CNPJ/MF 02.846.056/0001-97
NIRE 35.300.158.334


1. DATE, TIME AND VENUE: Held on the 13th day of December, 2010, at 2 pm, at the Company’s headquarters, settled at Avenida Chedid Jafet, n. 222, block B, 5th floor, in the City of São Paulo, State of São Paulo.

2. PRESENCE: All of the elected members of the Company’s Board of Directors were present.

3. PRESIDING BOARD. The appointed Chairman of the meeting was Mr. Eduardo Borges de Andrade, and the Secretary, Mr. Marcus Rodrigo de Senna.

4. The Directors, by unanimous vote and without any restraints, those legally impeded abstaining from voting, according to the assignment foreseen in article 12, clause (xvi), of the Company’s By-laws, and in compliance with articles 897 and the following of Law n. 10.406, from January 10, 2002, as amended, resolved to approve:

(i) The grant of surety by the Company in favor of Vialco Concessões Rodoviárias SPE S.A. (“Vialco”), for the guarantee of the debentures of the 1st public issue of simple debentures, non-convertible into shares, in a single series, of subordinate character with an additional guarantee, for public distribution with restricted issue efforts, from Vialco (“Issue”), as the primary obligor of the bonds assumed by the latest within the scope of the Issue, according to the Instruction of the Brazilian Securities and Exchange Commission n. 476, from January 16, 2009, which will comprise 800 (eight hundred) debentures, with the per unit face value of R$1,024,120.55 (one million, twenty four thousand, one hundred twenty reais and fifty five cents), making up the total sum of R$819,296,440.00 (eight hundred nineteen million, two hundred ninety six thousand, four hundred forty reais), with maturity date on September 28, 2011, except in the events of early maturity foreseen in the respective “Private Instrument of Deed of the 1st Issue of Simple Debentures, Non-Convertible into Shares, in a Single Series, of Subordinate Character with an Additional Guarantee, for Public Distribution with restricted Issue Efforts, from Vialco Concessões Rodoviárias SPE S.A.”; and

(ii) The authorization to the Company’s Board of Directors to make all appropriate actions to carry out the resolutions evidenced herein, being able even to enter into any instrument or addendum regarding the debentures contemplated by the Public Distribution of Debentures and the endorsement now approved.

5. Having nothing else to be discussed, the meeting was interrupted for the time necessary for the drawing up of the present minutes. The meeting was then restarted, the minutes was read, found in order, and approved and signed by all of the present Directors. São Paulo, December 13, 2010. Mr. Eduardo Borges de Andrade, Chairman, 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; and (8) MR. RICARDO COUTINHO DE SENA. I certify that the Minutes hereto are the true and transcribed copy of the original one drawn up in the appropriate book.

Marcus Rodrigo de Senna