral or written, provided or presumed by
any of the Parties, including over the Original Shareholders Agreement dated
November 27, 2008, which is expressly revoked as of the date
hereof.

    


    8.10.2.                 This
Agreement prevails over any other oral or written covenants, promises,
undertakings, agreements made between the Parties and not submitted to BACEN for
analysis.

    


    8.10.3.                 In
the event of any divergence or contradiction among the By-laws, this Agreement
and the Partnership Agreement, wherever the latter provides for matters that are
the subject-matter of this Agreement, then the provisions set forth in the
By-laws shall prevail. And in the event of any divergence or contradiction
between this Agreement and the Partnership Agreement, the provisions hereof
shall prevail. In the event of approval of any amendment to the By-laws which,
due to any reason, is in conflict with the provisions of this Agreement, the
Parties shall immediately enter into an amendment to this Agreement in such a
manner to reflect herein the amendment to the By-laws.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    8.10.4.                 The
Parties undertake not to cause any amendment to the By-laws which might result
in loss of the control carried out by IUPAR over ITAÚ UNIBANCO.

    


    8.11.                    All
notices, notifications or communications regarding this Agreement, as well as
any communications involving the Parties and IUPAR, ITAÚ UNIBANCO, ITAÚ or
UNIBANCO, shall be sent by means of a registered letter via courier or fax (with
receipt acknowledgement) to their respective representatives, at the following
addresses:

    


    If to the
Parties:

    


    ITAÚSA

    Praça
Alfredo Egydio de Souza Aranha, n° 100, Bloco Itaúsa, 10° andar

    CEP:
04344-902, 04344-902, São Paulo, SP

    Fax: 55
11 3472-1848

    Attn:
Alfredo Egydio Arruda Villela Filho

    


    With copy
to (the addresses mentioned in Exhibit 1 and in Exhibit 2 shall be
used):

    


    Maria de
Lourdes Egydio Villela

    Fax: 55
11 5019-8705

    


    Alfredo
Egydio Setubal

    Fax: 55
11 5029-1999

    


    Roberto
Egydio Setubal:

    Fax: 55
11 5019-2933

    


    Paulo
Setubal Neto:

    Fax: 55
11 3179-7707

    


    To each
of the members of MOREIRA SALLES FAMILY:

    Avenida
Eusébio Matoso, n° 891 – 22° andar

    CEP:
05423-901, São Paulo, SP

    Fax: 55
11 3095-2868


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    If to the
Intervening Consenting Parties:

    


    IUPAR

    Praça
Alfredo Egydio de Souza Aranha, 100

    CEP:
04344-902, São Paulo, SP

    Fax: 55
11 5029-1999

    Attn:
Alfredo Egydio Setubal<0}

    


    ITAÚ
UNIBANCO:

    Praça
Alfredo Egydio de Souza Aranha, n° 100, Torre Itaúsa,

    CEP:
04344-902, São Paulo, SP

    Fax: 55
11 5019-2933

    Attn:
Roberto Egydio Setubal

    


    ITAÚ:

    Praça
Alfredo Egydio de Souza Aranha, n° 100, Bloco Itaúsa, 10° andar

    CEP:
04344-902, São Paulo, SP

    Fax: 55
11 5029-1999

    Attn:
Chief Executive Officer<0}

    


    UNIBANCO:

    Av.
Eusébio Mattoso, 891 CEP: 05423-901, São Paulo, SP

    Fax: 55
11 5029-1999

    Attn:
Chief Executive Officer

    


    If to the
members of VILLELA FAMILY and SETUBAL FAMILY:

    The
addresses shown in Exhibits 1 and 2 to this Agreement shall be
used.

    


    8.11.1.                 Any
notifications sent pursuant to the provisions of this Section 8.11 shall be
deemed to have been delivered: at nine (9) o’clock in the morning of the
business day immediately subsequent to the date of sending, if sent by fax,
during or outside the business hours of the addressee; or (ii) at nine (9)
o’clock in the morning of the third business day after sending, if sent by
registered mail or courier.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    8.11.2.                 The
signatories of this Agreement may change their respective addresses for the
purposes of receiving notices, as set forth above, by sending a written notice
to the Parties and to ITAÚSA and MOREIRA SALLES FAMILY.

