VIVO PARTICIPAÇÕES S.A. CNPJ/MF n°  02.558.074/0001-73  -  NIRE 35.3.001.587.9-2 Publicly-held Company

MINUTES OF THE SPECIAL MEETING OF THE BOARD OF DIRECTORS, HELD ON FEBRUARY 18, 2011.

1. DATE, TIME AND PLACE: February 18, 2011, at 11:00 a.m., in the head-office of the Company, on Av. Roque Petroni Junior, 1464, 6º andar, lado B, sala Visão, Morumbi, São Paulo - SP.

2. PRESIDING BOARD: Luis Miguel Gilpérez López – Chairman, and Breno Rodrigo Pacheco de Oliveira - Secretary.

3. INSTATEMENT: the meeting was instated with the attendance of the undersigned Directors, it being recorded that Messrs. Antonio Gonçalves de Oliveira and Rui Manuel D’Espiney Patricio attended the meeting by audio-conference, as permitted in §2 of article 15, there being a quorum under the terms of the Company’s Bylaws. The meeting was also attended by the Paula Bragança França Mansur, Peter Edward MR Wilson and Juarez Rosa Silva, members of the Statutory Audit Council, in conformity with the provisions in article 163, §3 of Law no. 6404/76, and Messrs. Roberto Oliveira de Lima and Cristiane Barretto Sales, Vice-President of Finance, Planning and Control.

4. AGENDA AND RESOLUTIONS:

4.1 Approval of the Financial Statements, accompanied with the Independent Auditors’ Opinion and the Management’s Annual Report, for fiscal year ended on 12.31.2010: the Directors, after examination and discussion, unanimously approved, without proviso, the Management’s Accounts, including the Management’s Report, the Financial Statements and Explanatory Notes, accompanied with the Independent Auditors’ Opinion and the Statutory Audit Council’s Opinion, to be sent to the 2011 General Shareholders’ Meeting;

4.2 Capital Budget for fiscal year 2011: the Directors, after examination and discussion, unanimously approved, without proviso, the Company’s Capital Budget (comprising the subsidiary’s and the Company’s budget) for Fiscal Year 2011, which budget was adopted as a minimum and reference value, and may be timely reviewed along the year, to the extent of the Company’s needs, which was sent to the 2011 General Shareholders’ Meeting;

4.3 Approval of the allocation of the profit for fiscal year ended on 12/31/2010: the Directors, after examination and discussion, unanimously approved, without proviso, the proposal for allocation of the profit for fiscal year 2010, which was sent to the 2011 Shareholders’ Meeting;

4.4 Approval of the Call Notice for the General and Special Shareholders’ Meetings: the Directors, after examination and discussion, unanimously approved, without proviso, the terms of the Call Notice for the General and Special Shareholders’ Meetings, with the Board of Executive Officers being since now authorized to adopt the necessary actions for the performance thereof.

Since there was no other business to be transacted, the meeting was closed, and these minutes were drawn-up, having been read, approved and signed by the Directors and by the Secretary, and following transcribed in the proper book.

5. DATE AND SIGNATURES: São Paulo, February 18, 2011. Luis Miguel Gilpérez López – Chairman of the Board of Directors, Eduardo Fernando Caride (represented by Luis Miguel Gilpérez López), Emilio Gayo Rodriguez (represented by Luis Miguel Gilpérez López), Félix Pablo Ivorra Cano, Ignácio Aller Mallo, Ignacio Cuesta Martin Gil (represented by Luis Miguel Gilpérez López), José Guimarães Monforte, Antonio Gonçalves de Oliveira and Rui Manuel de M. D’Espiney Patrício - Directors; Paula Bragança França Mansur – President of the Statutory Audit Council; Peter Edward MR Wilson and Juarez Rosa Silva – Members of the Statutory Audit Council, and Breno Rodrigo Pacheco de Oliveira - Secretary.

I hereby certify that this is a faithful copy of the minutes of the special meeting of the Board of Directors, held on February 18, 2011, as drawn-up in the proper book.

Breno Rodrigo Pacheco de Oliveira
Secretary - OAB/RS nº 45.479