VIVO PARTICIPAÇÕES S.A. CNPJ/MF nº 02.558.074/0001-73 - NIRE 35.3.001.587.9-2 Publicly-held Company with Authorized Capital

MINUTES OF THE SPECIAL MEETING OF THE BOARD OF DIRECTORS HELD ON JULY 11, 2007

1. DATE, TIME AND PLACE: July 11, 2007, at 04:00 p.m., on Av. Roque Petroni Júnior, 1464, 6º andar, lado B, São Paulo - SP.

2. CHAIRMANSHIP OF THE MEETING: Luis Miguel Gilpérez López – Chairman; Breno Rodrigo Pacheco de Oliveira - Secretary.

3. INSTATEMENT: The meeting was instated with the attendance of the undersigned Directors, who represented a quorum under the terms of the Articles of Incorporation. As permitted in §2 of article 15 of the Company’s Articles of Incorporation, Mr. Luis Miguel Gilpérez López attended the meeting by audio-conference.

4. AGENDA AND RESOLUTIONS:

4.1. To issue a resolution on the Second Renegotiation of Debentures of the 1st Issue of the Company, whose issue terms were approved on 07.10.2003 and 08.14.2003, and of the first renegotiation dated 07.08.2004, at the meetings of the Board of Directors of the Company, which will be in the following terms and conditions (the “Second Renegotiation”):

(i)         Third Debenture roll over Period: 08/01/2007 until 08/01/2008, in which period the interest-bearing conditions will remain unchanged;

(ii)        Interest Payment: The interest payable for the Renegotiated Debentures shall be equivalent to a percentage of the accrued daily average rates of over extra group one-day Interfinancial Deposits – DI, expressed as an annual percentage, based on two hundred and fifty-two (252) business days, calculated and disclosed by the Custody and Settlement Agency – CETIP, which percentage shall not exceed the maximum limit of one hundred and three per cent (103%);

(iii)       Interest Payment Periodicity: The Interest Payable on Debentures shall be due on a semiannual basis, the first payment being due on February 01, 2008 and the last payment being due on the Maturity Date, that is, August 01, 2008;

(iv)      Guarantee: The guarantee granted for the issue of the Debentures shall remain unchanged for the New Interest-Bearing Period.

4.2. To authorize the Board of Executive Officers of the Company, with due regard to the legal provisions and to the Articles of Incorporation of the Company, to deliver the Amendment to the Private Indenture of the First Issue of Debentures.

5. CLOSING OF THE MEETING: Since there was no other business to be transacted, the meeting was closed and these minutes were drawn-up, which were read, approved and signed by all the Directors attending the meeting and by the Secretary, being following transcribed in the proper book.

Signatures: Luis Miguel Gilpérez Lopes – Chairman of the Meeting and Chairman of the Board; Felix Pablo Ivorra Cano; Shakhaf Wine; Luiz Kaufmann; Antonio Gonçalves de Oliveira; Rui Manuel de Medeiros D’Espiney Patrício; José Guimarães Monforte – Directors; João Pedro Amadeu Baptista – Vice-Chairman of the Board represented by Mr. Shakhaf Wine; Ignácio Aller Mallo – Director represented by Mr. Felix Ivorra Cano and Breno Rodrigo Pacheco de Oliveira – General Secretary.

I hereby certify that this is faithful copy of the original minutes, which were drawn-up in the proper book.

Breno Rodrigo Pacheco de Oliveira
General Secretary – OAB/RS nº 45.479