Itaúsa Investimentos Itaú S A : PRIVATE INSTRUMENT OF INDENTURE OF SIMPLE UNSECURED NONCONVERTIBLE DEBENTURES, IN A SINGLE SERIES OF THE THIRD ISSUE OF ITAÚSA S.A.

CNPJ 61.532.644/0001-15

A Publicly-Held Company

PRIVATE INSTRUMENT OF INDENTURE OF SIMPLE UNSECURED NON- CONVERTIBLE DEBENTURES,

IN A SINGLE SERIES OF THE THIRD ISSUE OF ITAÚSA S.A.

This "Private Instrument of Indenture of Simple Unsecured Non-Convertible Debentures, in a Single Series of the Third issue of Itaúsa S.A."("Indenture") is hereby entered into by and between:

1. as the Debenture issuer and offeror (as defined below):
   ITAÚSA S.A., a publicly-held company registered as a securities issuer before the Brazilian Securities and Exchange Commission (CVM) (as defined below), headquartered in the City of São Paulo, State of São Paulo, at Avenida Paulista, nº 1938, 5º andar, Bela Vista, CEP 01310-200, enrolled with the Corporate Taxpayer's Registry of the Ministry of Finance
   (CNPJ/MF) (as defined below) under No. 61.532.644/0001-15, with its articles of association filed with the São Paulo State Board of Trade (JUCESP) under NIRE No. 35300022220, hereby represented in accordance with its bylaws ("Company"); and

1. as the trustee, appointed herein and representing the community of Debenture Holders (as defined below):
   OLIVEIRA TRUST DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A., a financial institution,
   headquartered in the City of São Paulo, State of São Paulo, at Rua Joaquim Floriano, nº 1.052, 13º andar, Itaim Bibi, CEP 04534-004, enrolled with the Corporate Taxpayer's Registry of the Ministry of Finance (CNPJ/MF) under No. 36.113.876/0004-34, hereby represented in accordance with its bylaws ("Trustee");

hereby agree with the following terms and conditions:

1. DEFINITIONS

1.1 For the purposes of this Indenture, the following terms, whether in singular or plural form, shall bear the meanings as defined below:

ITAÚSA'S DEBENTURE INDENTURE, 3rd ISSUE

"ANBIMA" means the Brazilian Financial and Capital Markets Association, headquartered in the City of São Paulo, State of São Paulo, at Avenida das Nações Unidas, n.º 8501, 21º andar, Conjunto A, Pinheiros, CEP 05425-070, enrolled with the Corporate Taxpayer's Registry of the Ministry of Finance (CNPJ/MF) under No. 34.271.171/0001-77.

"ANBIMA Code" means the ANBIMA Code of Regulation and Best Practices for Public Offerings in effect as of this date.

"Anti-CorruptionLegislation" means, in the aggregate, Law No. 12,846 of August 1, 2013, as amended, Decree No. 8,420 of March 18, 2015, as amended, and other applicable rules in connection with corruption practices and actions harmful to public administration and the public good, as well as the U.S. Foreign Corrupt Practices Act of 1977, and the UK Bribery Act, when applicable.

"B3" means B3 S.A. - Brasil, Bolsa, Balcão (B3 - Brazilian Exchange and OTC) - CETIP UTVM Segment or B3 S.A. - Brasil, Bolsa, Balcão (B3 - Brazilian Exchange and OTC), as applicable, headquartered in the City of São Paulo, State of São Paulo, at Praça Antônio Prado, n.º 48, 7º andar, Centro, CEP 01010-901, enrolled with the Corporate Taxpayer's Registry of the Ministry of Finance (CNPJ/MF) under No. 09.346.601/0001-25.

"Brazilian Code of Civil Procedure" means Law No. 13,105, of March 16, 2015, as amended. "Brazilian Corporate Law" means Law No. 6,404 of December 15, 1976, as amended.

"Business Day" means any day other than a Saturday, Sunday, or an official national holiday in the Federal Republic of Brazil.

"CETIP21" means CETIP21 - Títulos e Valores Mobiliários (Securities), managed and operated by B3.

"CNPJ" means the Corporate Taxpayer's Registry of the Ministry of Finance.

"Company" has the meaning assigned in the Recitals.

"Company's Economic Conglomerate" means any company that directly or indirectly controls or is controlled by the Company.

"Consolidated Audited Financial Statements of the Company" has the meaning provided for in Clause 8.1 below, item I, sub item (a).

"Consolidated Financial Statements of the Company" has the meaning provided for in Clause 8.1 below, item I, sub item (b).

"Consolidated Restated Financial Statements of the Company" has the meaning provided for in Clause 8.1 below, item I, sub item (b).

"Control" means the direct or indirect control over any company as defined in Article 116 of Brazilian Corporate Law.

