Itau Unibanco and Porto Seguro Announce Signing of Operational Agreement

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

Geraldo Soares, Itau Unibanco Holding, +55-11-5019-1549,
relacoes.investidores@itau.com.br

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