Banco Itaú Holding Financeira S.A.

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

July 28th, 2004

2

Main Purpose

Founding a “New Company” (Financial

Institution), responsible for structuring and

selling products, financial services and the

like, exclusively to CBD customers

3

“New Company” Structure

“New Company”

Improving and expanding services and products offered to CBD CustomersInitial Capital Base: R$ 150 million

50% 50%

4

Market Impact

Strengthening of the Brazilian consumer credit market

Association of two major domestic groups recognized for their:

Leadership positions in their respective engagement markets

Management excellence High value brands

5

Highlights – Direct consumer credit Itaú

Credit Cards

Credit and Personal Loans

Active customers (million)

Automated Teller Machines

Points of Sale (*)

R$ 2,959 million

R$ 5,465 million

-

-

-

5,951 thousand

7,990 thousand

9.1 million

20,133

3,146

/March 31, 2004

(*) Branches + customer-site branches

Outstanding Quantities

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Estimated Expansion “New Company”

Consumer Credit Contracts

Own Credit Cards (Private Label)

Credit Cards3

Personal Loan Contracts

580 thousand

3.3 million

480 thousand

-

(1) As of March 31, 2004

(2) Compound Annual Growth Rate

(3) Widely accepted credit card brands

Quantities CAGR2

Year 10

Quantities

Current1

3,519 thousand

9.3 million

2,646 thousand

1,600 thousand

22.2%

12.2%

20.9%

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Operation Features

Operating synergy gains

Expansion and improvement of current products and services offered to CBD customers

Private Label credit cards

Widely accepted credit card brands

Direct consumer credit

Personal loans

Installation of financial service units in the 555 existing stores and at those which may come to be established by CBD

8

Location of CBD Stores

July2004

209

71

160

55

#Stores

555

60

Piauí 3

Ceará 20 2

Paraíba 6

Pernambuco 2

Comprebem 8

Bahia 3

Rio de Janeiro 11 17 18 60

São Paulo136 39

142 55

Paraná

2 11

Mato Grosso do Sul

1

Minas Gerais

3

Distrito Federal 12 3

1Goiás

40 million transactions per month

Gross revenues in 2003: R$ 15 billion (*)

(*) Source: ABRAS (Brazilian Supermarket Industry) – including Sendas S.A. Data of 2003

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“New Company” Management

Board of Directors and Operations Support committee, comprised equally by the shareholders

Chairman of the Board of Directors and the “New Company” appointed by Itaú

Executive Board made up of market professionals, with broad experience in the area

Operating Management under the responsibility of Itaú

Own structure and personnel

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Strategy of the Operation

Expansion of Focus on direct consumer credit

Long term partnership: 20 years, and renewal option

Exclusivity in exploitation of financial products and services to CBD customers

Strong partnership = greater commercial relationship

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Investment of R$ 455 million, which include goodwill in the amount of R$ 380 million, determined on the basis of forecast future profitability of the New Company

Strengthening of position in the retail financial market

Development of new relationships with the CBD store customers as well as prospecting of new current account customers

Results without any major impact during the first three years of operations.

Main implications on Itaú

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Focus in Retail (world trend) Better and broader terms for their customers

(customer service units inside stores) Greater in store customer traffic Increase in revenues arising from the financial

products and services Consolidation of resources of roughly R$ 380 million:

R$ 75 million paid into the “New Company” Remaining installment balance in the amount of

R$ 152.5 million, will be contingent upon achievement of New Company goals over a five-year maximum period

Operating synergies

Main implications on CBD

13

The “New Company” is expected to achieve the same levels of Itaú´s ROE from 2008 on.

Expected return on operations for Itaú: CDI* + 10.5% per year

Itaú → use of capital excess

Economic Evaluation of the Investment

(*) Interbank Deposit Rate

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Start Up of the Operation

The fulfillment of this operation is dependent upon the approval of the Brazilian Central Bank and the other appropriate authorities

Start up of operations is expected sometime in the second half of 2004.

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On the basis of this operation Itaú and CBD, proud to be Brazilian companies, reaffirm

their commitment to the Brazilian market in the assurance that they will extend and

satisfy their customers and create value for their shareholders.

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃOBanco Itaú Holding Financeira S.A.

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

Banco Itaú Holding Financeira S.A.

July 28th, 2004