PROTOCOL AND JUSTIFICATION OF TAKEOVER OF BANCO NOSSA CAIXA S.A. BY BANCO DO BRASIL S.A.

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1 The parties below hereby, BANCO DO BRASIL S.A., a legally established, publicly traded mixed capital entity established in compliance with Brazilian corporation law with principal place of business at Setor Bancário Sul, Quadra 01, bloco G, lote 32, Ed. Sede III, CEP , Brasília DF, registered under Brazilian corporate taxpayers number, CNPJ/MF / , hereinafter referred to simply as BB, herein represented by its President, Mr. Aldemir Bendine, Brazilian, married, resident and domiciled in Brasília, Federal District, bearer off Brazilian Identification Card, number , SSP/SP and registered under Brazilian individual taxpayers number, CPF ; BANCO NOSSA CAIXA S.A., a legally established, publicly traded mixed capital entity, established in compliance with Brazilian corporation law and principal place of business at Rua XV de Novembro, 111, 10 floor, CEP , São Paulo SP, registered under Brazilian corporate taxpayers number CNPJ/MF / , hereinafter referred to simply as BNC and represented by its President, Mr. Demian Fiocca, Brazilian, married, resident and domiciled in Rio de Janeiro RJ, bearer of Brazilian Identification number , SSP/SP and registered under Brazilian individual taxpayers number, CPF ; The BB and the BNC banks jointly shall be referred to hereinafter as the PARTIES ; WHEREAS: I - BB acquired shareholding control of BNC according to the manner, type and time agreed upon in the Share Purchase and Sale Agreement and other provisions - Agreement - signed on December 19, 2008 by BB with the state of São Paulo, with the acquiescence of the BNC, with the objective of regulating the disposal of majority shareholding interest of BNC

2 to the BB, based upon the assignment to the BB of 76,262,912 (seventy six million, two hundred and sixty two thousand, nine hundred and twelve) common shares, reflecting % (approximately seventy one and 25 hundredths percent) of the share capital of BNC, for the payment of the total amount of R$5,386,496, (Five billion, three hundred and eighty six million, four hundred and ninety six thousand, four hundred and twenty five reais and twenty one cents), equal to R$70.63 (seventy reais and sixty three cents ) per share. II - The transaction was implemented on the basis of a) Enactment of State Law number on December 18, 2008, which, among other provisions, authorized the state of São Paulo to dispose of majority shareholding interest of BNC to BB; b) Approval of the majority shareholding interest of BNC by BB, by the shareholders of BB, at the Annual General Meeting AGE, held on December 23, 2008; c) Approval by the Brazilian Central Bank (Banco Central do Brasil BACEN ) of the assignment of the majority shareholding interest in BNC to the BB, as published in the Official Letter Deorf/Gabin- 2009/01421, on March 10, 2009; d) Payment made by the BB to the state of São Paulo, on March 16, 2009, of the first of 18 equal, successive monthly installments in the amount R$ 299,249, (two hundred and ninety nine million, two hundred and forty nine thousand, eight hundred and one reais and forty cents) duly price level restated according to the SELIC rate beginning November 20, 2008 until the effective date of each installment. On March 16, 2009, the state of São Paulo, assigned to BB the common shares mentioned in item I above; e) The Public Offer of the Stock Acquisition IPO held on September 4, 2009, the objective of which is as much as all shares issued by BNC, based on that provided in article 254-A, of Law 6.404, issued December 15, 1976 or the LSA the Brazilian Corporation Law and in compliance with the regulations established by the CVM Brazilian Securities and Exchange Commission and the BM&FBOVESPA New Market Listing Regulations. 2

