C.N.P.J. nº 02.846.056/0001-97
N.I.R.E. 35.300.158.334


1. DATE, TIME & VENUE: Held on December 22, 2010, at 8.30am, 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 of the Company 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, deliberated: (i) to approve and assign in the context of the corporate reorganization of RODOVIAS INTEGRADAS DO OESTE S.A., a joint stock company, with its registered address at the City of Tatuí, São Paulo State, at SP 127 – Rodovia Antônio Romano Schincariol, km 112,4, Pista Sul, registered at CNPJ/MF with n.º 03.497.792/0001-40 and NIRE 35.300.174.402 (“SP Vias”) already approved by this Board, VIALCO CONCESSÕES RODOVIÁRIAS SPE S.A., a joint stock company with its registered address at the City and State of São Paulo, at Avenida Chedid Jafet, 222, Bloco B, 4º floor, part, Vila Olímpia, Zip 04551-065, registered CNPJ/MF nº. 11.669.028/0001-32 and no. NIRE 35.300.388.160 (“Vialco”), will be incorporated by SP Vias, being so it will be directly controlled by COMPANHIA DE PARTICIPAÇÕES EM CONCESSÕES, a joint stock company, registered CNPJ/MF under the nº. 09.367.702/0001-82 and NIRE 35.300.352.858, with its registered address at Avenida Chedid Jafet, nº. 222, Bloco B, 4º floor, part, at the City of São Paulo, São Paulo; and (ii) to authorize the company Executive Board to perform 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 of Meetings, newsletters, attendance lists, amendments, terms, consents and/or notifications provided or required, as well as the adoption, together with government agencies and private entities, of the arrangements that may become necessary for the implementation of measures adopted at this meeting of the Board of Directors.

5. With no further matter to be dealt with, the session was reopened, the minutes were read, thought to be accurate and approved and executed by all present. São Paulo, December 22, 2010. Mr. Eduardo Borges de Andrade, 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 of that transcribed in the book.

Marcus Rodrigo de Senna