    


    8.12.                    Should
any member of VILLELA FAMILY or of SETUBAL FAMILY purchase, directly or
indirectly, shares issued by IUPAR or common shares issued by ITAÚ UNIBANCO,
then said member(s) shall begin to be deemed, for the purposes of this
Agreement, together with ITAÚSA, as a sole Party, and all rights and obligations
granted to ITAÚSA hereunder shall also begin to be granted to any such
member(s), and said acquisitions shall be notified to BACEN pursuant to the
applicable legislation and regulations.

    


    SECTION
NINE

    SETTLEMENT
OF CONTROVERSIES

    


    9.1.                      ITAÚSA
and MOREIRA SALLES FAMILY undertake to settle, in a harmonic manner, by means of
amicable negotiation, any controversy, dispute, divergence, litigation or demand
(“Dispute”) which may arise between the Parties in relation to this Agreement,
whether directly or indirectly, always taking into account the strict interest
of IUPAR and ITAÚ UNIBANCO, as well as the principles of mutual cooperation,
loyalty, good faith and faithfulness that shall govern the relationship among
the Parties.

    


    9.2.                      Once
a Dispute is characterized, by means of a Dispute notice (“Dispute Notice”) sent
by one Party to the other pursuant to Section 8.11 above, the Parties shall,
within sixty (60) days as of the receipt of said Dispute Notice, hold meetings
for the purpose of negotiating a consensual resolution designed to bring any
such Dispute to an end.

    


    9.3.                      If
no consensual resolution is reached by the time that the term set forth in
Section 9.2 elapses, then a mediation proceeding (“Mediation Proceeding”) shall
be started immediately, without the need of notice from one Party to the other.
Each of the Parties shall indicate, within thirty (30) days as of the beginning
of the Mediation Proceeding, an external consultant who is an expert in the
matter which is the subject-matter of the Dispute to aid in the attempt to reach
a consensual resolution. The external consultants appointed by the Parties may
request or contract the performance of internal or external analyses that they
may think fit in order to help them reaching the consensual resolution.
Likewise, they may hold as many meetings as may be needed, with or without
representatives of the Parties, in order to reach a consensual resolution for
the Dispute.

    


    9.4.                      Once
the term of one hundred and twenty (120) days has elapsed since the beginning of
the Mediation Proceeding, the external consultants shall mandatorily propose to
the Parties a solution for the Dispute by means of a notice sent pursuant to
Section 8.11. Then the Parties shall have fifteen (15) days to settle the
Dispute.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    9.4.1.                  
The term of one hundred and twenty (120) days set forth in Section 9.4 may be
extended for other sixty (60) days as mutually decided by the external
consultants appointed by the Parties, if they believe that the Parties may be
able to reach a consensual resolution for the Dispute within said extension
period, and such decision shall be notified to the Parties pursuant to Section
8.11 above.

    


    9.5.                      If
a consensual resolution cannot be reached by the time the term set forth in
Section 9.4 or 9.4.1 above, as the case may be, elapses, then the dispute shall
be finally settled by means of arbitration (“Arbitration”) as provided for by
Law No. 9307/1996, case in which either Party may request the implementation of
the arbitration proceeding.

    


    9.6.                      The
Arbitration shall be implemented and processed pursuant to the Rules of
Conciliation and Arbitration of the Brazil-Canada Chamber of Commerce
(“Chamber”) applicable at the time of the Arbitration.

    


    9.7.                      The
Arbitration Tribunal shall be comprised of three (3) arbitrators. ITAÚSA shall
be entitled to appoint an arbitrator and a deputy arbitrator, while MOREIRA
SALLES FAMILY shall choose an arbitrator and a deputy arbitrator, in compliance
with the terms set forth in the Chamber regulations. The arbitrators appointed
by ITAÚSA and by MOREIRA SALLES FAMILY shall jointly choose, within thirty (30)
days as of the appointment of the second arbitrator, a third arbitrator, who
shall act as the president of the Arbitration Tribunal. Should ITAÚSA or MOREIRA
SALLES FAMILY fail to appoint an arbitrator and/or a deputy arbitrator, then the
President of the Chamber shall be in charge of any such appointment. Likewise,
should the appointed arbitrators fail to reach an agreement in relation to the
appointment of the third arbitrator, the President of the Chamber shall do
so.

    


    9.7.1.                   The
costs and expenses arising out of the performance of the Arbitration shall be
shared in equal parts by the Parties, and each Party shall be liable for paying
the fees of their respective attorneys.

