Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  

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The above mentioned directors declare that:

a. they have reviewed this reference form

b. all information in the form complies with Brazilian Securities Commission (CVM) Instruction No. 480, in particular articles 14 to 19

c. the information herein provides a true, accurate and full picture of the issuer's financial situation and the risks inherent in its activities and its issue of securities

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There have been no auditor alterations/replacements in the last three fiscal years or of the other information provided in item 2.1.

Periods in which auditing services were provided – 2007-2009

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3.2 – Non-accounting metrics

Non-accounting metrics were not disclosed in the course of the last fiscal year.

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a)         On June 10, 2010, an Extraordinary General Meeting approved a capital increase from R$ 26.5 to R$ 28.5 billion by capitalizing R$ 2.000 billion from the statutory reserve, and a 10% share bonus by issuing 342,040,948 new nominative book-entry shares without nominal value, of which 171,020,483 were common and 171,020,465 preferred shares. These shares were allotted to shareholders free of charge as a bonus in the proportion of one (1) new share for every ten (10) shares of the same type held on the base date.

b)        On June 2, 2010, Bradesco concluded its acquisition of the entire share capital of the controlling block of the conglomerate Ibi Serviços S. de R. L. México ("Ibi México") and RFS Human Management S. de R.L.. On December 31, 2009, Ibi México had a credit portfolio of R$ 205 million and over 1.3 million credit cards. This transaction included a partnership agreement with C&A México S. de R. L. (C & A México) for a period of 20 years for the exclusive sale of financial products and services through the retail portfolio of C & A México.

c)         On April 27, 2010, Bradesco and Banco do Brasil signed a non-binding memorandum of understanding to develop a business model in order to:

·      Join part of their card operations;

·      Launch a Brazilian credit, debit and prepaid card flag for account holders and non-account holders;

·      Jointly format new business for private label cards (cards offered to non-account holder customers via retail partners);

·      Set up a company to sell cards to certain groups of non-account holder customers; and

·      Transfer interests in CBSS S.A. held by both institutions, or their subsidiaries, to a company to be created.

The banks state that they are studying the possibility of transferring their interests in Cielo S.A. to the new company to be set up, observing the interests of shareholders, the requirements of the Novo Mercado segment of the BM&FBovespa stock exchange, and the company bylaws.

If this transaction goes through to conclusion, the banks intend to set up a holding company to integrate and manage the above mentioned businesses, obtain synergy gains, structure new private label business and undertake other similar business ventures, building a business model to enable them to offer cards all over Brazil.

Conclusion of the transaction is subject to technical, legal and financial studies, satisfactory negotiation of definitive documents and compliance with applicable legal and regulatory formalities.

d)        On April 23, 2010, Bradesco submitted a binding proposal (Proposal) to Grupo Santander Espanha (Santander) to acquire part of the latter's shares in the following companies:

·      Cielo S.A. (Cielo), corresponding to 2.09% of the company's share capital, for the amount of R$ 425; and

·      Companhia Brasileira de Soluções e Serviços – CBSS, corresponding to 10.67% of the company's share capital for the value of R$ 139.2.

Since the proposal was accepted by Santander on the same date, the formal conclusion of the purchase and sale is subject to satisfactory negotiation of definitive documents and compliance with the applicable legal and regulatory formalities.

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On concluding the transaction, Bradesco's holdings in Cielo and CBSS will increase from 26.56% to 28.65% and from 34.33% to 45.00% respectively, thus reinforcing its holdings in the capital of companies operating in the card market.

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a)        Rules on retained earnings

Pursuant to Article 192 of Law No. 6,404/76, together with the financial statements for the period, and subject to the provisions of articles 193 to 203 and its bylaws the company's management bodies shall draw up a proposal for use of the period's net income and submit it to the Annual General Meeting.

Legal reserve

Allocation of a portion of net profit to the legal reserve is determined by Article 193 of Law No. 6,404/76 in order to ensure the integrity of share capital, and may be used only to offset losses or increase capital.