3 f) Compliance with other terms settled upon in the Agreement, especially the obligation to hold an Annual General Meeting AGE to approve the process of the takeover of the company, BNC, within a term of no more than (i) 12 months, pursuant to the assignment of the shares, or (ii) 90 days pursuant to approval by BACEN of the acquisition of majority interest, whichever occurs last. III - IV - The BB, owed to the company takeover, shall then become the successor to universal title of all assets and liabilities of BNC; approval of the company takeover operation in accordance with the terms of the applicable Law, render BNC operations extinct for all legal purposes and the minority shareholders of BN shall have their shares replaces by BB shares on the basis of the replacement relation established in this instrument and in the proportion of their company interest and the rights of any dissident shareholders of BNC to exercise their rights to withdraw shall be respected. WHEREAS the PARTIES have resolved to execute this Takeover Justification and Protocol, Protocol, based especially on that set forth in articles 224, 225, 227 and 264, all of the LSA and on CVM Instruction 319, of December 3, 1999 CVM Instruction 319, the terms and conditions of which regulate this takeover proposal, to be submitted to the shareholders of the PARTIES, as per the following provisions: 1. JUSTIFICATION 1.1 BNC is interested in the takeover because of the possibility it offers to its shareholders, customers, partners and related publics to engage in a number of positive aspects, such as for example: a) Expansion of range of product and services to its customers and related publics, since the BB operates especially on the international arena as well as a financial conglomerate with international reach; b) It enables its customers and related publics to access one of the largest banking service networks in the country; 3

4 c) It contributes toward the continuity of the public interest actions, using those mechanisms available to state financial institutions to encourage economic and social development of the state of São Paulo and simplifies access by the population to banking services and products. 1.2 BB is interested in the takeover of BNC because of the following aspects: a) It consolidates growth of the BB on a new level, as an alternative to the organic growth model, to help strengthen its competitive positioning; b) It expands BB s positioning in relation to the government sector on the basis of its attaining the status of financial agent for the state of São Paulo, according to the agreement terms; c) It enables it to take advantage of growth and economic value opportunities based on: I. Expansion and profitability from the customer base arising from the use of BB s use of its business model and product portfolio; II. Improved cost effectiveness and gains of scale owed to the use of the BB operations model. d) It strengthens the presence of the BB in the state of São Paulo, leveraging its position and enabling it to benefit from the positive prospects of continued expansion of the economy; e) It contributes toward the preservation and expansion of public action stimulation policies; f) It contributes toward continuity of the public duties performed by BNC, retaining the status as financial agent for the state having the greatest operations and financial capacity in the country. 2. NECESSARRY APPROVALS 2.1 The execution of this Protocol arises from the intention of the PARTIES hereto to endorse the takeover of BNC into BB, based on the reasons and terms stipulated in the Agreement. 4

5 2.2 On this date, the Boards of Directors of the PARTIES have met to approve the execution of this Protocol and attachments hereto, namely, the evaluation reports, which drafts have already been presented to you for subsequent submission to the General Shareholders Meetings, according to the proposed takeover presented by the Board of Directors of the BB and by the BNC Executive Board. Those in attendance at these meetings decided to call for a shareholders meeting of the PARTIES to enable them to appreciate the takeover proposal according to the precepts of the Brazilian Corporation Law LSA and their respective articles of incorporation. 2.3 Also on this date, the Audit Committees of the PARTIES gave their opinion as to the proposed takeover presented by the respective Boards of Directors according to the terms of item III of article 163 of the LSA. 2.4 This takeover shall, according to the terms and conditions in prevailing legislation, be filed at the BACEN for approval as well as at the Economic Defense Board of Directors - CADE, in the administrative process records in which the referenced agency has filed the petition to acquire the majority shareholding interest of BNC by BB. The takeover shall also be communicated to the CVM. 3. SHAREHOLDER S BREAKDOWN 3.1 BB a limited liability publicly traded company incorporated as a multiple service bank, has fully paid in and subscribed share capital totaling R$18,548,610, (eighteen billion, five hundred and forty eight million, six hundred and ten thousand and nine hundred and forty four reais and eighty nine cents), divided into 2,568,186,485 (two billion, five hundred and sixty eight million, one hundred and eighty six thousand, four hundred and eight five ) common nominal shares, recorded as book entry shares having no face value. 3.2 BNC, a limited liability publicly traded company incorporated as a multiple service bank, has fully paid in and subscribed share capital totaling R$2,833,135, (two billion, eight hundred and thirty three million, one hundred and thirty five thousand, seven hundred and seventy seven reais and sixty four cents), divided into (one hundred and seven million, thirty five thousand and seven hundred and thirty seven) nominal common shares, recorded as book entry shares having no face value. 5