    


    9.8.                      The
Arbitration shall have its principal place of business in the City of São Paulo,
State of São Paulo.

    


    9.9.                      The
official language of the Arbitration shall be the Portuguese language, the
applicable law shall be the Brazilian law, and the arbitrators shall be barred
from deciding based on equity. The Arbitration shall be subject to strict
confidentiality by the Parties and the arbitrators.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    9.10.                    Once
the Arbitration Tribunal is implemented, it shall be incumbent upon it to settle
all issues arising out of or related to the subject-matter of the claim,
including those of an incidental, provisional or coercitive nature.

    


    9.11.                    Notwithstanding
the provisions above, each Party shall continue to be entitled to resort to the
Judiciary to petition for granting of a preliminary injunction or a provisional
remedy as required for the sole use by the Arbitration.

    


    9.11.1.                 Any
court orders granted pursuant to Section 9.11, before or after the beginning of
the Arbitration, shall not be deemed to be incompatible with the provisions of
Section Nine, nor shall they imply waiver of the arbitration
tribunal.

    


    9.11.2.                 For
the purposes of this Section 9.11, the parties elect the courts of the City of
São Paulo, State of São Paulo and waive any other courts, however privileged
they may be.

    


    9.12.                    In
addition to the authority vested thereupon by the rules of the Chamber, the
arbitration tribunal shall have the authority to request preliminary injunctions
or provisional remedies whenever it may think fit and fair.

    


    9.13.                    The
arbitration award shall be handed down in writing, including the grounds
therefor, and shall be finally binding upon the parties and enforceable pursuant
to its terms.

    


    IN
WITNESS WHEREOF, the parties execute this instrument in seven (7) identical
counterparts for a sole effect, together with the witnesses below.

    


    São
Paulo, January 27, 2009.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Parties:

    


    
      
        
          
            
              
                
                  	 
      	 
      	  
      
	
                          FERNANDO
      ROBERTO

                        	 
      	
                          WALTHER
      MOREIRA

                        
	
                          MOREIRA
      SALLES

                        	 
      	
                          SALLES
      JÚNIOR

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                          PEDRO
      MOREIRA SALLES

                        	 
      	
                          JOÃO
      MOREIRA SALLES

                        
	 
      	
                            

                        	 
      
	 
      	 
      	 
      
	
                          INVESTIMENTOS
      ITAÚ S.A.

                        	 
      	 
      


                

              

            

          

        

      

    

    


    Continuation
of the Signature Page of the Shareholders Agreement of IUPAR – Itaú Unibanco
Participações S.A. and Itaú Unibanco Banco Múltiplo S.A. dated January 27,
2009.

    


    Parties
and/or Intervening Consenting Parties:

    


    
      
        
          
            	 
      	 
      	 
      
	
                    ITAÚ
      UNIBANCO BANCO MÚLTIPLO S.A.

                  	 
      	
                    IUPAR
      – ITAÚ UNIBANCO PARTICIPAÇÕES 

                    S.A

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                    BANCO
      ITAÚ S.A.

                  	
                      

                  	 
      


          

        

      

    

    


    Intervening
Consenting Party:

    


    
      
        	
                 

              	 
      


      

    

    UNIBANCO
- UNIÃO DE BANCOS BRASILEIROS S.A.

    Witnesses:

    


    
      
        
          
            
              
                	
                        1. 

                      	 	 
      	
                        2. 

                      	 
	
                        Name:

                      	 
      	
                        Name:

                      
	
                        Taxpayer
      No. (CPF):

                      	 
      	
                        Taxpayer
      No. (CPF):

                      
	
                        ID
      Card (RG) No.:

                      	
                          

                      	
                        ID
      Card (RG)
No.:

                      


              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
1

    LIST OF
THE MEMBERS OF VILLELA FAMILY

    


    MARIA DE
LOURDES EGYDIO VILLELA, Brazilian, divorced, psychologist, holder of the
Identity Card (RG-SSP/SP) No. 2.497.608-8 and enrolled with the Individual
Taxpayers Register (CPF) under No. 007.446.978-91, domiciled in the City of São
Paulo, State of São Paulo, at Praça Alfredo Egydio de Souza Aranha, No. 100,
Itaúsa Tower, Terrace Floor.

