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TIM PARTICIPAÇÕES S.A.
Publicly Held Company
CNPJ/MF 02.558.115/0001 -21
NIRE 33.300.276.963

MINUTES OF THE BOARD OF DIRETORS' MEETING HELD ON JANUARY 19th, 2009


 
DATE, TIME AND PLACE: January 19th, 2009, at 12:00 hours, at the Company's head office, at the city and state of Rio de Janeiro.

ATTENDANCE: The Board of Directors of TIM Participações S.A. ("Company") met at the place, time and date above mentioned in the presence of the following acting members, Messieurs Carmelo Furci, Mario Cesar Pereira de Araujo, Josino de Almeida Fonseca and, as the Secretary of the Board of Directors, Ms. Alessandra Catanante. Pursuant to the provided in the Section 29, § 2, of the Company's By-Laws, Messieurs Gabriele Galateri di Genola, Maílson Ferreira da Nóbrega and Isaac Selim Sutton attended the meeting by means of conference call. As invitation from the Board, Mrs. Lara Ribeiro Piau Marques, General Counsel of the Company, also attended the meeting.

BOARD: Mr. Gabriele Galateri di Genola - Chairman; and Ms. Alessandra Catanante - Secretary.

AGENDA: (1) Communicate the resignation received of a member of the Board of Directors and his alternate, and appointment of their replacements until the next Shareholders' Meeting; (2) Modifications in the Internal Control and Corporate Governance Committee's composition; (3) Modifications in the Board of Officers' composition of the Company and of its Affiliates Companies, considering the implementation of previous conditions; (4) Others matters of general interest to this Company.

RESOLUTIONS: Upon review and discussion of the matters included in the Agenda and the related material, the Board Members resolved, by unanimous vote and with no restrictions:

(1) Mr. Stefano Ciurli presented his resignation as a member of the Company's Board of Directors, which resignation was filed and considered effective as from January 12th, 2009. Given his resignation and the resignation of his alternate, Mr. Mario Girasole, which resignation was filed and considered effective as from January 12th, 2009 the Board of Directors, as provided for in Section 28 of the Company's By-Laws, and in Section 150 of Law No. 6.404/76, elected Mr. Luca Luciani, italian, married, economist, bearer of italian passport number AA 1069597, valid until Aril 18th, 2017, with mailing address at Via Piazza degli Affari, n. 2 – 20123, Milano, Italy, to hold the position of an effective member of the Board of Directors until the next Company's Shareholders' Meeting. It shall be hereby recorded that in order to Mr. Luca Luciani take office, he must obtain permanent visa, since he will establish residence in Brazil. It shall be hereby recorded that Mr. Luca Luciani will present the Statement provided in the CVM Instruction No. 367/2002 duly signed in the moment of the execution of the instrument of appointment. The Board of Directors thanked Mr. Stefano Ciurli and Mr. Mario Girasole for the services rendered to the Company during the period which they composed the Company's Board of Directors. Due to the above deliberations, the Company's Board of Directors is composed by Mr. Gabriele Galateri di Genola, Mario Cesar Pereira de Araujo, Carmelo Furci, Luca Luciani, Josino de Almeida Fonseca, Maílson Ferreira da Nóbrega and Isaac Selim Sutton, all effective members of the Board of Directors, with term of office until the next Ordinary Shareholders' Meeting of the Company, with exception to Messieurs Luca Luciani, Gabriele Galateri di Genola and Carmelo Furci, whose elections should be confirmed in the next Company's Shareholders' Meeting.

(2) Elect, in replacement of Mr. Stefano Ciurli, Mr. Mario Cesar Pereira de Araujo, as effective member of the Internal Control and Corporate Governance Committee. Due to the above deliberation the Internal Control and Corporate Governance Committee is composed by Messieurs Mario Cesar Pereira de Araujo, Carmelo Furci and Maílson Ferreira da Nóbrega.

(3) Mr. Mario Cesar Pereira de Araujo presented his resignation to the position of Company's CEO and Chief Business Officer, and also of its Affiliates Companies, TIM Celular S.A. and TIM Nordeste S.A., which resignation was filed and will only be considered effective only when his successor complete all the legal formalities, specially the permanent visa mentioned above, to sign in the Instrument of Appointment. Then, the Board of Directors proposed, as his replacement, Mr. Luca Luciani, above qualified, to also hold the positions of the Company's CEO and Chief Business Officer, which was accepted by unanimous, and, as consequence, was elected. It shall be hereby recorded that in order to Mr. Luca Luciani take office, he must obtain permanent visa and other required authorizations to be issued by the competent authorities. Meanwhile, the positions of CEO and Chief Business Officer will continue to be performed by Mr. Mario Cesar Pereira de Araujo. Finally, Officers were authorized to take all measures to call the Company's Affiliates' Extraordinary Shareholders' Meeting - TIM Celular S.A. and TIM Nordeste S.A. - participate of said meetings and elect Mr. Luca Luciani to perform the positions of CEO and Chief Business Officer, due to the conditional resignation presented above.

(4) The Chairman of the Board of Directors questioned if any member of the Board had any matter to be discussed, at this moment, Mr. Mario Cesar Pereira de Araujo commented that, due to the current organizational restructuring, it shall be proposed to the Board and to the shareholders in the next shareholders' meeting, the extinction of the position of Chief Business Officer. After that, Mr. Gabriele Galateri di Genola informed that in the last January 8th, the visas' process of concomitancy of Mr. Beniamino Bimonte and Mr. Claudio Zezza were concluded. The Chairman also informed that at the same date, the both took office as Chief Human Resources Officer and Chief Financial and Investor Relations Officer, respectively, according to the Board of Directors' Meeting held on August 6th, 2008. After that, Mr. Gabriele Galateri di Genola informed his resignation to the position of Chairman of the Board of Directors, which was filed and effective from this date. However, Mr. Gabriele Galateri di Genola will continue to perform as effective member of the Board of Directors. Then, the Board proposed Mr. Mario Cesar Pereira de Araujo as Mr. Gabriele Galateri di Genola's replacement, to hold the position of Chairman of the Board of Directors, to complete the term of office until the next Company's Shareholders' Meeting, which was accepted by unanimous, and, as consequence, was elected. Due to the above deliberation and accordingly with the item 1 of this Minutes, the Company's Board of Directors is composed by Mr. Mario Cesar Pereira de Araujo - Chairman, Gabriele Galateri di Genola, Carmelo Furci, Luca Luciani, Josino de Almeida Fonseca, Maílson Ferreira da Nóbrega and Isaac Selim Sutton, all effective members of the Board of Directors, with term of office until the next Ordinary Shareholders' Meeting of the Company, with exception to Messieurs Luca Luciani, Gabriele Galateri di Genola and Carmelo Furci, whose elections should be confirmed in the next Companys' Shareholders' Meeting.

CLOSING: With no further issues to discuss, the meeting was adjourned and these minutes drafted, read, approved and signed by the attending Board Members. Directors: Messieurs Gabriele Galateri di Genola, Mario Cesar Pereira de Araujo, Carmelo Furci, Maílson Ferreira da Nóbrega, Isaac Selim Sutton and Josino de Almeida Fonseca.

 
Rio de Janeiro (RJ), January 19th, 2009.


ALESSANDRA CATANANTE
Secretary
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