6 3.3 The shareholding breakdown of BNC, after the conclusion of the IPO was as shown below: SHAREHOLDING BASE Description Number % Total BNC shares held by the BB ,32 Total BNC shares not traded in the IPO ,68 Total BNC shares Total remaining BNC shareholders (after IPO)* 987 (*) position on October 9, SHAREHOLDERS EQUITY AND ASSET ASSIGNMENT VALUATION Evaluating Companies 4.1 The company, PricewaterhouseCoopers Corporate Finance & Recovery Ltda., registered under Brazilian taxpayers number CNPJ/MF / , with principal place of business at Avenida Francisco Matarazzo 1.400, 1st floor, odd numbered side (part), Torre Torino, district of Água Branca, São Paulo - SP was responsible for the BB valuation report based on the stock quotations on the securities market and the economic value calculated according to the discounted cash flow method, issued in October 2009, for which Mr. Antônio Toro was the responsible technician, as a result of the Tender to Bid number 2007/34963(8558). 4.2 Banco Fator S.A., registered under Brazilian corporate taxpayers number CNPJ/MF / , with principal place of business at Dr. Renato Paes de Barros, 1.017, 11th and 12th floors, Itaim Bibi district, São Paulo - SP, hired on the basis of electronic bidding process in response to the Tender to Bid number 0071/09, was responsible for the BNC valuation report calculated according to discounted cash flow method, issued in October 2009, for which Mr. João Mazzuco was responsible. 4.3 The company, KPMG Auditores Independentes, registered under Brazilian corporate taxpayers number CNPJ/MF / , with principal place of business at Rua Dr. Renato Paes de Barros, 33, 17 th floor, Itaim Bibi district, 6

7 São Paulo SP, responsible for the external audit of BNC, prepared the asset book valuation report of BNC, issued in September 2009, for which Mr. Francesco Luigi Celso was the technician responsible for the purposes of the asset assignment from BNC to BB. 4.4 The abovementioned, specialized companies had to have their appointments ratified by the general shareholders meetings of the PARTIES which hired them in relation to the decisions regarding the proposed takeover. 4.5 The appointed specialized companies, according to the terms of the above items, declared in their reports that there were no conflicts of interest or current or future interests in common with the shareholders of the companies valued and the business per se. 4.6 The valuation reports comprise documents that are integral to and inseparable from this Protocol and shall be kept on file at the headquarters of the PARTIES and available to the shareholders. Valuation Criteria BB valuation based on the stock exchange quotations of BB and BNC shares at the economic value calculated according to the discounted cash flow methodology article 224 of the LSA. 4.7 To comply with that provided in article 224, of the LSA, BB was valued at the quotation of its shares on the securities market (last 30 days immediately prior to October 15, 2009) and BNC was valued according to the economic value criteria calculated according to discounted cash flow methodology. The Management of the PARTIES regards the valuation criteria as fair and equitable for the valuation used in relation to the substitution of the shares. Valuation at the economic and financial value calculated according to the cash flow methodology BB and BNC article 264 of the LSA 4.8 Since this deals with the takeover of a subsidiary by its parent company, article 264 of the LSA determines that the preparation of the valuation of the companies involved be at market prices or based on other criteria acceptable to the CVM. Adoption of the valuation criteria of that dealt with in the referenced legal provision is to serve as an alternative parameter for the reimbursement value in relation to the substitution of shares chosen freely by those companies involved based on article 224 of the LSA, when it is less advantageous to the dissident minority shareholders of the merged company. 7