Five percent (5%) of the period's net profit, before any other use, will be allocated to the legal reserve, which must not exceed twenty percent (20%) of share capital.

There is no requirement to allocate to the legal reserve in a year in which the balance of this reserve, plus capital reserves as per §1 of Article 182, exceeds thirty percent (30%) of share capital.

Statutory reserves

Article 194 of Law No. 6,404/76 which governs the creation of statutory reserves states that the bylaws of the company may establish reserves on condition that in each case:

·      its purpose is accurately and fully stated;

·      criteria are set to determine the annual portion of net profits that will be allocated to the statutory reserve; and

·      the maximum amount of the reserve is stated.

Pursuant to the legislation, Article 31 of the bylaws states that after all statutory allocations have been made, a proposal for the allocation or use of any net income remaining shall be made by the executive board, to be approved by the board of directors and decided by General Meeting, and such income may be allocated one hundred percent (100%) to "Income Reserves – Statutory" in order to maintain an operational margin consistent with the development of the Company's active operations up to the limit of ninety-five percent (95%) of paid-up share capital.

If the board's proposal for use of net income from the period contains provision for distributing dividends and/or payment of interest on own capital in an amount greater than the mandatory dividend pursuant to Article 30, item III of the bylaws, and/or retained earnings under Article 196 of Law No. 6,404/76, the balance of net income for making this reserve will be determined after deducting these allocations in full.

b)        Rules for distribution of dividends

With the introduction of Law No. 9,249/95, which came into force on January 1, 1996, companies may pay interest on own capital to their shareholders, to be imputed, net of income tax at source, to the amount of the minimum mandatory dividend.

Minimum mandatory dividend

Pursuant to item III of Article 28 of Bradesco's bylaws, shareholders are assured thirty percent (30%) of net income, each year, as a minimum mandatory dividend, adjusted for any decrease or increase of the amounts specified in items I, II and III of Article 202 of Law No. 6,404/76 (Law of Joint Stock Corporations).

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Thus the minimum of thirty percent (30%) stipulated in the bylaws is greater than the minimum of twenty-five percent (25%) set forth in §2 of Article 202 of Law No. 6,404/76.

Shareholders holding preferred shares

Preferred shares confer on their holders dividends ten percent (10%) higher than those paid on common shares (item "b", §2, Article 6 of the bylaws).

Reinvestment of dividends or interest on own capital

Reinvestment of dividends or interest on own capital is a product that enables a shareholder and account holder registered with Bradesco Corretora (brokerage), personal or corporate, to invest the amount received and credited to current account in new shares (currently only for preferred shares), thereby increasing their shareholding.

Shareholders have the option of reinvesting monthly and/or special (supplementary or intermediate) dividends. There is no upper limit for reinvesting and the minimum must be enough to purchase at least one (1) share.

c)         Periodicity of dividend distributions

Banco Bradesco S.A. ("Bradesco") has distributed dividends monthly since 1970, and became the first Brazilian financial institution to adopt this practice.

Interim dividends

The executive board, on approval of the board of directors, is authorized to declare and pay out interim dividends, semiannual or monthly, from existing earnings, or profit reserve accounts (§1, Article 28 of the bylaws).

It may also authorize payment of interest on own capital in total or partial substitution of interim dividends (§2, Article 28 of the bylaws).

Monthly Payment of Interest on Own Capital

For the purposes set forth in Article 205 of Law No. 6,404/76, beneficiaries are shareholders registered with the Company on declaration dates, which are on the first day of each month.

Payments are made on the first business day of the following month, as monthly advances on the mandatory dividend by crediting the account informed by the shareholder or made available to the Company.

d)        Any restrictions on dividend payments imposed by special laws or regulations applicable to the issuer, as well as contracts, court decisions, administrative or arbitration court rulings

There are no restrictions on the distribution of dividends.

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