CNPJ/MF 02.846.056/0001-97
NIRE 35.300.158.334


1. DATE, TIME & VENUE: Held on December 20, 2010, at 8.30pm, at the company registered office located on Avenida Chedid Jafet, no. 222, block B, 5th floor, in the city and State of São Paulo.

2. PRESENT: All elected members of the Board of Directors were present.

3. CHAIR. Mr. Eduardo Borges de Andrade acted as President and Mr. Marcus Rodrigo de Senna, as Secretary.

4. The Directors, by unanimous vote and without any restrictions, in accordance with item (xi), article 12, of the Articles of Incorporation, approved: (i) a verification for diverse assets, rights and obligations by Companhia de Participações em Concessões, a joint stock company, with its registered address at Av. Chedid Jafet, no. 222, Block B, 4th floor, in the city of São Paulo, registered CNPJ/MF no. 09.367.702/0001-82 and NIRE no. 35.300.352.858, a corporation directly controlled by the company Vialco Concessões Rodoviárias SPE S.A., a joint stock company with its registered address in the city and State of São Paulo, on Avenida Chedid Jafet, 222, Bloco B, 4th floor, Vila Olímpia, zip 04551-065, registered CNPJ/MF no. 11.669.028/0001-32 and NIRE no. 35300388160, a corporation indirectly controlled by the company; and (ii) the practice by company´s Executive Board, of all acts necessary for the fulfillment of the resolutions above, including, but not limited to, the signing, on behalf of the company, of any and all minutes, attendance, as well as their adoption, jointly with government agencies and private entities, of arrangements that may become necessary for the implementation of the measures adopted at this meeting of the Board of Directors.

5. Nothing further having to be dealt with, the Meeting was interrupted for the drafting of these minutes. The meeting was reopened, the minutes were read, confirmed accurate, approved and signed by all those present: São Paulo, December 20, 2010. Mr. Eduardo Borges de Andrade, Board President, and Mr. Marcus Rodrigo de Senna, Secretary. Directors: (1) ANA DOLORES MOURA CARNEIRO DE NOVAES; (2) ANA MARIA MARCONDES PENIDO SANT’ANNA; (3) EDUARDO BORGES DE ANDRADE; (4) FRANCISCO CAPRINO NETO; (5) GILBERTO AUDELINO CORREA; (6) RICARDO COUTINHO DE SENA; (7) HENRIQUE SUTTON DE SOUSA NEVES; and (8) MARCELO PIRES OLIVEIRA DIAS. Certified to be an accurate reproduction and transcribed in the book.

Marcus Rodrigo de Senna