8 4.9 The PARTIES were valued according to the discounted cash flow criteria, as per that permitted by the CVM in the decision announced by means of the Official Letter CVM/SEP/GEA-3/584/09, dated September 18, Asset valuation according to the book value of BNC for the purpose of calculating the asset value of the shares article and article 45, both found in the LSA 4.10 A valuation report was prepared of the book entry assets for BNC for the purpose of serving as a basis for the calculation of the asset value of its shares for the effect of determining the amount of reimbursement to its dissident minority shareholders. Preparation of the BNC trial balance sheet for the purpose of asset assignment in compliance with BACEN Circular Letter 3.017, dated December 6, A trial balance sheet was prepared for BNC for the purpose of the asset assignment BACEN Circular Letter 3.017/2000, which amends and consolidates takeover processes as well as takeovers and acquisitions. Preparation of the specific BNC balance sheet and that of the BB for the purpose of complying with corporate income tax legislation as well as the social contribution tax on net profits Law 9.249, article 21 of December 26, 1995, Law 9.430, article 1, 1, of December 27, 1996 and Law 9.959, article 5 of January 27, The BNC and BB, owed to the corporate takeover, shall prepare a specific balance sheet for the purpose of determining the calculation base for computing the value of the income tax and the social contribution tax on net profits. Valuation Base Dates 4.13 For the purpose of establishing the relation of the share substitution article 224 of the LSA of BNC for new shares of BB, according to item 4.7, wherein the BB was valued according to the quotation of its shares on the securities markets in the 30 days immediately prior to October 15, 2009 and the BNC was valued at the economic value calculated according to the discounted cash flow methodology, having a base date of June 30, To calculate the alternative for the reimbursement value article 264, according to item 4.9; the assignment of BNC assets to BB, article 224, item III 8

9 and 1 of article 227, BACEN Circular Letter 3.017/2000, item 4.11; and the calculation of the equity value of the BNC shares article 264, 3 as an alternative to the reimbursement value according to item 4.10, the base date chosen was June 30, For the purpose of complying with the corporate income tax legislation as well as the social contribution tax on net profits, according to that provided in article 21 of Law 9.249, December 26, 1995, and article 5 of Law 9.959, of January 27, 2000 and article 1, 1, of Law 9.430, of December 27, 1996, the BNC and BB shall prepare specific balance sheets on the event of the date November 30, Asset Assignment and Fluctuations 4.16 Upon the event of the takeover, the entire BCN asset collection shall be fully assigned to the BB The asset fluctuations identified between the base date of the BNC book value asset report - June 30, 2009 and the date of the Annual General Meeting which will discuss the takeover to be held on November 30, 2009 shall be the responsibility of the BB shall not affect the relation of the substitution of the shares referred to in this Protocol and shall not imply in an increase in share capital of the BB. 5. RELATION OF THE SUBSTITUTION OF BNC SHARES FOR BB SHARES. FOR THE PURPOSE OF THAT PROVIDED INTO ARTICLE 224, OF THE LSA AND EXTINCTION OF THE BNC SHARES FOR THE PURPOSE OF THAT PROVIDED IN ARTICLE 224, ITEM IV AND 1 OF ARTICLE 226 OF THE LSA. 5.1 In substitution of minority BNC shareholders shares which will be voided as a result of the takeover, the Common Nominative shares reflecting the BNC share capital shall be substituted by Common Nominative Shares issued by BB which shall be entitled to the same rights and advantages assigned to the BB Common Nominative shares in circulation. 5.2 The relation of the shares substitution mentioned in item 5.1 above and calculated on the market values of BB R$ billion (seventy seven billion, eight hundred and sixty two million and Five hundred reais) equal to R$