    


    ALFREDO
EGYDIO ARRUDA VILLELA FILHO, Brazilian, married, engineer, holder of the
Identity Card (RG-SSP/SP) No. 11.759.083-6 and enrolled with the CPF under No.
066.530.838-88, domiciled in the City of São Paulo, State of São Paulo, at Rua
Sansão Alves dos Santos No. 102 – 5th floor.

    


    ANA LÚCIA
DE MATTOS BARRETTO VILLELA, Brazilian, married, educationalist, holder of the
Identity Card (RG-SSP/SP) No. 13.861.521 and enrolled with the CPF under No.
066.530.828-06, domiciled in the City of São Paulo, State of São Paulo, at Rua
Sansão Alves dos Santos No. 102 – 4th floor.

    


    RICARDO
VILLELA MARINO, Brazilian, married, engineer, holder of the Identity Card
(RG-SSP/SP) No. 15.111.115-7 and enrolled with the CPF under No. 252.398.288-90,
domiciled in the City of São Paulo, State of São Paulo, at Praça Alfredo Egydio
de Souza Aranha No. 100, Alfredo Egydio Tower, 12th floor.

    


    RODOLFO
VILLELA MARINO, Brazilian, married, business administrator, holder of the
Identity Card (RG-SSP/SP) No. 15.111.116-9 and enrolled with the CPF under No.
271.943.018-81, domiciled in the City of São Paulo, State of São Paulo, at Praça
Alfredo Egydio de Souza Aranha No. 100, Itaúsa Tower, Terrace
Floor.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
2

    LIST OF
THE MEMBERS OF SETUBAL FAMILY

    


    PAULO
SETUBAL NETO, Brazilian, married, engineer, holder of the Identity Card
(RG-SSP/SP) No. 4.112.751-1 and enrolled with the CPF under No. 638.097.888-72,
domiciled in the City of São Paulo, State of São Paulo, at Avenida Paulista No.
1938 – 5th floor.

    


    MARIA
ALICE SETUBAL, Brazilian, divorced, sociologist, holder of the Identity Card
(RG-SSP/SP) No. 4.565.033-0 and enrolled with the CPF under No. 570.405.408-00,
domiciled in the City of São Paulo, State of São Paulo, at Rua Dante Carraro No.
68.

    


    OLAVO
EGYDIO SETUBAL JÚNIOR, Brazilian, married, business administrator, holder of the
Identity Card (RG-SSP/SP) No. 4.523.271 and enrolled with the CPF under No.
006.447.048-29, domiciled in the City of São Paulo, State of São Paulo, at Praça
Alfredo Egydio de Souza Aranha No. 100 - Itauseg Tower – 12th
floor.

    


    ROBERTO
EGYDIO SETUBAL, Brazilian, married, engineer, holder of the Identity Card
(RG-SSP/SP) No. 4.548.549 and enrolled with the CPF under No. 007.738.228-52,
domiciled in the City of São Paulo, State of São Paulo, at Praça Alfredo Egydio
de Souza Aranha No. 100 – Itaúsa Tower – 10th floor .

    


    JOSÉ LUIZ
EGYDIO SETUBAL, Brazilian, married, physician, holder of the Identity Card
(RG-SSP/SP) No. 4.576.680 and enrolled with the CPF under No. 011.785.508-18,
domiciled in the City of São Paulo, State of São Paulo, at Rua Mato Grosso No.
306 – suite 209.

    


    ALFREDO
EGYDIO SETUBAL, Brazilian, married, business administrator, holder of the
Identity Card (RG-SSP/SP) No. 6.045.777-6 and enrolled with the CPF under No.
014.414.218-07, domiciled in the City of São Paulo, State of São Paulo, at Praça
Alfredo Egydio de Souza Aranha No. 100 – Eudoro Villela Tower – 13th
floor.

    


    RICARDO
EGYDIO SETUBAL, Brazilian, married, attorney, holder of the Identity Card
(RG-SSP/SP) No. 10.359.999 and enrolled with the CPF under No. 033.033.518-99,
domiciled in the City of São Paulo, State of São Paulo, at Avenida Paulista No.
1938 – 5th floor.