"Controlled Company" means, in connection with any party, any company directly or indirectly controlled by the latter (see definition for "Control).The following must be excluded from the definition of "Controlled Company": companies in relation to which the Company is not the individual holder of stockholder rights that permanently ascertain them the majority vote cast at general stockholders' meetings or the power to elect the majority

2

ITAÚSA'S DEBENTURE INDENTURE, 3rd ISSUE

of the company's management members, and/or in relation to which it refrains from effectively and individually using its power to coordinate corporate activities and guide the operation of their management bodies. For purposes of this Indenture, the following will not be deemed Controlled Companies (or, therefore, Material Controlled Companies): (i) XP Inc., (ii) Investment in XP ("Newco"); and (ii)the companies in which the Issuer is an integral part of the control group by way of any stockholder agreement, investments or otherwise.

"Controlling Company" means, in connection with any party, any company that directly or indirectly controls the Company (see definition of Control).

"Corporate Restructuring involving the Investment in XP" means the corporate restructuring, any corporate act (including a spin-off of the Company and any Controlled Company, a capital reduction with payment in shares; redemption with payment in shares, dividend distribution with payment in shares), legal transaction, disposal, assignment or any other manner of transfer or transaction, during the whole life of the Debentures, aimed at segregating or transferring the equity interest held by the Company's economic group in XP Inc. to its corresponding stockholders or third parties.

"Current Controlling Parties" means the Controlling Parties of the Company at the Date of Issue.

"CVM" means the Brazilian Securities and Exchange Commission.

"CVM Instruction No. 358" means CVM Instruction No. 358 of January 3, 2002, as amended.

"CVM Instruction No. 476" means CVM Instruction No. 476 of January 16, 2009, as amended.

"CVM Instruction No. 480" means CVM Instruction No. 480 of December 7, 2009, as amended.

"CVM Instruction No. 539" means CVM Instruction No. 539 of November 13, 2013, as amended.

"CVM Instruction No. 583" means CVM Instruction No. 583 of December 20, 2016, as amended.

"Date of Issue" has the meaning provided for in Clause 7.11 below. "Payment Date" has the meaning provided for in Clause 6.3 below. "Maturity date" has the meaning provided for in Clause 7.12 below. "Debentures" means the bonds subject matter to this Indenture.

"Debenture Holders" means the holders of Debentures.

"DI Rate" means the average daily rates of intraday Interbank Deposits, "DI over Extra Group Rate", as expressed in percentage points per year, base two hundred and fifty-two (252) Business Days, as calculated and published daily by B3 in the daily newsletter available on its webpage (http://www.b3.com.br).<0}

"Discretionary Offering of Early Redemption" has the meaning provided for in Clause 7.18 below, item I.

3

ITAÚSA'S DEBENTURE INDENTURE, 3rd ISSUE

"Distribution Agreement" means the "Agreement on Coordination and Public Distribution of Simple, Unsecured Non-Convertible Debentures, in a single series of the third issue of Itaúsa S.A.", to be entered into by and between the Company and the Lead Coordinator.

"DOESP" means the Official Gazette of the State of São Paulo (Diário Oficial do Estado de São Paulo).

"Encumbrance" means any mortgage, pledge, trust receipt, fiduciary assignment, usufruct, trust, promise to sell, purchase option, preemptive right, charge, lien or encumbrance, provisional attachment, sequestration or levy of execution, either judicial or extrajudicial, either voluntary or involuntary, or any other act whose practical effect is similar to any of the terms above.

"Event of Default" has the meaning provided for in Clause 7.26 below.. "Firm Commitment" has the meaning provided for in Clause 6.1 below. "First Payment Date" has the meaning provided for in Clause 6.3 below.

"Indenture" has the meaning assigned in the Recitals.

"IGPM" means the General Price Index - Market, as disclosed by Fundação Getulio Vargas. "Independent Auditor" means the independent auditor registered with the CVM.

"Interest Payments" has the meaning provided for in Clause 7.14 below, item II.

"Alternative Interest Payments" has the meaning provided for in Clause 7.14.2 below.

"Investment in XP ("Newco")means any and all investments in companies, entities, limited liability companies or publicly-held companies which are or will be the holders of equity interest in XP Inc. (or the holders of securities issued or directly or indirectly backed by the latter), directly or indirectly, on any grounds, including, but not limited to, on the grounds of the Corporate Restructuring involving the Investment in XP.

"Issue" means the issue of Debentures in accordance with Brazilian Corporate Law. "JUCESP" means the São Paulo State Board of Trade.

"Late-PaymentCharges" has the meaning provided for in Clause 7.23 below.

"Lead Coordinator" means the institution member of the securities distribution system engaged to intermediate the Offering.

"Material Adverse Effect" means (i) any material adverse effect on the financial condition, business, assets and/or prospects of the Company and its Controlled Companies, taken as a whole; and/or (ii) any adverse effect on the Company's capacity to honor any of its obligations in connection with this Indenture.

"Material Controlled Company" means (i) any of the following Controlled Companies: Itaú Unibanco Holding S.A., Itaú Unibanco S.A. or Banco Itaú BBA S.A.; and (ii) based on the

4