10 (approximately thirty reais and thirty one cents) per share and the economic value of BNC of R$ billion (seven billion, four hundred and thirty million reais) equal to R$ (sixty nine reais and nine cents (per share, which values are listed in the valuation reports for BB and BNC and the following: - 1 (one) Common Nominal share issued by BNC for (approximately two and 29 hundredths) Common Shares issued by BB. 5.3 Upon the takeover of the BNC shares to the property of the BB, in the amount cited in item 3.3 above, they shall become extinct as per that provided in the terms of the initial part of 1, article 226, of the LSA and in compliance with that provided in item IV of article 224 of the same Law. 6. VERIFICATION OF THE SHARE SUBSTITUTION RELATION COMPARATIVE CALCULATION FOR THE EVENTUAL EXERCISE OF THE RIGHT TO WITHDRAW ON THE PART OF BNC MINORITY SHAREHOLDERS IN COMPLIANCE WITH THAT PROVIDED IN ARTICLE 264, OF THE LSA 6.1 Since this deals with the takeover of a subsidiary by its parent company (BB retains 99.32% of all BNC shares), to which article 264 of the LSA is applicable, the PARTIES were valued as mentioned in item 49 above, according to the economic value criteria, calculated using the discounted cash flow methodology, as per that authorized by the CVM and published in the Official Letter CVM/SEP/GEA-3/ 584/09, on September 18, Based on the economic value of BB, equal to $ billion (ninety nine billion, nine hundred and three million and five hundred thousand reais equal to R$ (approximately thirty eight reais and ninety cents) per share and the economic value of do BNC, equal to R$ billion (seven billion and four hundred and thirty million reais) equal to R$ (sixty nine reais and thirty nine cents) per share, both calculated according to the discounted cash flow method, on the same base date, listed in the valuation reports of BB and BNC, have the following theoretic relation of the share substitution of BNC shares for BB shares: - 1 (one) Common Nominal share issued by BNC for (approximately one and eight tenths) Common Nominal share issued by BB. 10

11 7. REIMBURSEMENT VALUE 7.1 Approval of the BNC takeover into BB invokes the possibility of BNC minority shareholders exercising their right to withdraw. In view of the share substitution relation, according to item 5.2, resulting in more favorable conditions than the theoretic share substitution relation, as shown in item 6.2, the dissident BNC minority shareholders may only exercise the right to withdraw at the shareholders equity value of the BNC shares as on June 30, 2009, equal to R$ 25.42, according to that explained in 3 of article 264, and item II of article 137, of the LSA. 7.2 To exercise the withdrawal right, according to that provided in article 137, II, of the LSA, the dissident shareholders of BNC should expressly state this intention in writing within a term of 30 (thirty) days ensuing from the date of publication of the General Shareholders meeting of the BB in which this Protocol has been approved. According to that provided in article 230 of the LSA reimbursement payment shall depend on approval from BACEN. 7.3 The BNC dissident shareholders right to withdraw is limited to those shares to which such shareholders own as on October 28, 2009, i.e., recorded in the BNC records as of the referenced date and cannot be exercised in relation to those shares acquired after October 28, 2009, as provided for in article 137, 1 of the LSA. 8. BB SHARE ISSUE 8.1 In view of the share substitution relation as stated in item 5.2 above and given that BNC shares property of BB shall be void, according to item 5.3 above, 1,674,027 (one million, six hundred and seventy four thousand and twenty seven) Common Nominal BB shares shall be issued, to be assigned exclusively to the BNC minority shareholders in substitution of the Common Nominal shares which they own. As a result, the referenced Common Nominal shares belonging to the BNC minority shareholders, once they have been substituted by BB Common Nominal shares, shall be void. 8.2 The BNC minority shareholders shall receive from BB in legal tender of the country the amount corresponding to any fractions of shares of BB issue which 11