    


    ESTATE OF
OLAVO EGYDIO SETUBAL, Brazilian, married, engineer, domiciled in the City of São
Paulo, State of São Paulo, holder of the Identity Card (RG-SSP/SP) No. 505.516
and enrolled with the CPF under No. 007.773.588-91, domiciled in the City of São
Paulo, State of São Paulo, at Avenida Higienópolis No. 403, 1st floor, dead on
August 27, 2008, herein represented by his provisional administrator, ALFREDO
EGYDIO SETUBAL, Brazilian, married, business administrator, domiciled in the
City of São Paulo, State of São Paulo, at Praça Alfredo Egydio de Souza Aranha
No. 100 – Eudoro Villela Tower – 13th floor, holder of the Identity Card
(RG-SSP/SP) No. 6.045.777-6 and enrolled with the CPF under No.
014.414.218-07.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
3

    


    FORM OF
ADHESION INSTRUMENT TO THE SHAREHOLDERS AGREEMENT OF IUPAR - ITAÚ UNIBANCO
PARTICIPAÇÕES S.AAND ITAÚ UNIBANCO BANCO MÚLTIPLO S.A.- INDIVIDUALS

    


    Adhesion
Instrument, ...............................By this Adhesion Instrument,
................................ (“Adherer”)

    


    WHEREAS,
on the date hereof, ITAÚSA - INVESTIMENTOS ITAÚ S.A. (“ITAÚSA”), on the one
part, and Messrs. Fernando Roberto Moreira Salles, Walther Moreira Salles
Júnior, Pedro Moreira Salles and João Moreira Salles (hereinafter jointly
referred to as “MOREIRA SALLES FAMILY”) on the other part, entered into the
Shareholders Agreement of IUPAR - Itaú Unibanco Participações S.A. and Itaú
Unibanco Banco Múltiplo S.A. (“Agreement”), which shall be filed at the
principal places of business of IUPAR, ITAÚ UNIBANCO, ITAÚ and
UNIBANCO;

    


    WHEREAS
the Agreement governs the manner in which SETUBAL FAMILY and VILLELA FAMILY, by
means of ITAÚSA, on the one part, and MOREIRA SALLES FAMILY, whether directly or
by means of a holding company to be especially organized, on the other part,
shall exercise, fully and jointly, the rights of partners ensuring them, on a
definite basis, the control of IUPAR, ITAÚ UNIBANCO, ITAÚ, UNIBANCO and the
other companies controlled thereby; and

    


    WHEREAS
the Agreement sets forth that the members of VILLELA FAMILY and SETUBAL FAMILY
adhere to the provisions agreed upon therein by means of their signature on the
Adhesion Instrument,

    


    NOW,
THEREFORE, by entering into this Adhesion Instrument and on the best terms of
the law, the Adherer expressly decides to adhere and to become an integrant part
to this Agreement, of which the Adherer receives a copy, and represents to be
aware and to agree with all terms therein, including but not limited to the
rights and obligations related to ITAÚSA, undertaking all rights and obligations
arising out of it as applicable and causing ITAÚSA to comply with the Agreement.
The Adherer represents that the Agreement, the By-laws and the Partnership
Agreement express the total understandings between the Parties, VILLELA FAMILY
and SETUBAL FAMILY regarding their relationship as controlling shareholders of
IUPAR, ITAÚ UNIBANCO, ITAÚ, UNIBANCO and the other companies controlled thereby,
which prevail over any other prior covenants, promises, undertakings,
agreements, communications, representations or guarantees, whether oral or
written, provided or presumed by any of the Parties, by VILLELA FAMILY and by
SETUBAL FAMILY, including in relation to the Original Shareholders Agreement
dated November 27, 2008, which was expressly revoked by the execution of the
Agreement, as well as in relation to any other oral or written covenants,
promises, undertakings, agreements made among the Parties and not submitted to
BACEN for analysis. The Adherer hereby acknowledges, represents and guarantees
to be an indirect controlling shareholder of IUPAR, ITAÚ UNIBANCO, ITAÚ,
UNIBANCO and the other companies controlled thereby and, in such capacity, to be
jointly liable for the compliance with the obligations undertaken by ITAÚSA in
the Agreement, and that the Adherer shall be jointly liable, together with the
aforementioned companies and their respective managers and other controlling
shareholders, in the cases and as provided for by the legislation that governs
the Brazilian financial system. Capitalized or all capitalized terms used in
this Instrument shall have the meaning ascribed thereto in the Agreement, unless
as otherwise expressly provided for hereunder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, this Adhesion Instrument becomes an integrant part of the
aforementioned Agreement and shall be filed at the principal places of business
of IUPAR, ITAÚ UNIBANCO, ITAÚ and UNIBANCO, for the purposes and effects of
article 118 of Law No. 6404/1976.

