CNPJ/MF 02.846.056/0001-97
NIRE 35.300.158.334


1. DATE, TIME & VENUE: Held on September 15, 2010 at 8: 00 a.m., at the company‘s registered office, located at 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, being Mr. João Afonso Ramalho Sopas Pereira Bento herein represented by Mr. Valdemar Jorge Martins Mendes, by way of Proxy pursuant to that permitted in Article 11, paragraph 3 of the Company Articles of Incorporation.

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

4. The directors, by unanimous vote and without any restrictions, as provided for in article 12, subparagraph (xvi) of the company Articles of Incorporation, and in accordance with article 897 of Legislation No. 10.406, of January 10, 2002, as amended, deliberated to approve:

(i) the granting of a surety by the company in favor of its subsidiary Companhia de Participações em Concessões (“CPC”), in guarantee of debentures’ from the first public issue of simple debentures, not convertible into shares, in a single series of the type subject to an additional guarantee, for public distribution with restricted efforts for CPC placement (“Issuing”), as the main payer of the obligations it assumed in the ambit of the issuance, in line with Securities and Exchange Commission Instruction no. 476, January 16, 2009, including eight hundred (800) debentures, with the nominal unit value of one million Brazilian reais ($ 1,000,000), making the total amount of eight hundred million reais (R $ 800,000,000 .00), due on September 28, 2011, save for in the event of anticipated maturity prescribed in the respective “Deed Instrument for the First Issuance of Simple Debentures, Not convertible into shares, in a Single Series of the type subject to an Additional Guarantee, for Public Distribution with restricted efforts for Placement, of Companhia de Participações em Concessões”; and

(ii) authorize the company Board of Directors to undertake all actions necessary to put into effect the resolutions substantiated above, even including the conclusion of any instrument or amendment related to the Debentures the object of Public Distribution and suretyship herein approved.

5. Having no further matter to be dealt with, the meeting was suspended to allow sufficient time to draft these minutes. The meeting was reopened, these minutes read, confirmed accurate, approved and signed by all present. São Paulo, September 15, 2010. Mr. Eduardo Borges de Andrade, Board President, and Mr. Marcus Rodrigo de Senna, Secretary. Directors: (1) ANA MARIA MARCONDES PENIDO SANT’ANNA; (2) ANA DOLORES MOURA CARNEIRO DE NOVAES; (3) VALDEMAR JORGE MARTINS MENDES; (4) JOÃO AFONSO RAMALHO SOPAS PEREIRA BENTO, (signed) VALDEMAR JORGE MARTINS MENDES; (5) EDUARDO BORGES DE ANDRADE; (6) FRANCISCO CAPRINO NETO; (7) GILBERTO AUDELINO CORREA; (8) RICARDO COUTINHO DE SENA; (9) MARCELO PIRES OLIVEIRA DIAS; (10) HENRIQUE SUTTON DE SOUSA NEVES. Certified as a true copy of the original minutes drawn up in the book.

Marcus Rodrigo de Senna