12 cannot be assigned in whole owed to the substitution relation, as mentioned in item 5.2 above, after disposal of the referenced fractions on the stock Exchange dividing the product of the sale in the proportion of their company interest. 9. AUMENTO DE CAPITAL DO BB 9.1 Considering the BNC shareholding breakdown after the IPO was held, item 3.3, and approval of the takeover of the company BNC, the BB share capital in the amount of R$18,548,610, (eighteen billion, five hundred and forty eight million, six hundred and ten thousand, nine hundred and forty four reais and eighty nine cents) shall be increased to R$18,566,919, (eighteen billion, five hundred and sixty six million, nine hundred and nineteen thousand, four hundred and forty six reais and twenty two cents). 9.2 The referenced capital increase in the amount of R$18,308, (eighteen million, three hundred and eight thousand, Five hundred and one reais and thirty three cents) derived from the version of % of shareholders equity valued at book value on the June 30, 2009 base date. The capital increase shall imply in the issue of 1,674,027 (one million, six hundred and seventy four thousand and twenty seven) Common Nominal shares by BB including those rights and benefits listed in its articles of incorporation. 9.3 The BNC shares, property of BB in the number and percentage presented in item 3.3 shall be null as provided for in 1, of article 226, of the LSA. Therefore, in relation to the referenced presentation of shares, there will be no BB capital increase owed to the takeover. 10. BB AMENDMENT TO THE ARTICLES OF INCORPORATION 10.1 The BB articles of incorporation shall be amended to reflect the capital increase as well as the number of shares that shall be split owed to the takeover of BNC and article 7 thereof shall be amended to read as follows: Article 7- The Share Capital is R$18,566,919, (eighteen billion, five hundred and sixty six million, nine hundred and twelve thousand, four hundred and forty six reais and twenty two cents) divided into 2,569,860,512 (two billion, five hundred and sixty nine million, eight hundred and sixty thousand, five hundred and twelve) common shares reflected as book shares having no face value. 12

13 11. SUCCESSION OF ASSETS AND LIABILITIES 11.1 BB, as the successor to the universal title shall receive all BNC assets and liabilities and shall succeed to take on the rights and obligations thereby by assuming full responsibility for all its assets The legal nature of BNC shall be rendered void, as the natural result of the takeover. BNC shareholding interest in companies regardless of whether or not they are subsidiaries shall become the property of BB. 12. FINAL PROVISIONS 12.1 Expenses forecast for conducting the company takeover, related to corporate and legal measures total approximately R$ 3,513, (three million, five hundred and thirteen thousand and five hundred reais), mainly to cover expenses for the hired specialized companies to provide asset accounting valuation services, in relation to securities market quotations and economic and financial valuations according to the discounted cash flow methodology of the PARTIES. Of this amount, R$ 3,172, (three million, one hundred and seventy two thousand, five hundred reais) shall be paid by BB and R$ 341, (three hundred and forty one thousand) shall be borne by BNC The goodwill arising from the acquisition of the object of the takeover, recorded by Banco do Brasil in the amount of R$ 4,956,858, (four billion, nine hundred and fifty six million, eight hundred and fifty eight thousand, hone hundred and ninety reais and thirty two cents) position as on September 30, 2009 attributed to the expectation of future profits, shall be used as a deduction from the tax base after the takeover event, in compliance with the prevailing tax legislation Once the takeover has been approved by the shareholders of the PARTIES, it shall be the responsibility of the BB management to file it at BACEN in compliance with the terms of article 10, item X, line c, of Law 4.595/64 and other applicable regulations and afterward, perform the registration, filing and publication of all corporate acts related to this operations in compliance with the terms of article 227, 3 of the LSA. 13

14 12.4 This Protocol, the valuation reports of the PARTIES, the relevant event and other documents related thereto in compliance with the applicable regulations shall be forwarded on this date to the CVM and Bovespa The docents mentioned in the above item shall be made available at the headquarters of the PARTIES for examination by the shareholders, beginning on the date of the publication for the call to the General Shareholders Meetings and at the site: Brasília (DF), October 28, BANCO DO BRASIL S.A. BANCO NOSSA CAIXA S.A. Aldemir Bendine President Demian Fiocca President Witness: Witness: Hayton Jurema da Rocha CPF: Heitor Carlos Pellegrini Júnior CPF: