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 JUNE 29, 2007

1. DATE, TIME AND PLACE: June 29, 2007, at 11:00 a.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. Substitution of Directors: The Chairman of the Board advised the other Board members that Mr. Henri Philippe Reichstul had submitted to him his letter of resignation. Following, upon his proposal to the Board of Directors, Mr. José Guimarães Monforte, Brazilian, married, economist, bearer of Identity Card nº 4.127.063, issued by SSP/SP, enrolled with the CPF/MF under number 447.507.658-72, resident and domiciled in the City of São Paulo, State of São Paulo, with business office at Rua Amauri, nº 255, 3º andar, Itaim Bibi, CEP 01448-000, was elected in substitution for the resigning director.  The Director elected herein will complete the term of office in course, that is, until the 2009 General Meeting of Shareholders. It is recorded herein that he declared not have been convicted of any crime provided for by law which could prevent him from exercising business activities, as well that he is able to execute the statement required in CVM Instruction no. 367/2002, and that he committed himself to provide such signed statement at the time of his Investiture in Office. The Directors have caused to be recorded in the minutes of the meeting that they were grateful to Mr. Henri Philippe Reichstul for his excellent and dedicated contribution to the Company.

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 López – Chairman of the Meeting and Chairman of the Board; Felix Pablo Ivorra Cano; Shakhaf Wine; Antonio Gonçalves de Oliveira; Luiz Kaufmann; Rui Manuel de Medeiros D’Espiney Patrício – 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