COMPANHIA DE CONCESSÕES RODOVIÁRIAS
CNPJ/MF 02.846.056/0001-97
NIRE 35.300.158.334

THE BOARD OF DIRECTORS MEETING MINUTES
HELD ON DECEMBER 17, 2010 AND
RE-RATIFICATION OF THE BOARD OF DIRECTORS MEETING MINUTES
HELD ON DECEMBER 13, 2010

1. DATE, TIME & VENUE: Held on December 17, 2010, at 2.00pm, 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, with those legally hindered from voting, abstaining, as provided for in item (xvi), article 12, of the Articles of Incorporation, and, in accordance with articles 897 and flowing Legislation No. 10.406 of January 10, 2002, as amended, resolved to approve:

(i) Rectification of the nominal unit and the total amount of simple debentures, first issued by Vialco Concessões Rodoviárias SPE S.A, non convertible into shares, in a single series, of a subordinate class with an additional guarantee, for distribution with restricted placement, in line with the statement of the Securities and Exchange Commission – CVM No. 476, January 16, 2009 (“Debentures” and ” Vialco issue”), of which the company will grant surety as approved at the meeting of the Board of Directors of December 13, 2010:

(a) With respect to the nominal unit value of the debentures, which was set out as being one million twenty-four thousand, one hundred twenty dollars and fifty cents (R$1,024,120.55) when it actually is one million twenty one thousand, seven hundred and thirty-three dollars and sixty-eight cents (R$1,021,733.68);

(b) With respect to the total amount of the Vialco issue, which was set out as being eight hundred and nineteen million, two hundred and ninety-six thousand, four hundred and forty reais (R$819,296,440.00), when it actually is eight hundred and seventeen million, three hundred and eighty six thousand, nine hundred and forty-four reais (R$ R$817,386,944.00);

(ii) To ratify all other resolutions passed in the mentioned Company Board of Directors Meeting of December 13, 2010.

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 17, 2010. Mr. Eduardo Borges de Andrade, Board President, and Mr. Marcus Rodrigo de Senna, Secretary. Directors: (1) MR. EDUARDO BORGES DE ANDRADE; (2) MR. FRANCISCO CAPRINO NETO; (3) MRS. ANA MARIA MARCONDES PENIDO SANT’ANNA; (4) MRS. ANA DOLORES MOURA CARNEIRO DE NOVAES; (5) MR. GILBERTO AUDELINO CORREA; (6) MR. HENRIQUE SUTTON DE SOUZA NEVES; (7) MR. MARCELO PIRES DE OLIVEIRA DIAS; e (8) MR. RICARDO COUTINHO DE SENA. Certified to be an accurate reproduction and transcribed in the book.

Marcus Rodrigo de Senna
Secretary