    


    São
Paulo, January 27, 2009.

    


    
      
        	
                 

              	 
      


      

    

    ADHERER

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
4

    


    FORM OF
ADHESION INSTRUMENT TO THE SHAREHOLDERS AGREEMENT OF IUPAR - ITAÚ UNIBANCO
PARTICIPAÇÕES S.A AND ITAÚ UNIBANCO BANCO MÚLTIPLO S.A.– ESTATE

    


    Adhesion
Instrument, ...............................By this Adhesion Instrument,
................................(“Adherer”);

    


    WHEREAS, on the date hereof, ITAÚSA -
INVESTIMENTOS ITAÚ S.A. (“ITAÚSA”), on the one part, and Messrs. Fernando
Roberto Moreira Salles, Walther Moreira Salles Júnior, Pedro Moreira Salles and
João Moreira Salles (hereinafter jointly referred to as “MOREIRA SALLES FAMILY”)
on the other part, entered into the Shareholders Agreement of IUPAR - Itaú
Unibanco Participações S.A. and Itaú Unibanco Banco Múltiplo S.A. (“Agreement”),
which shall be filed at the principal places of business of IUPAR, ITAÚ
UNIBANCO, ITAÚ and UNIBANCO;

    


    WHEREAS
the Agreement governs the manner in which SETUBAL FAMILY and VILLELA FAMILY, by
means of ITAÚSA, on the one part, and MOREIRA SALLES FAMILY, whether directly or
by means of a holding company to be especially organized, on the other part,
shall exercise, fully and jointly, the rights of partners ensuring them, on a
definite basis, the control of IUPAR, ITAÚ UNIBANCO, ITAÚ, UNIBANCO and the
other companies controlled thereby; and

    


    WHEREAS
the Agreement sets forth that the members of VILLELA FAMILY and SETUBAL FAMILY
adhere to the provisions agreed upon therein by means of their signature on the
Adhesion Instrument,

    


    NOW,
THEREFORE, by entering into this Adhesion Instrument and on the best terms of
the law, the Adherer expressly decides to adhere and to become an integrant part
to this Agreement in the capacity of Intervening Consenting Party, of which the
Adherer receives a copy, and represents to be aware and to agree with all terms
therein, including but not limited to the rights and obligations related to
ITAÚSA, undertaking all rights and obligations arising out of it as applicable
and causing ITAÚSA to comply with the Agreement.

    


    The
Adherer represents that the Agreement, the By-laws and the Partnership Agreement
express the total understandings between the Parties, VILLELA FAMILY and SETUBAL
FAMILY regarding their relationship as controlling shareholders of IUPAR, ITAÚ
UNIBANCO, ITAÚ, UNIBANCO and the other companies controlled thereby, which
prevail over any other prior covenants, promises, undertakings, agreements,
communications, representations or guarantees, whether oral or written, provided
or presumed by any of the Parties, by VILLELA FAMILY and by SETUBAL FAMILY,
including in relation to the Original Shareholders Agreement dated November 27,
2008, which was expressly revoked by the execution of the Agreement, as well as
in relation to any other oral or written covenants, promises, undertakings,
agreements made among the Parties and not submitted to BACEN for
analysis


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    The
Adherer hereby acknowledges, represents and guarantees to be an indirect
controlling shareholder of IUPAR, ITAÚ UNIBANCO, ITAÚ, UNIBANCO and the other
companies controlled thereby and, in such capacity, to be jointly liable for the
compliance with the obligations undertaken by ITAÚSA in the Agreement, and that
the Adherer shall be jointly liable, together with the aforementioned companies
and their respective managers and other controlling shareholders, in the cases
and as provided for by the legislation that governs the Brazilian financial
system. Capitalized or all capitalized terms used in this Instrument shall have
the meaning ascribed thereto in the Agreement, unless as otherwise expressly
provided for hereunder.

    


    IN
WITNESS WHEREOF, this Adhesion Instrument becomes an integrant part of the
aforementioned Agreement and shall be filed at the principal places of business
of IUPAR, ITAÚ UNIBANCO, ITAÚ and UNIBANCO, for the purposes and effects of
article 118 of Law No. 6404/1976.

    


    São
Paulo, January 27, 2009

    


    
      
        	
                 

              	 
      


      

    

    ADHERER