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Itau Unibanco and Porto Seguro Announce Signing of Operational Agreement

August 24, 2009

SAO PAULO, Aug. 24 /PRNewswire-FirstCall/ — Itau Unibanco Holding S.A.
(“Itau Unibanco”) and Porto Seguro S.A. (“Porto Seguro”) disclose to the
market that on August 23, 2009, they entered into an alliance aimed at the
unification of residence and automobile insurance operations, in addition to
an Operational Agreement for the exclusive offer and distribution of homeowner
and auto insurance products to clients of Itau Unibanco’s branch network in
Brazil and Uruguay (“Alliance”).

The Alliance will be implemented through a corporate restructuring, as
follows:

1. Itau Unibanco shall transfer all the assets and liabilities related to
its current portfolio of homeowner and auto insurance to a company that will
be named Itau Unibanco Seguros de Automovel e Residencia S.A. This company,
with stockholders’ equity amounting to R$ 950 million, will be transferred to
Porto Seguro.

2. In its turn, Porto Seguro shall issue shares representing 30% (thirty
percent) of its new capital stock; these shares will be delivered to Itau
Unibanco.

3. The controlling stockholders of Porto Seguro and Itau Unibanco will
establish a new company, named Porto Seguro Itau Unibanco Participacoes S.A.
(“PSIUPAR”), which shall retain all the shares issued by Porto Seguro owned by
them.

The current controlling stockholders of Porto Seguro shall remain as
controlling stockholders of PSIUPAR that, in turn, shall be the parent company
of Porto Seguro.

To view the PSIUPAR and Porto Seguro ownership structure after the
completion of the restructuring, please visit:
http://www.prnewswire.com.br/arq/graphics_ownership_structure.jpg

To view the combined operations as of June 30, 2009, please visit
http://www.prnewswire.com.br/arq/graphics_combined_operations.jpg

Itau Unibanco shall be entitled to nominate two of the five members of the
Board of Directors of PSIUPAR. In addition, Itau Unibanco shall nominate two
of the five members of the Porto Seguro Board of Directors.

Itau Unibanco Seguros de Automovel e Residencia S.A. shall be managed by
Porto Seguro, which is going to utilize the trademarks Porto Seguro, Itau
Unibanco and Azul to offer different products and services in sales channels.

Itau Unibanco and Porto Seguro strongly believe that by means of this
transaction they will provide the most complete product and services portfolio
in the Brazilian and Uruguayan markets to millions of clients and especially
to their wide Insurance Brokers network.

The senior management and employees of Itau Unibanco who work in the auto
and homeowner insurance businesses will be allocated to Itau Unibanco Seguros
de Automovel e Residencia S.A..

Porto Seguro, a company that shall remain listed on the New Market of
BM&FBovespa, is one of the main insurance groups of Brazil, offering a wide
range of insurance and private pension products and services (auto, group
health, property, transportation, life and private pension), as well as
services of consortium and property security. It is the leader in auto
insurance and ranked third in group health insurance, its two main lines of
products.

Itau Unibanco is one of the 15 largest financial institutions in the world
in terms of market value (R$ 128 billion), with an outstanding performance in
Brazil and abroad, having a network of 4,917 distribution points (branches and
CSB-Customer Site Branches) as of June 30, 2009.

This alliance is not expected to produce any significant effect on this
year financial results.

The completion of the partnership between Itau Unibanco and Porto Seguro
depends on the approval of stockholders, SUSEP – Superintendencia de Seguros
Privados and SBDC – Sistema Brasileiro de Defesa de Concorrencia.

With this alliance, Itau Unibanco and Porto Seguro reaffirm their belief
in the future of Brazil at a moment of significant challenges in the economic
environment, and financial, insurance and private pension markets.


    Alfredo Setubal                 Jose Tadeu Mota

Investor Relations Officer Investor Relations Officer

SOURCE Itau Unibanco Holding S.A


Source: newswire



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